CM-06-09-194Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services
AIA Document B141 -1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.
AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 01997 by The American Institute of
Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution.
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
1.3 TERMS AND CONDITIONS
1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.5 COMPENSATION
AGREEMENT made as of the 41.0t1)414 A r%1t'j (..j ) day of the month of SEpreinatilto in the year Two Thousand Six.
(In words, indicate day, month and year)
BETWEEN Architect's client identified as Owner:
(Name, address and other information)
City of Round Rock
221 East Main Street
Round Rock, Williamson and Travis Counties. Texas, 78664
AIA DOCUMENT B141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE
OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates
U.S. copyright laws and will subject the violator legal prosecution. This document was electronically produced with permission of the AIA and
can be reproduced without violation until the date of expiration as noted below.
00097878/jkg Electronic Format B141-1997
Page #1
and Architect:
(Name, address and other information)
Moman Architects
309 West Main Street, Suite 120
Round Rock. Texas 78664
For the following Project:
(Include detailed description of Project)
Professional design services for an amphitheater to be located adjacent to the Allen R. Baca Center.
Owner and Architect agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the following items by inserting the requested information or a statement such as "not applicable," "unknown at
time of execution" or "to be determined later by mutual agreement. ')
Architect shall furnish the aforementioned services, including but not limited to. meeting with Owner representatives and
others designated by Owner to determine space needs and requirements: provide design services including materials
selections: coordinate with MEP engineers as necessary: provide architectural contract documents for permitting, bidding
and construction: and make the following services available only if requested: preparation of color boards for color and
material selections: provide construction observation services: and provide other specialized services.
Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS') review. which is a
requirement of federal law to comply with ADA if construction budget exceeds $50.000.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, propaoed use or goals.)
Professional design services for an amphitheater to be located adjacent to the Allen R. Baca Center.
1.1.2.2 The physical parameters are:
(ldenttfy or describe, tf appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site)
1.1.23 Owner's Program is:
(Idents documentation or state the manner in which the program will be developed.)
Professional design and space planning services (including coordination with mechanical/electrical/plumbing engineers and
services, as necessary) related to the amphitheater to be located adjacent to the Allen R. Baca Center.
Architectural
Structural Engineering (Fisher Hagood)
MEP Consultant (Hendrix)
Landscape Architectural(BWM Group)
$4,500.00
3,000.00
4,500.00
$1,000.00
TOTAL 514.000.00
1.1.2.4 The legal parameters are:
(Identify pertinent legal information, including if appropriate, land surveys and legal descriptions and restrictions of the site)
1.1.2.5 The financial parameters are as follows.
2
Architect's total compensation for services hereunder shall not exceed the sum of 514,000.00, plus authorized
reimbursable expenses in an amount not to exceed $1.000.00. Customary reimbursable expenses include
computer generated plots and prints used for Owner review. permitting. pricing of preliminary drawings, bidding
and construction documents. long distance. out-of-town travel. delivery services. and fees associated with
governmental authorities.
.2 Amount of Owner's budget for the Cost of the Work, excluding Architect's compensation, is:
Not determined.
1.1.2.6 The time parameters are:
(Idents Y. appropriate, milestone dates, durations or fast track scheduling)
Completion not later than November 15. 2006.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Ident& method such as competitive bid negotiated contract, or construction management.)
Professional services will be engaged by negotiated contract. General contractor for construction will be selected by
statutorily -allowable delivery method.
1.1.2.8 Other parameters are:
(Idents special characteristics or needs of the Project such as energy, environmental or historic preservation requirements)
Unknown at this time.
1.13 PROJECT TEAM
1.13.1 Owner's Designated Representative is:
(List name, address and other information)
Larry Madsen
Construction Manager. Public Works Department
City of Round Rock
2008 Enterprise Drive
Round Rock. Texas 78664
1.13.2 The persons or entities, in addition to Owner's Designated Representative, who are required to review Architect's
submittals to Owner are:
(List name, address and other information)
City Manager
221 East Main Street
Round Rock. Texas 78664
1.133 Owner's other consultants and contractors are:
(List discipline and if brown, idenh; fy them by name and address)
MEP services - Hendrix Consulting Engineers.
Structural Engineering - Fisher Hagood
Landscape Architectural - BWM Group
1.13.4 Architect's Designated Representative is:
(List name, address and other information)
John S. Moman, AIA. Principal
Moman Architects
309 West Main Street, Suite 120
Round Rock, Texas 78664
1.135 The consultants retained at Architect's expense are:
(List discipline and ifknown, identify them by name and address)
1.1.4 Other important initial information is:
1.15 When the services under this Agreement include contract administration services, the General Conditions of the
Contract for Construction shall be the edition of AIA Document A201
as modified between Owner and Contractor.
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by Owner and Architect in
determining Architect's compensation. ,
It is expressly agreed and understood by all parties that. as to services hereunder. the total
sum of S14.000.00 plus authorized reimbursable expenses in an amount not to exceed S1.000.00 shall represent the absolute
limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto. Any such
Supplemental Agreement to this contract must be duly authprized by City Council resolution.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project. Owner shall furnish to Architect, within fifteen (15 ) days after
receipt of a written request, information necessary and relevant for Architect to evaluate, give notice of or enforce lien
rights.
Owner shall establish and periodically update the budget for the Project.
1.2.23 Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Owner's behalf with
respect to the Project. Owner or Owner's Designated Representative shall render decisions in a timely manner pertaining to
documents submitted by Architect in order to avoid unreasonable delay in the orderly and sequential progress of Architect's
services.
1.2.2.4 Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize
Architect to furnish them as a Change in Services when such services are requested by Architect and are reasonably required
by the scope of the Project and are approved by Owner.
1.2.25 Unless otherwise provided in this Agreement, and if requested in writing, Owner shall furnish or pay for tests,
inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests
for air and water pollution, and tests for hazardous materials.
1.2.2.6 Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet Owner's needs and interests.
1.2.2.7 Owner Each party shall provide prompt written notice to the Architect other if Owner either becomes aware of
any fault or defect in the Project, including any errors, omissions or inconsistencies in Architects Instruments of Service.
1.2.2.8 Owner will furnish building permits without charge. Electrical. plumbing and other trade permits will be the
responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are
not to be included by Architect in the specifications for the Project.
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1.2.2.9 Owner will provide Architect with miscellaneous items such as the Proiect Facility Program. two (2) copies of the
City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders. Proposal
Forms. Wage Rates. Contract and Bond Forms. Bid Advertisement Form. and such other information and materials as may
be necessary and practicable for the orderly and expeditious progress of the work and the awarding of the construction
contract. To the extent practicable. these documents shall be utilized in the preparation of the construction documents.
1.2.3 ARCHITECT
1.23.1 The services performed by Architect, Architects employees and Architect's consultants shall be as enumerated in
Article 1.4 and as enumerated elsewhere herein. in attached and accompanying documents. in supplemental documents. and
in related documents,
1.23.2 Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. Architect shall submit for Owner's approval a schedule for the performance of Architect's
services which initially shall be consistent with the time periods established in Subparagraph 1. 1.2.6 and which shall may
be adjusted, if necessary and approved by Owner , as the Project proceeds. This schedule shall include allowances for
periods of time required for Owner's review, for the performance of Owner's consultants, and for approval of submissions by
authorities having jurisdiction over the Project. Time limits established by this schedule approved by Owner shall not,
except for reasonable cause, be exceeded by Architect or Owner.
1.233 Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect's behalf
with respect to the Project
1.23.4 Architect shall maintain the confidentiality of information specifically designated as confidential by Owner, unless
withholding such information would violate the law, create the risk of significant harm to the public or prevent Architect
from establishing a claim or defense in an adjudicatory proceeding. Architect shall require of Architect's consultants similar
agreements to maintain the confidentiality of information specifically designated as confidential by Owner.
1.235 Except with Owner's knowledge and consent, Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise Architect's professional judgment with
respect to this Project.
1.23.6 Architect shall review laws, codes, and regulations applicable to Architect's services. Architect shall respond in
the design of the Project to requirements imposed by govemmental authorities having jurisdiction over the Project.
1.23.7 Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by Owner. #shiteet Each party shall provide prompt written notice to the Owner other if Architect either
becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 13 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to
the Owner of all elements of the Project designed or specified by Architect
13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished
by Owner and equipment designed, specified, selected or specially provided for by Architect, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, plus a
for Contractor's overhead and profit.
13.13 The Cost of the Work does not include the compensation of Architect and Architect's consultants, the costs of
the land, rights-of-way and financing or other costs that are the responsibility of Owner.
1.3.2 INSTRUMENTS OF SERVICE
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by Architect and
Architect's consultants are Instruments of Service for use solely with respect to this Project.
Owner acknowledges Architect's construction documents are
instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become
the property of Owner upon completion of the work and payment in full of all monies due to Architect. Until completion of
construction, as to the particular Project for which the plans and specifications are designed. Owner may not peke any
modifications to same without the express written authorization of Architect However, at any time after completion of
construction. as to the particular Project for which the plans and specifications were designed. Owner may reuse or make
any modifications to the plans and specifications without the prior written authorization of Architect. Owner agrees not to
use the plans and specifications designed by Architect for a particular Project to design or construct other similar projects.
Owner agrees, to the fullest extent permitted by law. to indemnify and hold Architect harmless from any claim, liability or
cost (including reasonable attorneys' fees ) arising out of any unauthorized reuse or modification of the construction
documents by Owner or any person or entity that acquires or obtains the plans and specifications from or through Owner
without the written authorization of Architect
13.2.2 Upon execution of this Agreement, Architect grants to Owner a nonemelusive4iconse permission to reproduce
Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that
Owner shall comply with alt obligations, including prompt payment of all sums when due, under this Agreement. Architect
shall obtain similar permission from Architect's consultants consistent with this Agreement Any
termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, Owner
shall refrain from making further reproductions of Instruments of Service and shall return to Architect within seven days of
termination all originals and reproductions in Owner's possession or control. If and upon the date Architect is adjudged in
default of this Agreement,. . • ..• •• . ... ............. .... _ ... . _ _ ... .....•
permitting Owner is permitted to authorizeothersimilarly credentialed design professionals to reproduce and, where
permitted by law, to make changes, corrections or additions to the Instruments of Service solely for the purposes of
completing, using and maintaining the Project.
13.23 •- ...,
Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any lieense
permission granted herein to another party without the prior written agreement of Architect However, Owner shall be
permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to reproduce
applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by-lieense
. Submission or distribution of Instruments of Service to meet official regulatory
requirements or for similar purposes in connection with the Project is permitted.
' . Any unauthorized use of the Instruments of Service shall be at Owner's sole risk and
without liability to Architect and Architect's consultants.
•
1.3.2.4 Prior to Architect providing to Owner any Instruments of Service in electronic form or Owner providing to
Architect any electronic data for incorporation into the Instruments of Service, Owner and Architect shall by separate
written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data,
including any special limitations or -betimes not otherwise provided in this Agreement.
13.25 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch
by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible
when the sheets are reproduced and reduced to half size.
1.3.2.6 Upon completion of the construction of the Project. Architect shall, within thirty (30) calendar days following
final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally
herein. In addition, Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to record
conditions provided by the contractor.
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13.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the
completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately
marked to reflect what was changed or modified.
1.3.3 CHANGE IN SERVICES
133.1 Change in Services of Architect, including services required of Architect's consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if -required -by
It is expressly agreed and understood by all parties that, as to services hereunder. the total sum of $ 14,000.00 plus authorized
reimbursable expenses in an amount not to exceed $1.000.00 shall represent the absolute limit of Owner's liability to
Architect unless same shall be changed by Supplemental Agreement hereto. Anv such Supplemental Agreement to this
contract must be duly authorized by City Council resolution.
13.3.2 If any of the following circumstances affect Architect's services for the Project, Architect shall be entitled to an
appropriate adjustment in Architect's schedule and compensation.
.1 change in the instructions or approvals given by Owner that necessitate revisions in Instruments of Service;
.2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to
previously prepared Instruments of Service;
.3 decisions of Owner not rendered in a timely manner,
.4 significant change in the Project including, but not limited to, size, quality, complexity, Owner's schedule or budget,
or procurement method;
.5 failure of performance on the part of Owner or Owner's consultants or contractors;
.6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except
where Architect is party thereto;
.7 change in the information contained in Article 1.1.
1.3.4 MEDIATION
13.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation :_ . ....:-:... . . If such
matter relates to or is the subject of a lien arising out of Architect's services, Architect may proceed in accordance with
applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation ergy
arbitFatien:
13.4.2 Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation
with the other party to this Agreement
•
Request for mediation shall be filed in writing
mediation shall proceed in advance of arbittetien
of legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of
filing, unless stayed for a longer period by agreement of the parties or court order.
13.43 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where
the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
limitation .
...
jurisdietien-theree
135.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of
or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without
limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state arbitration
statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents
to be joined in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be
accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or
relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either
party's termination in accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
13.7.1 This Agreement shall be governed by th:
previded-ia-Paragrapit-142 laws of the state of Texas. and venue shall lie in Williamson County. Texas.
13.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General
Conditions of the Contract for Construction, as modified between Owner and
Contractor.
1.3.7.3 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 commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate
for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations
commence to run any later than the date when Architect's services are substantially completed.
8
1.3.7.4 To the extent damages are covered by property insurance during construction, Owner and Architect waive all rights
against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights
as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of
the Contract for Construction, as modified between Owner and Contractor. Owner
or Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar
waivers in favor of the other parties enumerated herein.
13.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either Owner or Architect.
13.7.6 Unless otherwise provided in this Agreement, Architect and Architect's consultants shall have no responsibility for
the discovery, presence, handling. removal or disposal of or exposure of persons to hazardous materials or toxic substances
in any form at the Project site.
13.7.7 Architect shall have the right to include photographic or artistic representations of the design of the Project among
Architect's promotional and professional materials. Architect shall be given reasonable access to the completed Project to
make such representations. However, Architect's materials shall not include Owner's confidential or proprietary information
if Owner has previously advised Architect in writing of the specific information considered by Owner to be confidential or
proprietary. Owner shall provide professional credit for Architect in Owner's promotional materials for the Project.
13.7.8 If Owner requests Architect to execute certificates, the proposed language of such certificates shall be submitted to
Architect for review at least fourteen (14) days prior to the requested dates of execution. Architect shall not be required to
execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
13.7.9 Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement Neither Owner nor Architect shall assign this Agreement without the written
consent of the other, except that Owner may assign this Agreement to an institutional lender providing financing for the
Project. In such event, the lender shall assume Owner's rights and obligations under this Agreement. Architect shall execute
all consents reasonably required to facilitate such assignment.
1.3.8 TERMINATION OR SUSPENSION
13.8.1 If Owner fails to make payments to Architect in accordance with this Agreement, such failure shall may be
considered substantial nonperformance and :. cause for suspension of
performance of services under this Agreement. If Architect elects to suspend services, prior to suspension of services,
Architect shall give seven fifteen (151 days' written notice to Owner. In the event of a suspension of services, Architect
shall have no liability to Owner for delay or damage caused Owner because of such suspension of services. Before
resuming services, Architect shall be paid all non -disputed sums due prior to suspension.
' . Architect's fees for the remaining services and the time schedules
shall be equitably adjusted. It is expressly agreed and understood by all parties that as to services hereunder. the total sum
of $14.000.00 plus authorized reimbursable expenses in an amount not to exceed SI.000.00 shall represent the absolute
limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto. Any such
Supplemental Agreement to this contract must be duly authorized by City Council resolution.
13.83 If the Project is suspended or Architect's services are suspended for more than ninety (90) consecutive days,
Architect may terminate this Agreement by giving not less than seven (7) days' written notice.
13.8.4 This Agreement may be terminated by either party upon not less than seven (7) days' written notice should the
other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party
initiating the termination.
9
13.85 This Agreement may be terminated by Owner upon not less than seven (7) days' written notice to Architect for
Owner's convenience and without cause.
13.8.6 In the event of termination not the fault of Architect, Architect shall be compensated for services performed prior
to termination, together with Reimbursable Expenses then due.
1.3.8.7.
13.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses
directly attributable to termination for which Architect is not otherwise compensated.plus-m-amount-fef-AFehiteetls
13.8.8 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner
may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience
of Owner. upon seven (7) days' written notice to Architect. with the understanding that immediately upon receipt of said
notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work
satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work
accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits.
13.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is
unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this
Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this
contract. nor shall this section constitute a waiver of any right. gt law or at equity. which Owner may have if Architect is in
default including the right to bring legal action for damages or to force specific performance of this Agreement.
13.9 PAYMENTS TO ARCHITECT
13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of Architect's statement of services. No deductions shall be made from Architect's compensation on account
of penalty, Liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in
the Work other than those for which Architect has been adjudged to be liable.
13.9.2 Reimbursable Expenses, in an amount not to exceed $1.000.00, are in addition to compensation for Architect's
services and include expenses incurred by Architect and Architect's employees and consultants directly related to the
Project, as identified in the following Clauses:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
5 renderings, models and mock-ups, if requested by Owner,
.. .
.7 reimbursable expenses as designated in Paragraph 1.5.5.;
.8 other similar direct Project related expenditures.
13.93 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on
the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized
representative at mutually convenient times.
10-
13.9.4 Direct Personnel Expense is defined as the direct salaries of Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes
and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar
contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between
Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the
documents listed below.
1.4.1.1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA
Document B141-1997. as herein amended.
• .1
fellows:
(List other documents, if any, delineating Architect's scope of services)
1.4.13 Other documents as follows:
(List other documents, if any, forming part of the Agreement)
"Supplemental Agreement No. 1" supplementing Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services. AIA Document B 141-1997.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provides that it is a violation of the
ADA/TAS to design and construct a facility for fust occupancy later than January 26. 1993. that does not meet the
accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally
Impractical to meet such requirements. Architect will use his or her reasonable professional efforts to interpret applicable
ADA/TAS requirements and other federal. state and local laws, rules. codes, ordinances and regulations as they apply to the
Project.
ARTICLE 1.5 COMPENSATION
1.5.1 For Architect's services as described under Article 1.4, compensation shall be computed as follows:
Architect's total compensation for services hereunder shall not exceed the sum of 514.000.00. plus authorized reimbursable
expenses in an amount not to exceed $1.000.00. which sum shall include such items as travel. copies. reproductions,
presentations. telephone. postal or courier services, and other similar expenses.
1.5.2 If the services of Architect are changed as described in Subparagraph 1.33.1, Architect's compensation shall be
adjusted. Such adjustment shall be calculated as described below
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and idents
Principals and classj' employees, if required Identify speck services to which particular methods of compensation apply)
1.5.3 For a Change in Services of Architect's consultants, compensation shall be computed as a multiple of one (1. 00 )
times the amounts billed to Architect for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by
Architect, and Architect's employees and consultants.
1.5.5 Other Reimbursable Expenses, if any, are as follows:
1.5.6 The rates and multiples for services of Architect and Architect's consultants as set forth in this Agreement shall be
adjusted in accordance with their normal salary review practices.
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1.5.7 An initial payment of Zero and No/100 Dollars (S00.00 ) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. :. : = = : = : • : e •: : - = : • • : • •••.:• : : • Subsequent payments for
services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of Architect's invoice, or not later than the time period
required under the Texas Prompt Payment Act, whichever is later. Non -disputed amounts unpaid sixty (60) days after the
invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to
time at the principal place of business of Architect.
(Insert rate of interest agreed upon.)
One percent (1 %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations
at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this
provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as
written disclosures or waivers)
This Agreement entered into as of the day and year first written above.
OWNER
CITY OF ROUND ROCK, TEXAS
ARCHITEC
MOMAN ARCHITECTS
q bt I aOotP By1
rwv John S. Moman, AI Principal
By:
abiatituRernaxtator.
Christine R. Martinez, City Secretary
FOR C APPROVED S TO FORM:
By:
Stephan Sheets, City Attorney
12
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
This document is entitled Supplemental Agreement No. 1, and it supplements Standard
Form of Agreement Between Owner and Architect with Standard Form of Architect's Services,
AIA Document B141-1997 for the following Project:
Professional design services for an amphitheater to be located adjacent to the Allen
R. Baca Center,
all as are more specifically identified and described in the accompanying AIA Document B 141-
1997.
Thi Sup lemental Agreement No. 1 is made and entered into as of the A9 day of
2006, and is by and between the same parties, those being the CITY OF
UND ROCK, a home -rule municipal corporation of Williamson County, Texas (hereinafter
referred to as "City" and/or "Owner") and MOMAN ARCHITECTS, with offices located at309
West Main Street, Suite 120, Round Rock, Texas, 78664 (hereinafter referred to as "Architect").
WITNESSETH:
WHEREAS, City intends to design and construct the Project described in the
accompanying AIA Document B141-1997. Architect's services are desired under this
Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for
Architect's services under this Supplemental Agreement No. 1 are as recited therein.
WHEREAS, City desires to contract with Architect for provision of the therein -
described services in connection with the Project, all as previously and hereinafter stipulated and
within the limits the City has budgeted or will budget therefor; and
WHEREAS, Architect has agreed to provide such professional services for the
compensation delineated therein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the accompanying AIA Document B141-1997 that this document
supplements, and the terms, covenants, and conditions contained herein, do hereby contract as
follows:
00097897/jkg
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ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its
relationship with the City, shall perform all professional services for the Project as set forth in
the referenced documents.
1.02 Compensation. City shall compensate Architect for the following Scope of Work
services:
Professional design services for an amphitheater to be located adjacent to the Allen R.
Baca Center.
Architectural $4,500.00
Structural Engineering (Fisher Hagood) 3,000.00
MEP Consultant (Hendrix) 4,500.00
Landscape Architectural(B WM Group) $1,000.00
Sub -Total $14,000.00
Reimbursable Maximum 1,000.00
TOTAL $15,000.00
Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly
authorized by City Council Resolution, Architect's total compensation for services hereunder
shall not exceed $14,000.00, plus Reimbursable Expenses up to a limit of $1,000.00. These
amounts represent the absolute limit of City's liability to Architect hereunder unless same shall
be changed by additional Supplemental Agreement hereto.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the services described
below, and include architectural and mechanical/electrical/plumbing coordination services, and
such other services as may be necessary to assist City in the design of the Project, within the
limits City has budgeted or will budget therefor, and in compliance with the Project Facility
Program, which is hereby made a part of this Agreement for all purposes. Architect agrees that
upon execution of this Agreement, it will submit to City within ten (10) days a list of all
additional consultants it intends to utilize, not previously identified, delineating their respective
tasks. All of Architect's consultants shall be subject to the approval of City through its Director
of Public Works, and City reserves the right to reject any consultant. Architect shall perform all
work hereunder in a manner satisfactory and acceptable to City, represented by its Director of
Public Works or his designee, hereinafter referred to as "Director." A Performance Schedule
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shall be agreed to by Architect and Director, and Architect agrees to use best professional efforts
to complete all services hereunder in accordance with such Performance Schedule.
2.02 Construction Documents Phase. Architect shall provide the following construction
documents phase services:
(1) Architect shall prepare from the approved Design Development Documents, for
consideration of and approval by the Director, Construction Documents, which
documents shall set forth in detail the requirements of the Project, including the necessary
bidding information. Architect shall assist City in preparation of the Bidding Forms,
shall utilize without modification City's standard General and Supplementary General
Conditions, and shall draft all Special Conditions of the Contract. City's standard form of
Contract between City and the Contractor shall also be utilized without modification,
along with City's form of Bid Bond, Performance Bond and Payment Bond.
(2) Architect shall furnish City in writing a revised Statement of Probable Construction Cost,
indicating cost changes resulting from changes in Project requirements or general market
conditions, in a form acceptable to the Director.
(3) Architect shall file five (5) complete sets of proposed Construction Documents with the
Director for review and official approval prior to the advertisement of bids for the
construction of the Project, and within the agreed Performance Schedule following
approval of the Design Development Documents. Following approval, Architect shall
prepare and have on hand additional sets as needed for bidding purposes. Architect shall
also file with the Director at said time, the following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This
tracing shall be returned to Architect to print contract documents when the
signatures of City officials have been properly affixed).
(b)
Two (2) copies of Statement of Probable Construction Cost in a form acceptable
to City.
(c) Four (4) unbound copies of the approved Project Construction Manual for
subsequent binding with signed construction contracts. The Project Construction
Manual shall include General and Supplementary General Conditions;
Specifications and Special Provisions; Advertisement, Instructions to Bidders and
Bid Proposal Form; City's Bid Bond, Contract, Performance and Payment Bond
Forms; approved Wage Rates; Federal regulations if applicable to the Project;
and other required documents for construction of the Project.
2.03 Bidding Phase. Architect shall provide the following bidding phase services:
(1) Following City's approval of the Construction Documents and the latest Statement of
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Probable Construction Cost, Architect shall assist City in awarding a construction
contract following legal public bid requirements. During the bid process, Architect shall
assist City as follows:
(a) Issue and control of documents for bidding.
(b) Jointly conducting pre-bid conferences, including on-site visits as required, to
endeavor to assure that bidders understand the Construction Documents, the
various on-site conditions, and the coordination and scheduling requirements.
(c) Preparation of required addenda to Contract Documents.
(d) Tabulation and evaluation of bids received.
(e) Jointly conducting pre -award conferences where necessary.
(2) Architect's assistance to City shall include submitting written reviews and
recommendations for awards based upon the acceptability of bids; and, if required by
City, more detailed analyses of specific bids. Reviews shall also consider the
responsiveness of bids and their conformity with Bid Documents.
2.04 Construction Phase - Administration of the Construction Contract(s). Architect
shall provide the following construction phase - administration of the construction contact(s)
services:
(1) The Construction Phase will commence with the award of the Construction Contract and
will terminate following the final one-year warranty inspection of the completed Project,
correction of all defects in Project materials and workmanship, and resolution of all
Project -related claims and disputes. During the Construction Phase, Architect shall
provide the following services:
(2) Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General
Conditions. Architect's assigned authority thereunder will not be substantially modified
without Architect's written consent.
(3) Architect, as a representative of City, shall advise and consult with the Director and will
keep City informed in writing through him of the progress of the Project, including
percent complete on a monthly basis, during the Construction Phase; and after issuance of
the "work order" to proceed with the work, all of City's instructions to its Contractors will
be issued through Architect. Architect will have authority to act on behalf of Owner only
to the extent provided in this Agreement unless otherwise properly modified by written
amendment.
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(4) Architect shall provide, during construction, adequate and competent on-site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
himself with the progress and quality of the work, and to determine if the work is
proceeding in accordance with the Contract Documents. Architect's site observations
may be conducted with Owner's designated representative to check conformance of the
work with requirements of the Contract Documents and to verify the accuracy and
completeness of the list submitted by the Contractor of work to be completed or
corrected. Field Reports of each visit shall be prepared by Architect and submitted to
City. Architect shall employ all reasonable measures to safeguard City against defects
and deficiencies in the work of Contractor. Architect shall not be responsible for
construction means, methods, techniques, sequences of procedures, nor for safety
precautions and programs employed in connection with the work. However, Architect
will immediately inform the Director whenever defects and deficiencies in the work are
observed, or when any observed actions or omissions are undertaken by Contractor which
are not in the best interests of City and the Project.
(5)
Based on such observations at the site and on the Contractor's Application and Certificate
for Payment, Architect shall determine, monthly, the amount owing to the Contractor and
shall certify and forward the Contractor's Application and Certificate for Payment to the
Director for approval and payment. These certifications shall constitute a representation
by Architect to City, based on observations at the site and other data comprising the
application for payment, that the work has progressed to the point indicated; that to the
best of Architect's knowledge, information and belief, the quality of the work is in
accordance with the Contract Documents (subject to an evaluation of the work as a
functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the
Certificate); and that the Contractor is entitled to payment in the amount certified.
(6) Architect shall recommend to City rejection of work which does not conform to the
Contract Documents. Architect shall make recommendations on all claims and disputes
of City or the Contractor relating to execution and progress of the work or interpretation
of the Contract Documents, based upon such review and analysis by Architect as is
reasonably required. In the event of litigation, where Architect is named as an additional
party with City, such assistance will include the availability of knowledgeable witnesses
in the employ of Architect for expert testimony.
(7) Architect shall use his best efforts to promptly review and approve or reject shop
drawings, product data and samples and other submissions of the Contractor for
conformance only with the design concept of the Project and with the information given
in the Contract Documents. Architect shall establish and implement precise procedures,
to be approved by City's Director, for expediting the processing and approval of these
submissions without delay. Prompt review by Architect of submissions is of prime
importance to City and an absolute necessity under the time constraints of the Project.
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(8) Architect shall prepare Change Orders to the construction contract, in six (6) copies, after
review and approval by City. Each Change Order shall be specific and final as to prices
and extensions of time, with no reservations or other provisions allowing for future
additional money or time as a result of the particular changes identified and fully
compensated in the Change Order. Architect's compensation for preparation of Change
Orders, if any, shall be determined by Section 2.06(1) below.
(9) Architect shall conduct a professional observation to determine the dates of substantial
completion and final completion, shall receive written guarantees and related documents
assembled by the Contractor for submittal with the final Certificate of Payment, and shall
prepare and present a final Certificate for Payment to Director for City's approval and
payment. In addition, Architect shall make a professional observation of the Project at
least thirty (30) days before the expiration of the one (1) year warranty contained in the
Contractor's Performance Bond.
(10) Architect shall conduct regularly scheduled progress meetings with City, the Contractor
and major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
(11) Architect shall have authority to order minor changes in the construction work,
consistent with the Contract Documents, and not involving an adjustment in the Contractor's bid
price or an extension of the Project Schedule. Such changes shall be accomplished by Field
Order. In addition, Architect may issue written Field Orders which interpret the Plans and
Specifications, with copies submitted to City's Director.
(12) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and final
location of mechanical and electrical service lines and outlets, based upon marked -up prints of
drawings and other data furnished by the Contractor to Architect. Architect shall provide Record
Construction Specifications which will identify the changes in the specifications on a sheet,
which sheet will be inserted at the beginning of each section to which they pertain.
2.05 Project Representation Beyond Basic Services. In the event that circumstances should
develop whereby continuous, full-time representation at the Project site is required, the
conditions under which such representation shall be furnished and the Project Representatives
selected, employed and directed shall be governed by an additional written Supplemental
Agreement between City and Architect.
2.06 Additional Services. Architect shall perform Additional Services, as requested by City,
after a not -to -exceed amount has been mutually agreed upon in writing by the Director and
Architect. Where City Council authorization is required, Architect shall not proceed until the
appropriate Resolution for such Additional Services has been adopted. The following services
are not covered under Article II, which defines and outlines Architect's Basic Services. If any of
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these Additional Services are authorized in writing by the Director in advance of their
performance, they shall be paid for in the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City,
unforeseen circumstances due to hidden or unknown conditions, or codes/ordinances or
other legal requirements which may come into effect during the course of the Project. If
changes are required to be made because of error, oversight, clarification, discrepancy, or
budget overruns in the work of Architect, City shall not be liable to compensate Architect
for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as required in
connection with the replacement of such work, unless damage was the result of
Architect's error.
(3) Providing other extraordinary professional services over and above the Contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to "fast-track" the Project.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the
Project.
3.02 Designate representatives. City shall designate, when necessary, representatives
authorized to act in its behalf. City shall examine documents submitted by Architect and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Architect's work.
3.03 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical,
soil mechanics, and other laboratory tests, reports and inspections as required by law or the
Contract Documents.
3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and
other trade permits will be the responsibility of the construction contractor. Any charges which
may be assessed for tap fees will be paid by City and are not to be included by Architect in the
Specifications for the Project.
3.05 Miscellaneous items. City will also provide Architect with such items as the Project
Facility Program; two (2) copies of the City of Round Rock General and Supplementary General
Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates,
Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as
7
may be necessary and practicable for the orderly and expeditious process of the work and the
awarding of the Construction Contract. To the extent practicable, these documents shall be
utilized in the preparation of the Construction Documents.
ARTICLE IV
PAYMENTS TO THE ARCHITECT
4.01 Basic Services. Payments hereunder shall not to exceed the following:
Basic Services $ 14,000.00
Reimbursables (not to exceed) $ 1,000.00
Total $ 15,000.00
4.02 Deductions. No deductions shall be made from Architect's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Contractors.
4.03 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
4.04 Abandonment. If any work designed or specified by Architect during any phase or
subphase is abandoned or suspended, in whole or in part, Architect is to be paid for services
performed prior to receipt of written notice from City through its Director of such abandonment
or suspension.
4.05 Invoices. Architect's invoices to City shall provide complete information and
documentation to substantiate Architect's charges, and shall be in a form to be specified by the
Director. All payments to Architect shall be made on the basis of the invoices submitted by
Architect and approved by the Director. Such invoices shall conform to the schedule of services
and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should
additional backup material be requested by the Director, Architect shall comply promptly with
such request. In this regard, should the Director determine it necessary, Architect shall make all
records and books relating to this Agreement available to City for inspection and auditing
purposes.
4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in
any invoice that may have been paid to Architect and to adjust the same to meet the requirements
of the Agreement. Following approval of invoices, City will endeavor to pay Architect promptly,
but not later than the time period required under the Texas Prompt Payment Act; however, under
no circumstances shall Architect be entitled to receive interest on payments which are late
because of a good faith dispute between Architect and City or because of amounts which City
has a right to withhold under this Agreement or state law.
4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement
against any debt (including taxes) lawfully due to City from Architect, regardless of whether the
8
amount due arises pursuant to the terms of this Agreement or otherwise and regardless of
whether or not the debt due to City has been reduced to judgment by a court.
4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Architects, their employees, or
their consultants in the interest of the Project for the incidental expenses set forth below. Such
expenses must be authorized by the Director in advance. An allowance for Reimbursable
Expenses not to exceed $1,000.00 is established as a condition of this Contract. When
authorized in advance by City, the following shall be reimbursable: reasonable transportation and
expenses of principals and employees when traveling in connection with the Project outside of
Williamson County, Texas, essential long distance calls, fees paid for the securing of approval of
authorities having jurisdiction over the Project, postage, and reproduction of Drawings and
Specifications, excluding copies for Architect's office use and the required number of sets at each
phase of the work for City's review.
ARTICLE V
ARCHITECT'S ACCOUNTING RECORDS
5.01 Accounting Records. Records of Architect's expenses pertaining to the Project, and
records of accounts between City and Architect, shall be kept on a generally recognized
accounting basis and shall be available to City or its authorized representatives at mutually
convenient times.
ARTICLE VI
TERMINATION AND DEFAULT
6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that the Director may cancel or indefinitely suspend further work
hereunder or terminate this Agreement either for cause or for the convenience of City, upon
fifteen (15) days' written notice to Architect, with the understanding that immediately upon
receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect shall invoice City for all work satisfactorily completed and shall be compensated in
accordance with the terms of this Agreement for all work accomplished prior to the receipt of
said notice. No amount shall be due for lost or anticipated profits.
6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work
which is unsatisfactory as determined by the Director or which is not submitted in compliance
with the terms of this Agreement. City shall not be required to make any payments to Architect
when Architect is in default under this Agreement, nor shall this Article constitute a waiver of
any right, at law and at equity, which City may have if Architect is in default, including the right
to bring legal action for damages or to force specific performance of this Agreement.
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ARTICLE VII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for
Construction," are to be used by Architect without modification; however, City may, upon prior
consultation, approve of any changes that may be necessary for specific cases or instances. Any
special conditions pertaining to the Project that are approved by City will be included under the
Special Conditions portion of the Construction Documents.
7.02 Contract Administration. This Agreement shall be administered on behalf of City by its
Director of Public Works, and Architect shall fully comply with any and all instructions from the
Director. Any dispute arising hereunder shall be submitted to the Director, whose decision in the
matter shall be final and binding.
ARTICLE VIII
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
8.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed
a release of the responsibility and liability of Architect, its employees, subcontractors, agents and
consultants for the accuracy and competency of Designs, Working Drawings, Specifications or
other documents and work; nor shall such approval be deemed to be an assumption of such
responsibility by City for any defect, error or omission in the Designs, Working Drawings, and
Specifications or other documents prepared by Architect, its employees, subcontractors, agents
and consultants.
8.02 Indemnification (Damage Claims). Architect agrees, to the fullest extent permitted by
law, to indemnify and hold City, its officers, agents and employees, harmless from any damage,
liability or cost (including reasonable attorney's fees) to the extent caused by Architect's
negligent acts, errors or omissions in the performance of professional services under this
Agreement and those of his or her subconsultants or anyone for whom Architect is legally liable.
Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect, its
officers, agents and employees, harmless from any damage, liability or cost (including
reasonable attorney's fees) to the extent caused by Owner's negligent acts, errors or omissions in
the performance of professional services under this Agreement and those of its contractors,
subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the
Project the subject of this Agreement.
8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend
and indemnify City, its officers, agents and employees, against a claim that any of the Designs,
Plans or Specifications prepared by Architect, its employees, associates or subconsultants
pursuant to this Agreement infringe a U.S. patent or copyright directly, indirectly or
10
contributorily. Architect shall pay any and all resulting costs, damages and attorney's fees finally
awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
(a) If Architect defends City against such claims, the City Attorney shall be kept informed
of settlement negotiations, and shall execute any settlement agreement reached by Architect
on City's behalf.
(b) Architect's defense and indemnification under this section is conditioned on City's
agreement that if any of the designs, plans or specifications, become, or in Architect's
opinion are likely to become, the subject of such a claim, City will permit Architect, at
Architect's option and expense, either to procure the right for City to continue using the
designs, plans or specifications or to replace or modify the same so that they become non -
infringing; and if neither of the foregoing alternatives is available on terms which are
reasonable in Architect's judgment, City, to the extent City is legally able to do so, will cease
using the designs, plans or specifications on written request of Architect, in which instance
City has the sole option to either require Architect to perform new design work at Architect's
sole expense, or to terminate this Agreement.
(c) Architect has no liability under this section for any claim of infringement based upon the
modification or alteration of the designs, plans or specifications prepared under this
Agreement subsequent to the Project by City, or by any engineering consultant subsequently
employed by City.
(d) The foregoing states the entire obligation of Architect with respect to infringement of
patents and copyrights.
(7) The indemnification and defense provisions as set forth in this Section 8.03 shall not
apply to products or materials which City has required that Architect include in any of the
Designs, Plans and Specifications, or which are substituted by Contractor or any of his
subcontractors during the Construction Phase of the Contract.
8.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term
of this Agreement professional liability insurance coverage in the minimum amount of Five
Hundred Thousand Dollars ($500,000.00) from a company authorized to do insurance business
in Texas and otherwise acceptable to City.
8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Architect, Architect shall require each subconsultant performing work under this Agreement to
maintain during the term of the Agreement, at the subconsultant's own expense, the same
11
stipulated minimum insurance required in Section 8.04 above, including the required provisions
and additional policy conditions as shown below in Section 8.06.
Architect shall obtain and monitor the certificates of insurance from each subconsultant in
order to assure compliance with the insurance requirements. Architect must retain the certificates
of insurance for the duration of this Agreement, and shall have the responsibility of enforcing
these insurance requirements among its subconsultants. City shall be entitled, upon request and
without expense, to receive copies of these certificates of insurance.
8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall
include the following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by
certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non -renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Architect.
(3) The Term "City" or "City of Round Rock" shall include all authorities, Boards,
Commissions, Departments, and officers of City and the individual members, employees and
agents thereof in their official capacities, and/or while acting on behalf of the City of Round
Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's Self -Insured Retentions of any nature.
8.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Architect shall be borne solely by Architect, with certificates of insurance evidencing such
minimum coverage in force to be filed with the City. Such Certificates of Insurance are
evidenced as attached hereto and entitled "Certificates of Insurance."
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ARTICLE IX
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
9.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors
shall comply with all applicable Federal and State Laws, the Charter and Ordinances of the City
of Round Rock, as amended, and with all applicable rules and regulations promulgated by all
local, State and National boards, bureaus and agencies. Architect shall further obtain all permits
and licenses required in the performance of the professional services contracted for herein.
9.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services
performed hereunder. City is qualified for exemption pursuant to the provisions of Section
151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
ARTICLE X
TERM
10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or
extended by mutual agreement approved by City's Director, the term of this Agreement shall be
from the date of execution hereof until November 15; 2006.
10.02 Project Performance Schedule.
(1) Time of completion of the services referenced herein shall be as follows:
Completion of services not later than November 15, 2006.
Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension
of this Agreement by express written agreement of the parties.
(2) Architect understands that the Project Performance Schedule is of critical importance,
and agrees to undertake all necessary efforts to expedite the performance of services required
herein, so that construction of the Project will be commenced as scheduled. In this regard,
Architect shall proceed with sufficient qualified personnel and consultants necessary to fully
and timely accomplish services required under this Agreement in a professional manner.
ARTICLE XI
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
11.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its
officers, employees, agents, consultants and subcontractors will have no financial interest, direct
or indirect, in the purchase or sale of any product, materials or equipment that will be
recommended or required for the construction of the Project.
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11.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall
not be disclosed to any third parties without the prior written consent and approval of City's
Director.
ARTICLE XII
GENERAL PROVISIONS
12.01 Time is of the Essence. Architect understands and agrees that time is of the essence and
that any failure of Architect to complete the services for each phase of this Agreement within the
agreed Project Performance Schedule may constitute a material breach of this Agreement.
Architect shall be responsible for its delays or for failures to use professional efforts in
accordance with the terms of this Agreement. Where damage is caused to City due to Architect's
failure to perform in these circumstances, City may withhold, to the extent of such damage,
Architect's payments hereunder without waiver of any of City's additional legal rights or
remedies.
12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect shall not
assign, sublet or transfer any interest herein without City's prior written authorization
12.04 Amendments. This Agreement, representing the entire agreement between the parties,
may only be amended or supplemented by mutual agreement of the parties hereto in writing.
12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock,
Williamson County, Texas, and if legal action is necessary by either party with respect to the
enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in
Williamson County, Texas. This Agreement shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas.
12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered
as follows:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
14
All notices and correspondence from City to Architect shall be mailed or delivered to Architect:
John S. Moman, AIA
309 West Main Street, Suite 120
Round Rock, Texas 78664
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be
signed in its corporate name by the person duly authorized to execute the same in its behalf, and
Moman Architects, signing by and through its duly authorized representative(s), thereby binding
the parties hereto, their successors, assigns and representatives for the faithful and full
performance of the terms and provisions of this Agreement.
CITY OF ROUND ROCK ATTEST:
afta'stukt)
.
JI1
nita,nacjeri Mines R,Ki U5e.d,Ri. Christine R. Martinez, City Secretary
FOR CITY, APPROVED AS TO FORM:
By:
w
L. Sheets, City Attorney
MOMAN ARCHITECTS
By:
John S. Moman, AIA, Principal
15
DATE: September 25, 2006
SUBJECT: City Manager Approval - September 29, 2006
ITEM: Action authorizing the City manager to execute a Standard Form of
Agreement for design with Moman Architects for Amphitheater
adjacent to the Allen R. Baca Center for Senior and Community
Activities.
Department: Engineering and Development Services
Staff person: Tom Word, Chief of P.W. Operations
Larry Madsen, Construction Manager
Justification:
This Agreement is for design of an Amphitheater adjacent to the Alien R. Baca
Center for Senior and Community Activities.
Funding:
Cost: $14,000
Source of funds: GO Bonds Interest Money
Outside Resources: N/A
Background Information: N/A
Public Comment: N/A