Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
CM-06-10-206
Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services AIA Document 8141 - 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 13Y USING AIA DOCUMENT D401. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, ©1997 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 the1 cC� l' day of the month of in the year Two Thousand Six. (In words, indicated ay, 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 AR 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 electronicall can be reproduced without violation until the date of expiration as noted below. y produced with permission of the MA and 00097878/jkg e 00—/0-4140 Electronic Format B141-1997 Page #1 and Architect: (Name, address and other information) Architecture Plus 1907 N. Lamar Blvd. #260 Austin. Texas 78705 For the following Project: (Include detailed description of Project) Pro'ect consist of a..roximatel 1 000 sf addition to an existin . . re -en . ineered metal buildin • for vehicle .arts stora. e Owner and Architect agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1This 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 "10 be determined later by mutual agreement.') Architect shall furnish the aforementioned services includinl but not limited to meetin with Owner re resentatives and others desi nated b Owner to determine s ace needs and re uirements• rovide desi_n services includin materials selections- coordinate with MEP en • ineers as necessa rovide architectural contract documents for .ermittin biddin and construction• and make the followin services available onl if re uested:.re.aration of color boards for color and material selections• rovide construction observation services- and •rovide other s.ecialized services. Architectural services shall include the submittal of re uirement of federal law to com . fans for Texas Accessibilit Standards et exceeds '.50 with ADA if construction bud 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Idents or describe, if appropriate, proposed use or goals) 000 TAS Professional desi • n services for Vehicle Maintenance Parts Room Addition Located at 901 Luther Peterson 1.1.2.2 The physical parameters are: (Iden15 or describe, if appropriate, size, location, dimensions, or 1.1.2.3 Owner's Program is: (Identify documentation or state the manner in which the program Professional desi services as necess n and s ace . lannin related to the am Schematic/Design Development Construction Documents Bidding Construction Reimbursables services . includin review which is a other pertinent information, such as geotechnical reports about the site) will be developed.) coordination with hitheater to be located ad!acent to the Allen R. Baca l Center. $5,280.00 $7,920.00 $ 880.00 $3,520.00 $1,400.00 TOTAL 19 000.00 . lumbin en 1.1.2.4 The legal parameters are: (Ident, pertinent legal information, including if appropriate, land surveys and legal descriptions and restrictions of the site) 1.1.2.5 The financial parameters are as follows. .1 Ametilit-offiElget-feeh-ifistiiislffig-Afeliffeses-sompeilsaticiwi% ineers and Architect's total com ensation for services hereunder shall not exceed the sum of 17 600 Jus authorized reimbursable ex.enses in an amount not to exceed '.1 400. Customa reimbursable ex enses include com uter enerated .lots and 'rints used for Owner review •ermittin. •ricin• of 'relimin. drawin•s biddin• and construction documents lonl distance out-of-town travel delive services and fees associated with governmental authorities. .2 Amount of Owner's budget for the Cost of the Work, including Architect's compensation, is: $165,000.00 1.1.2.6 The time parameters are: (Ident,, if appropriate, milestone dates, durations or fast track scheduling) Completion not later than June 1, 2007 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid, negotiated contract, or construction management.) Professional services will be en• statutorily -allowable delivery method. aged b ne otiated contract. General contractor for construction will be selected b 1.1.2.8 Other parameters are: (Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements) Unknown at this time. 1.1.3 PROJECT TEAM 1.1.3.1 Owner's Designated Representative is: (List name, address and other information.) Larry Madsen Construction Mana er Public Works De artment City of Round Rock 2008 Enterprise Drive Round Rock Texas 78664 1.1.3.2 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 1.1.3.3 Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) MEP services - Hendrix Consultin En ineers. Structural En ineerin - Fisher Ha ood 1.1.3.4 Architect's Designated Representative is: (List name, address and other information) Mac Ragsdale, AIA, Principal Architecture Plus 1907 N. Lamar Blvd #260 Austin, Texas 78705 2 1.1.3.5 The consultants retained at Architect's expense are: (List discipline and, if known, idents them by name and address) 1.1.4 Other important initial information is: 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AIA Document A201 -. 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. _.• • sum of 17 600.00 It is lus authorized reimbursable ex to Architect unless same shall be chan reement to this contract must be dul ex ressl a • reed and understood b limit of Owner's liabili Su •• lemental A all Parties that as to services hereunder the total enses in an amount not to exceed 1 400.00 shall re ed b Su • •lemental A_• reement hereto. An such authorized b Ci Council resolution. resent the absolute ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. Owner shall furnish to Architect, within fifteen (15 ) days after receipt of a written request, information necessary and relevant for Architect to evaluate, give notice of or enforce lien rights. 1.2.2.2 Owner shall establish and •eriodicall u date the bud • et for the Pro•ect. 1.2.2.3 Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Owner's behalf with respect to the Project. Owner or Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Architect in order to avoid unreasonable delay in the orderly and sequential progress of Architect's services. 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 1.2.2.5 Unless otherwise provided in this Agreement, and if reouested in writin Owner shall furnish or oav_ f� o_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 9wnc* Each nartv shall provide prompt written notice to the ash other if 9++nef either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in Architect's Instruments of Service. 1.2.2.8 Owner will furnish buildin• •ermits without char e. Electrical lumbin and other trade res onsibilit of the construction contractor. An char • • es which ma 4 • be assessed for ta • fees will be ermits will be the aid b Owner and are not to be included b Architect in the specifications for the Pro'ect. 1,2.2,9 Owner will provide Architect with miscellaneous items such as the Pro'ect Facili Pro ram two 2 co ies of the Ci of Round Rock General and Su. element Conditions for Buildin. Construction Instructions to Bidders Pro osal Forms Wale Rates Contract and Bond Forms Bid Advertisement Form and such other information and materials as ma be necess and practicable for the orderl and expeditious pro rens of the work and the awardin of the construction contract. To the extent practicable these documents shall be utilized in the preparation of the construction documents. 1.2.3 ARCHITECT 1.2.3.1 The services performed by Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein in attached and accom.an in documents in sup elemental documents and in related documents. 1.2.3.2 Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Architect shall submit for Owner's approval a schedule for the performance of Architect's services which initially shall be consistent with the time periods established in Subparagraph 1. 1.2.6 and which shall 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 except for reasonable cause, be exceeded by Architect or Owner. authorities having jurisdiction over the Project. Time limits established by this schedule approved by Owner shall not, with respect to the Project. 1.2.3.3 Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect's behalf 1.2.3.4 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. 1.2.3.5 Except with Owner's knowledge and consent, Architect shall not engage in any activity, employment, interest or contribution that would reasonably appear to compromise Architect's professional judgmenttany w with respect to this Project. 1.2.3.6 Architect shall review laws, codes, and regulations applicable to Architect's services. Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. 1.2.3.7 Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by Owner. ee4 Each Darty shall provide prompt written notice to the OwneF becomes aware of any errors, omissions or inconsistencies in such services or information. other if AFel+iteet either ARTICLE 1.3 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 1.3.1.1 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. 1.3.1.2 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 ractor's overhead and profit. 1.3.1.3 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 1.3.2.1 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. instruments of the • const rofessional service. Nevertheless letion of the work and articular Pro'ect for which the o e of Owner u ruction as to the modifications to same without the ex construction as to the • the • • on com • Owner acknowled . es Architect's construction documents are tans and ecifications •re an • modifications to the use the tans and • Owner a ree cost includin documents b • a • lans and ress written authorization of Architect. However at cifications were desi u nor written authorization of Architect. Owner a b construct other similar • ared under this A reement shall become ment in full of all monies due to Architect Until com s ecifications are desi ned Owner ma an time after ned Owner ma articular Pro'ect for which the fans and s s ecifications desi to the fullest extent • • • tans and ecifications without the ned s • • • etion of not make an COM • etion of reuse or make Architect for a ermitted b law reasonable attorne s' fees Owner or an without the written authorization of Architect. • articular Pro'ect to desi to indemni rees not to • erson or entit arisin out of that ac vires an n or and hold Architect harmless from an ro claim habili unauthorized reuse or modification of the construction or obtains the tans and ects. or • s • ecifications from or throu h Owner 1.3.2.2 Upon execution of this Agreement, Architect grants to Owner a eienesiekl&i.ve_44e.en.se to Architect's Instruments of Service solely for purposes of constructing, using and maintaining the ojectt,,nprovideddthat Owner shall comply with all 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 default of this Agreement, termination all originals and reproductions in Owner's possession or control. If and upon the date Architect is adjudged in pee/4404g Owner is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Si completing, using and maintaining the Project. ervce selely for the purposes of 1.3.2.3 wner not permission granted herein to another partyawithoutsthenpr delegate, written o pledge Ar or otherwise transfer any license chitect. However, Owner shall permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment supplierto reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by4ieeft se Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is ermitted. _ . . . -: without liability to Architect and Architect's consultants. Any unauthorized use of the Instruments of Service shall be at Owner's sole risk and 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 et eei not otherwise provided in this Agreement. 1.3.2.5 All •tans and drawin s will be •re b 36 -inch or maximum 32 -inch b Architect to Owner for a when the sheets are re roduced and reduced to half size.eet with all 1.3.2.6 U•on coma letion of the construction of the Pro ect Architect shall within thirt final ins ection deliver to Owner the re roducible Record Dra herein. In addition Architect shall submit ori conditions provided by the contractor ared and submitted b 42 -inch drafting h • letterin • • • royal on a minimum 24 -inch rocessed in ink or inals of 6 all encil and clearly le 30 calendar da s f II ecifications as described su• ible wm s and Record S o owm documents listed under Section 1.3.2.1 modifiedto emental) • record 1.3.2.7 Architect shall have no Iiabili for chan es made to the drawin.s com letion of the Pro'ect. le shall be sealed b the architect makin marked to reflect what was chan ed or modified An such chan 1.3.3 CHANGE IN SERVICES 1.3.3.1 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, +f --req ittfed-bi b other architects subse that chan e and shall be al .ro.riatel • uent to the It is ex ressl reimbursable ex a reed and understood b enses all • arties that as to services hereunder the total sum of '. 17 600.00 • lus authorized to an amount not to exceed '.1 400.00 shall re resent the absolute limit of Owner's Iiabili to contract must be dul authorized b Cit Council resolution_. Architect unless same shall be chan.ed b Su • elemental A_reement hereto. An such Su • .lemental A reement to this 1.3.3.2 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 mediation 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to matter relates to or is the subject of alien 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 mediationlfor-by 1.3.4.2 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 ion l med er legal or equitable proceedings, which shall be stayed pending mediation for' at per dalof s xty (60) days fromprocd in advancef the date of filing, unless stayed for a longer period by agreement of the parties or court order. 1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 1.3.5 ARBITRATION 1.3.5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents e accorded in the arbitration proceeding. to be joined in the arbitration proceeding if Architect's presence is required or requested by Ownr for comP complete relief to arbitrationtoe be 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 ng to this Agreement. This mutual waiver is applicable, without ermination in accordance with Paragraph 1.3.8. relati ut Itmrtatton, to all consequential damages due to either 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the laws of the state of Texas and venue shall lie in Williamson Count Texas 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, .. Contractor. ••• - . as modified between Owner and 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts accrued and the applicable statutes of limitations shall commence to run not Completion for acts or failures to act occurring prior to Substantial Completion or for Payment for acts or failures to act occurring after Substantial Completion. In 8 or failures to act shall be deemed to have later than either the date of Substantial the date of issuance of the final Certificate no event shall such statutes of limitations commence to run any later than the date when Architect's services are substantially completed. 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 modifie between wne waivers in favor of the other parties enumerated herein. or Architect, as appropriate, shall require of the contractors, consultants, agents and empllooy es of anyando of them similar Owner third party against either Owner or Architect. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a 1.3.7.6 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. 1.3.7.7 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. 1.3.7.8 If Owner requests Architect to execute certificates, the proposed language of such certificates shall be submitted to Architect for review at least fourteen (14) days prior to the requested dates of execution. Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 1.3.7.9 Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this 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 1.3.8.1 If Owner fails to make payments to Architect in accordance with this Agreement, such failure shall may be considered substantial nonperformance and _. performance of services under this Agreement. If Architect elects to suspend services, prior to suspension of services, , cause for suspension of Architect shall give seven fifteen 15 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 nonnondisouted sums due prior to suspension. . Architect's the rem and the es shall be equitably adjusted. It is ex.ressl a reed and u de stood bfeall .oarties that r as' ng to servicesservshereunder �me schedules the total sum of '.17 600.00 .lus authorized reimbursable ex.enses in an amount not to exceed limit of Owner's liabilit to Architect unless same shall b h the absolute Su. elemental A•reement to this contract must be dul 400.00 shall re e c an resent ed b Su. elemental A • reement hereto. authorized b Cit Council resolution. • • An such 1.3.8.3 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. 1.3.8.4 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 9 initiating the termination. 1.3.8.5 This Agreement may be terminated by Owner upon not less than Owner's convenience and without cause. seven (7) days' written notice to Architect for 1.3.8.6 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 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. g 1.3.8.8 In connection with the work outlined in this A ma cancel or indefinite! sus of Owner u on seven 7 da notice all work and labor bein satisfactoril com accom • fished • 1.3.8.3 Nothin unsatisfacto A • reement contrac default reement it is a and full end further work hereunder or terminate this contract ont act either for cause or for the convenience s' written notice to Architect with the understandin erformed under this A feted and shall be com for to the recei • understood b that diate] of said eement shall cease. Architect shall invoice nvo ce Owner for all work ensated in accordance with the of this A Architect that Owner u on recei of said notice No amount shall be due for lost or antic] contained in Section 1.3.8.2 immediate] Owner's re as determined b Owner shall not be nor shall this section constitute a waiver of an re above shall re resentative or which is not submitted in com ments to Architect when Arch n which Own or erformance of this A ated uire Owner to uired to make an includm the 11 ht to brin le 1.3.9 PAYMENTS TO ARCHITECT al action for dama a ht at law or ate es to force s U eement rofits. for all work a for an work which is fiance with the terms of this itect is ' default under this Owner ma have if Architect is in reement ecific m 1.3.9.1 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 g 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. 1.3.9.2 Reimbursable Expenses, in an amount not to exceed 1 400.00 are in addition to compensation for Architect' services and include expenses incurred by Architect and Architect's ems related to the Project, as identified in the following Clauses:soyees and consultants directly .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 I.5.5.; .8 other similar direct Project related expenditures. 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed o the basis of hourly rates or a multiple of Direct Personnel Expense shall he available to Owner or Owners authorize representative at mutually convenient times. °' d 10 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. P yment taxes 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. €el-le�vs: (List other documents, if any, delineating Architect's scope of services) 1.4.1.3 Other documents as follows: (List other documents, if any, forming part of the Agreement) "Su. elemental A . eement No. 1" su..lementin . Standard Form of A • reement Between Owner and Architect with Standard Form of Architect's Services AIA Document B141-1997. 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: The Americans with Disabilities Act ADA and Texas Accessibilit Standards ADA/TAS to desi n TAS rovides that it is a violation of the 26 1993 that does not meet the can demonstrate that it rofessional efforts to inte r licable ulations as the to the and construct a facilit for first occuanc later than Janua accessibili usabilit re where an entit and im ractical to meet such re ADA/TAS re Project. . uirements of the ADAJTAS exce . uirements. Architect will use his or her reasonable uirements and other federal state and local laws rules codes ordinances and re is structurall et a .. 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 com ensation for services hereunder shall not exceed the sum of '. 17 600.00 .lus authorized reimbursable ex.enses in an amount not to exceed 1 400.00 which sum shall include such items as travel resentations tele. hone ostal or courier services and other similar ex enses. 1.5.2 If the services of Architect are changed as described in Subparagraph 1.3.3.1, Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below a 1 IP co es re e roductions (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classift employees, if required Idents specific 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 11 adjusted in accordance with their normal salary review practices. 1.5.7 An initial payment of Zero and No/100 Dollars 00.00 shall be made upon execution of this Agreement and is the minimum payment under this Agreement. Subsequent services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set�forth f Inr this Agreement. 1.5.8 Payments are due and payable thin 30 days from the date of Architect's invoice, or not later than the time eriod re.uired under the Texas Prom,t Pa ment Act whichever is later. Non-dis,uted amounts unpaid siy_Ay_thil 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 m provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers) a3 affect the validity of this This Agreement entered into as of the day and year first written above. OWNER CITY OF ROUND ROCK, TEXAS By: ATTE By: VI e'curto.i. Christine R. Martinez, City Secretary FOR CIT By: Stephan 404,41!: I Sheets, City At PROVED S TO FORM: 12 ARCHITECT ARCHITECTURE P By: .,e1e-Z- Mac Ragsdale. AIA, Principal SUPPLEMENTAL AGREEMENT NO. 1 THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141-1997 for the following Project: Professional design services for Vehicle Maintenance Parts Room Addition located at 901 Luther Peterson all as are more specifically identified and described in the accompanying AIA Document B141- 1997. his Supplemental Agreement No. 1 is made and entered into as of the 41 day of 0610 , 2006, and is by and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or "Owner") and Architecture Plus, with offices located at 1907 N. Lamar Blvd #260, Austin Texas 78705 (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: aon- DtF -I® - 00097897/jkg 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. Schematic/Design Development $5,280.00 Construction Documents $7,920.00 Bidding $ 880.00 Construction Administration $3,520.00 Sub -Total $17,600.00 Reimbursable Maximum $1,400.00 TOTAL $19,000.00 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 $17,600.00, plus Reimbursable Expenses up to a limit of $1,400.00. 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 2 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 3 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 contract(s) services: (1) The Construction Phase will commence with the award of the Construction Contract and will terminate following the final one-year warranty inspection of the completed Project, correction of all defects in Project materials and workmanship, and resolution of all Project -related claims and disputes. During the Construction Phase, Architect shall provide the following services: (2) Architect shall provide administration of the Construction Contract as set forth in the Construction Documents, specifically the General and Supplementary General Conditions. Architect's assigned authority thereunder will not be substantially modified without Architect's written consent. (3) Architect, as a representative of City, shall advise and consult with the Director and will keep City informed in writing through him of the progress of the Project, including percent complete on a monthly basis, during the Construction Phase; and after issuance of the "work order" to proceed with the work, all of City's instructions to its Contractors will be issued through Architect. Architect will have authority to act on behalf of Owner only to the extent provided in this Agreement unless otherwise properly modified by written amendment. 4 (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. 5 (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 6 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 $ 17,600.00 Reimbursables (not to exceed) $ 1,400.00 Total $ 19,000.00 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 $1,400.00 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. 9 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." 12 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 June 1, 2007. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: Completion of services not later than June 1, 2007. 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. 13 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: Mac Ragsdale, AIA 1907 N. Lamar Blvd #260 Austin, Texas 78705 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: a'thkt»e a Christine R. Martinez, City Secretary By: FOR CITY, APPROVED AS TO FORM: By: L Step an L. Sheets, City Attorney ARCHITECTURE PLUS By: 6-2,, Mac Ragdale AIA, Principal 15 DATE: SUBJECT: ITEM: October 4, 2006 City Manager Approval -October 27, 2006 Action authorizing the City Manager to execute a Standard Form of Agreement with Architectural Plus for design of addition to Vehicle Maintenance Building for parts storage. Department: Engineering and Development Services Staff person: Larry Madsen, Construction Manager Justification: This Agreement is for design of a 1,000 square foot addition to parts room at the vehicle maintenance building at 901 Luther Peterson Drive. Architectural Plus designed the original building and is well qualified for design of the new addition. Funding: Cost: $19,000.00 Source of funds: General Self Finance Construction Outside Resources: N/A Background Information: N/A Public Comment: N/A