CM-07-03-045CITY OF ROUND ROCK AGREEMENT FOR
CONSULTING SERVICES FOR REVISED PROGRAMMING/
CONCEPTUAL DESIGN SERVICES FOR PROPOSED CITY HALL
WITH PAGE SOUTHERLAND PAGE, LLP
This Agreement (hereinafter referred to as the "Agreement") is made by and between the
City of Round Rock, a Texas home -rule municipal corporation, with offices located at 221 East
Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as the "City"), and Page
Southerland Page, LLP, with offices located at 400 West Cesar Chavez Street, Fifth Floor,
Austin, Texas 78701 (hereinafter referred to as the "Consultant").
This Agreement is for revised programming/conceptual design consulting services
relating to the City of Round Rock's proposed City Hall.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated consulting
services; and
WHEREAS, City desires to contract for such consulting services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than twelve (12) months from the effective date
of this Agreement.
City reserves the right to review the project at any time, including at the end of any
deliverable or phase, and may elect to terminate the project with or without cause or may elect to
continue with the next deliverable or phase.
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1.02 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a total sum not to exceed Twenty-three Thousand Four Hundred
Fifty and No/100 Dollars ($23,450.00). Said sum is a fixed not -to -exceed amount, and shall be
paid for services and the Scope of Work deliverables as delineated in Section 1.03. This amount
does not include expenses which otherwise are reimbursable under this Agreement as delineated
in Section 1.04.
1.03 SCOPE OF WORK
For purposes of this Agreement, Consultant has issued its Scope of Work for the
assignments delineated herein. Such Scope of Work is delineated in this Section 1.03. This
Agreement and any exhibits shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services and deliverables described under the
referenced Scope of Work within the contract term specified in Section 1.01. Consultant's
undertakings shall be limited to performing services for City and/or advising City concerning
those matters on which Consultant has been specifically engaged. Consultant shall perform its
services in accordance with this Agreement and in accordance with the referenced Scope of
Work. Consultant shall perform its services in a professional and workmanlike manner.
Consultant shall not undertake work that is beyond the Scope of Work set forth herein in
Section 1.03. However, either party may make written requests for changes to the Scope of
Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all
relevant details, and must be embodied in a valid Supplemental Agreement as described in
Section 1.05 hereof.
Scope of Work
The parties agree that this Scope of Work is predicated on the following assumptions:
(1) A revised building size of approximately 40,000 gsf;
(2) The housing in this smaller building of certain key functions, with others to
remain in the existing City Hall building;
(3) Capability of this smaller building to accommodate growth to at least 2020; and
(4) Total project budget (including soft costs) of $11,845,000.
The Scope of Work shall include the following:
(1)
Revise program information to include only the following areas:
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(a) City Council Chambers
(b) Mayor's Office
(c) Administration
(d) Human Resources
(e) Legal
(2) Revise Master Plan documents and coordinate with civil engineering master plan
to show reduced building square footage and parking capacity;
(3) Prepare conceptual design massing images to show how the reduced building
mass should be configured to accomplish Master Plan urban design goals for the
campus;
(4) Prepare conceptual plan to show how future expansion may occur.
Additional Services: In the event that City increases the scope of work, or City extends
the duration of the project with additional requests not delineated in this Agreement, or City
requests additional follow-up meetings or presentations not delineated in this Agreement, then
Consultant may bill such additional time on an hourly basis using its standard hourly rates in
effect when the charges are incurred. The parties agree that Consultant's fees stated in this
Agreement do not include any costs associated with the time or expenses of meeting participants
or other consultants not specifically noted.
Exclusions: This Scope of Work specifically excludes the following:
(1) Surveying;
(2) Geotechnical Engineering;
(3) Environmental Assessments;
(4) Cost Estimating;
(5) Furniture, Fixtures and Equipment;
(6) Marketing Brochures;
(7) Permit Fees;
(8) Security/Datacom;
(9) Signage;
(10) Reimbursable expenses as delineated herein; and
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(11) Multi -phase design or construction packages, including fast-track construction
and multiple prime construction contracts.
1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES
Payment for Services: In consideration for the consulting services to be performed by
Consultant, City agrees to pay Consultant the following "Payment for Services:"
Fees for the listed professional services and deliverables in the total amount of Twenty-
three Thousand Four Hundred Fifty and No/100 Dollars ($23,450.00) shall be paid by City in the
following manner: Upon delivery of the Scope of Work deliverables, City shall be invoiced by
Consultant and City shall thereupon make its payment of $23,450.00.
Payment for Reimbursable Expenses: Payment for customary reimbursable expenses,
including administrative charges and out-of-pocket expenses, shall not exceed the maximum sum
of One Thousand Five Hundred and No/100 Dollars ($1,500.00). City shall pay Consultant for
reimbursable expenses, as appropriately invoiced and documented, at actual cost. Reimbursable
expenses shall include but shall not be limited to such items as the following:
(1) Transportation charges for local and out-of-town travel;
(2) Hotel charges;
(3) Subsistence charges; and
(4) Routine administrative expenses including such items as long distance telephone
calls, facsimiles, courier services, postage, photocopy charges, supplies,
reproduction charges, and shipping.
Not -to -Exceed Total Payment for Professional Services: Unless subsequently
changed by Supplemental Agreement to this Agreement, Consultant's total compensation for
consulting services hereunder shall not exceed Twenty-three Thousand Four Hundred Fifty and
No/100 Dollars ($23,450.00), and Consultant's total reimbursement for allowable reimbursable
expenses shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00). These
amounts represent the absolute limit of City's liability to Consultant hereunder unless same shall
be changed by additional Supplemental Agreement, and City shall pay, strictly within the
confines of the not -to -exceed sums recited herein, Consultant's professional fees and
reimbursable expenses for work done on behalf of City.
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon project
claims, whether paid by City or denied.
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1.05 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by the City Council or City Manager, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment following delivery of all deliverables, Consultant shall
prepare and submit a detailed invoice to City, in accordance with the delineation contained
herein in Section 1.04, for services rendered. Such invoice for professional services shall track
the referenced Scope of Work, and shall detail the services performed, along with documentation
for each service performed. Payment to Consultant shall be made on the basis of the invoice
submitted by Consultant and approved by City. Such invoice shall conform to the schedule of
services and costs in connection therewith.
Should additional backup material be requested by City relative to service deliverables,
Consultant shall comply promptly. In this regard, should City determine it necessary, Consultant
shall make all records and books relating to this Agreement available to City for inspection and
auditing purposes.
Payment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.10 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
1.07 REQUIRED REPORTS
Consultant agrees to provide City with all required draft reports, progress reports, and
final written reports, together with all information gathered and materials developed during the
course of the project. Additionally, Consultant agrees to provide City with up to two (2) oral
presentations of such written reports, at City's designation and at no additional cost to City,
provided such presentations are scheduled within the term of this Agreement. Consultant agrees
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to provide City with copies of the reports as delineated herein, and a version of the final report in
digital format.
1.08 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of services to be performed is enumerated in
Section 1.03 herein, and may not be changed without the express written agreement of the
parties. Notwithstanding anything herein to the contrary, the parties agree that City retains
absolute discretion and authority for all funding decisions, such to be based solely on criteria
accepted by City which may be influenced by but not be dependent on Consultant's work.
1.09 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then -current fiscal year.
1.10 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Consultant will be made within thirty (30) days of the day on which City receives the
performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
whichever is later. Consultant may charge a late fee of one percent (1%) for payments not made
in accordance with this prompt payment policy; however, this policy does not apply to payments
made by City in the event:
(1) There is a bona fide dispute between City and Consultant concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
(2) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(3)
There is a bona fide dispute between the parties and subcontractors or between a
subcontractor and its suppliers concerning supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
(4) Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
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1.11 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that City may terminate this
Agreement for the convenience of City, upon thirty (30) days' written notice to Consultant, with
the understanding that immediately upon receipt of said notice all work being performed under
this Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and
shall be compensated in accordance with the terms hereof for work accomplished prior to the
receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated
profits for work terminated under this Agreement. Unless otherwise specified in this Agreement,
all data, information, and work product related to this project shall become the property of City
upon termination of this Agreement, and shall be promptly delivered to City in a reasonably
organized form without restriction on future use. Should City subsequently contract with a new
consultant for continuation of service on the project, Consultant shall cooperate in providing
information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which is
unsatisfactory as determined by City or which is not submitted in compliance with the terms of
this Agreement.
Default: City may terminate this Agreement, in whole or in part, for default if City
provides Consultant with written notice of such default and Consultant fails to cure such default
to the satisfaction of City within ten (10) business days of receipt of such notice (or a greater
time if permitted by City).
If Consultant defaults in performance of this Agreement and if City terminates this
Agreement for such default, then City shall give consideration to the actual costs incurred by
Consultant in performing the work to the date of default. The cost of the work that is useable to
City, the cost to City of employing another firm to complete the useable work, and other relevant
factors will affect the value to City of the work performed at the time of default. Consultant
shall not be entitled to any lost or anticipated profits for work terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of City and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities which occurred
prior to termination.
Nothing contained in this section shall require City to pay for any work with is
unsatisfactory as determined by City, or which is not submitted in compliance with the terms of
this Agreement.
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1.12 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed.
Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(3)
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
(5)
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
(7)
1.13 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement.
1.14 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required to enable Consultant to provide the services called for.
City shall cause its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
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accurate and complete. Consultant may rely upon any written directives provided by City or its
designated representative concerning provision of services.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. City shall furnish information which
includes but is not limited to access to City property, preliminary information and/or data
regarding City, pertinent correspondence with other local municipal and planning officials,
previous analyses or studies, and other pertinent information. Consultant agrees, within ten (10)
days of the effective date of this Agreement, to provide City with a comprehensive and detailed
information request list.
1.15 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that City is subject to the Texas Public Information
Act and its duties run in accordance therewith.
All data relating specifically to City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
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Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein
shall preclude or limit Consultant from providing similar services for other clients.
Neither City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
City and delivered to City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to
Consultant. City shall have a non-exclusive, non -transferable license to use Consultant's
Confidential Information for the City's own use including for the purposes for which they were
delivered.
1.16 REPRESENTATIONS
Consultant represents that all services performed hereunder shall be performed with the
reasonable care and competence which is ordinarily applied by reasonably prudent design
professionals practicing under similar circumstances and conditions. Consultant shall re -perform
any work not in compliance with this warranty. CONSULTANT DISCLAIMS ALL OTHER
WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
1.17 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of this Agreement,
then and in that event City shall give written notification to Consultant; thereafter, (a) Consultant
shall either promptly re -perform such services to City's satisfaction at no additional charge, or
(b) if such deficient services cannot be cured within the cure period set forth herein in Section
1.11, then this Agreement may be terminated for default.
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In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by City, its directors, employees or agents.
1.18 INDEMNIFICATION
Consultant and City each agree to indemnify and hold harmless the other from and
against any and all amounts payable under any judgment, verdict, court order or settlement for
death or bodily injury or the damage to or loss or destruction of any real or tangible personal
property to the extent arising out of the indemnitor's negligence in the performance of this
Agreement.
Consultant agrees to indemnify and hold harmless City from and against any and all
amounts payable under any judgment, verdict, court order or settlement for Third Party claims of
infringement of any trade secrets, copyrights, trademarks or trade names alleged to have
occurred and arising from the deliverables provided by Consultant to City in connection with the
performance of this Agreement. Should City's use of such deliverables be determined to have
infringed, Consultant may, at its option: (i) procure for City the right to continue using such
deliverables provided or (ii) replace or modify them to make their use non -infringing while
yielding substantially equivalent results. If neither of the above options is or would be available
on a basis that is commercially reasonable, then Consultant may terminate this Agreement, City
shall return such deliverables provided, and Consultant will refund to City the fees paid for the
deliverables provided. This infringement indemnity does not cover claims arising from the
combination of such deliverables with products or services not provided by Consultant; the
modification of such deliverables by any person other than Consultant; deliverables complying
with or based upon (1) designs provided by or at the direction of City or (2) specifications or
other information provided by or at the direction of City; or use of systems, materials or work
performed in a manner not permitted hereunder or by another obligation of City to Consultant.
The indemnities in this section are contingent upon: (1) the indemnified party promptly
notifying the indemnifying party in writing of any claim which gives rise to a claim for
indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense
and settlement of such claim; and (3) the indemnified party cooperating with all reasonable
requests of the indemnifying party (at the indemnifying party's expense) in defending or settling
a claim.
1.19 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
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1.20 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold any state or federal income tax from any payments which are made to
Consultant.
If requested, City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
1.21 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the
term of this Agreement professional liability insurance coverage in the minimum amount of One
Million Dollars from a company authorized to do insurance business in Texas and otherwise
acceptable to City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Consultant, Consultant shall require each subconsultant performing work under this Agreement
to maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in the immediately preceding paragraph, including the
required provisions and additional policy conditions as shown below. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant
in order to assure compliance with the insurance requirements. Consultant 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.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
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(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
Consultant shall also notify City, within twenty-four (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 Consultant.
(3)
Terms "the City" or "the City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees
and agents in their official capacities, 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 future coverage, or to City's Self -Insured Retentions
of whatever nature.
(5) Consultant and City mutually waive subrogation rights each may have against the
other for loss or damage, to the extent same is covered by the proceeds of insurance.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Consultant shall be borne solely by Consultant, with certificates of insurance
evidencing such minimum coverage in force to be filed with City.
1.22 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use professional
efforts to comply with 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 local,
state and national boards, bureaus and agencies. Consultant shall further obtain all professional
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to City at the expiration of the term of this Agreement.
1.23 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
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or sale of any product, materials or equipment that will be recommended or required under this
Agreement.
1.24 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Larry Madsen
Construction Manager
2008 Enterprise Drive
Round Rock, Texas 78664
Telephone: 512-218-5552
Facsimile: 512-218-5563
Email: larrym@round-rock.tx.us
Consultant hereby designates the following representatives authorized to act in its behalf
with regard to this Agreement:
Daniel H. Brooks, AIA, LEED AP
Senior Vice President
Page Southerland Page, LLP
400 West Cesar Chavez Street, Fifth Floor
Austin, Texas 78701
Telephone: 512-472-6721
Facsimile: 512-477-3211
Email: dbrooks@pspaec.com
Matthew F. Kreisle III, AIA
Principal
Page Southerland Page, LLP
400 West Cesar Chavez Street, Fifth Floor
Austin, Texas 78701
Telephone: 512-472-6721
Facsimile: 512-477-3211
Email: mkreisle@pspaec.com
1.25 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to recipient's address as stated in this Agreement.
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Notice to Consultant:
Notice to City:
Page Southerland Page, LLP
400 West Cesar Chavez Street, Fifth Floor
Austin, Texas 78701
City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664-5299
AND TO
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664-5246
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.26 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to enforcement of any 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.
1.27 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
understand and expressly agree that, in the event of any conflict between the terms of this
Agreement and any other writing, this Agreement shall prevail. No modifications of this
Agreement will be binding on any of the parties unless acknowledged in writing by the duly
authorized governing body or representative for each party.
1.28 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator and Consultant shall select one mediator and those two mediators
shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with
the mediation shall be shared equally by the parties.
15
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
1.29 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
breach of this Agreement, only to the extent that such failure to perform, delay or default arises
out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
1.30 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
1.31 STANDARD OF CARE
Consultant represents that it is qualified by education and/or experience in the specific
technical areas involved to perform all of the services, responsibilities and duties specified herein
and that such services, responsibilities and duties shall be performed, whether by Consultant or
designated subconsultants, with the reasonable care and competence which is ordinarily applied
by reasonably prudent design professionals practicing under similar circumstances and
conditions.
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1.32 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
OWNER:
City of Round Rock, Texas
By:
Ap
d Name:
e
Date Signed: 3-a?tD-a
ed as to Form:
Step
L. Sheets, City Attorney
ARCHITECT:
Page Southerland Page, LLP
By: PSP chitect-Engineers Inc.
Its:
By:
Attest:
Date Signed: 3 -le - am'?
mho Taws, As31s f- edySeettlowii
Matthew F. Kreisle, III
Its: Principal
17
CERTIFICATE OF LIABILITY INSURANCE
Date: 02/21/07
PROFESSIONAL SERVICES
PRODUCER COMPANIES AFFORDING COVERAGE
USI Southwest
7600 B North Capital of IX Hwy , #200 A Liberty Insurance Underwriters, Inc.
Austin, TX 78731
B
INSURED
Page Southerland Page, LLP
3500 Maple Avenue, #600
Dallas, Texas 75219
C
D
THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to
the business operations hereinafter described, for the types of insurance and in accordance with the provisions of
the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted
below.
CO TYPE OF INSURANCE POLICY EFFECTIVE
LTR
NUMBER DATE
EXPIRATION
DATE
LIMITS
A PROFESSIONAL LIABILIIY AEE1961290106 03/01/06
03/01/07
$5,000,000 Each Claim
$5,000,000 Annual Aggregate
DESCRIPTION OF SPECIAL ITEMS/EXCEPTIONS
*Except in the event of non payment of premium
The aggregate limit is the total insurance available for claims presented within the policy period for all operations of insured the limit will be reduced by payment of
indemnity and expense.
Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty
(30)* days written notice to the certificate holder named below
CERIIFICAIE HOLDER: City ofRound Rock
221 E. Main Street
Round Rock, Texas 78664
attn: Christine Martinez, City Secretary
=--Rev-'x172/1'0/03-Professionallaability 0ertificate.doc=
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Typed Name: Jim Jimmerson
Iitle: Vice President
DATE: March 19, 2007
SUBJECT: City Manager Approval - March 23, 2007
ITEM: Action authorizing the City Manager to execute a Professional
Services Contract for revised programming/conceptual design
consulting services for the New City Hall with Page Southerland Page,
LLP.
Department: Engineering and Development Services
Staff Person: Larry Madsen, Construction Manager
Jus ification:
This agreement provides for program information for master planning with reduced building
square footage (reduce from 60,000 sq. ft. to possibly 40,000 sq. ft.) and possible phasing
of the building construction.
Funding:
Cost: $24,950.00
Source of funds: 2002 General Obligation Bonds
Outside Resources: Page Southerland Page, LLP.
Background Information: N/A
Public Comment: N/A
Blue Sheet Format
Updated 01/20/04