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CM-07-12-266Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services AIA Document B141 -1997 1997 Edition - Electronic Format This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, ©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 MENT made as of the (In words, indicate day, month and year.) day of the month of 1CCfl'Jt' in the year Two Thousand BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of Round Rock 221 East Main Street Round Rock, Williamson County, Texas. 78664 C"1-o7-12-Zte(v AIA DOCUMENT B141 -STANDARD FORM AGREEMENT -1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. 1 and the Architect: (Name, address and other information.) BWM Group LP 102 E. Main Street, Suite 200 Round Rock, Texas 78664 For the following Project: (Include detailed description of Project.) Conceptual sign design services associated with the possible development of a community entry sign along the Texas Department of Transportation's right-of-way along IH35 at Westinghouse road intersection. The Owner and Architect agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items by inserting the requested information ora statement such as "not applicable, ""unknown at time of execution" or "to be determined later by mutual agreement.') Consultant shall furnish the aforementioned services, including but not limited to rendering professional consultation and advice and furnishing conceptual sign design services. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Identify or describe, if appropriate, proposed use or goals.) This project consists of conceptual sign design services associated with the possible development of a community entry sign along the Texas Department of Transportation's right-of-way along IH35 at Westinghouse road intersection. 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site.) The physical location of the Project is in the Texas Department of Transportation's right-of-way's northwest corner of the IH35 at Westinghouse road intersection. 1.1.2.3 The Owner's Program is: (Identify documentation or state the manner in which the program will be developed.) The program of development shall include but not be limited to the following elements. The parties agree that elements may be omitted by Owner. 1. sign structure and adjoining elements 2. sign graphics 3. lighting 4. landscape plantings 2 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.) 1.1.2.5 The financial parameters are as follows: 1. Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: Architect's total compensation for services hereunder shall not exceed the sum of $10,750.00, plus authorized reimbursable expenses in an amount not to exceed $1,075.00. The consultant shall perform basic services for a lump sum fee plus reimbursable expenses. Fees assume no change in scope and services. 1. Project Initiation $2,150.00 2. Discovery $1,500.00 3. Preliminary Concept Development $5,300.00 4. Final Concept Development $1,800.00 Total Lump Sum Fee for services (not including reimbursable expenses) $10,750.00 Maximum Reimbursable Expenses $ 1,075.00 Total Maximum Fee plus Reimbursable Expenses $11,825.00 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling.) Not to exceed 13 weeks without consent of Client * Other time parameters or adjustments to time parameters are to be determined at a later date by mutual agreement of the parties hereto. 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 such as architectural planning will be engaged by negotiated contract. The general contractor for construction will be selected by competitive bidding. It is unknown at this time whether a construction management component will be utilized. 1.1.2.8 Other parameters are: (Identi 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 The Owner's Designated Representatives are: (List name, address and other information) Thomas E. Word, P.E. Chief of Public Works Operations 221 East Main Street Round Rock, Texas 78664 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review 3 the Architect's submittals to the Owner are: (List name, address and other information.) City Manager 221 East Main Street Round Rock, Texas 78664 1.1.3.3 The Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) Not selected at this time. 1.1.3.4 The Architect's Designated Representative is: (List name, address and other information) Tim Bargainer Principal 102 E. Main Street, Suite 200 Round Rock, Texas 78664 1.1.3.5 The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address) Upon execution of this contract, Architect agrees that it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified in Architect's Proposal Letter, delineating their respective tasks. All Architect's consultants shall be subject to the approval of City, and City reserves the right to reject any consultant. 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 -fellows: as modified between Owner and Contractor. Architect's responsibility to provide services for the construction phase under this Agreement commences with the award of the contract for construction and terminates at the issuance to Owner of the final certificate for payment. Duties, responsibilities and limitations of authority of Architect shall not be restricted, modified or extended without written agreement of Owner and Architect with consent of Contractor, which consent shall not be unreasonably withheld. Architect consents to the modifications of AIA Document A201, General Conditions of the Contract for Construction, between Owner and Contractor. 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. • It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 The 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. 4 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. The Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the Work, Owner's other costs, and reasonable contingencies related to all costs. 1.2.2.3 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the 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 requested in writing, the Owner shall furnish or pay for tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.6 The 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 the Owner's needs and interests. 1.2.2.7 The Owner Each party shall provide prompt written notice to the Architect other if the -Owner either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. 1.2.2.8 Owner shall furnish, or direct Architect to obtain at Owner's expense, a certified survey of the site giving, as required, grades and lines of streets, alleys,_pavements and adioining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are not to be included by Architect in the specifications for the Project. 1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as may be necessary and practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent practicable, these documents shall be utilized in the preparation of the construction documents. 5 1.2.3 ARCHITECT 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein. in attached and accompanying documents. in supplemental documents. and in related documents. 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the 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 the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. 1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the Owner. Each party shall provide prompt written notice to the Owner other if either becomes aware of any errors, omissions or inconsistencies in such services or information. 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 the 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 the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus for Contractor's overhead and profit. In addition, a 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner. 6 1.3.2 INSTRUMENTS OF SERVICE 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. • - - All Architect's designs and work product under this Agreement including, but not limited to, Tracings Drawings, Estimates, Specifications Investigations, Studies and other documents, completed or partially completed, shall be the property of Owner. to be used as Owner desires, without restriction on future use; by execution of this Agreement and in confirmation of the fee for services to be paid under this Agreement, Architect hereby conveys, transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Agreement. Copies may be retained by Architect. Architect shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect or anyone connected with Architect, including agents, employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner. 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a permission to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar permission from the Architect's consultants consistent with this Agreement. Agreement, pefmitting the 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 Service solely for the purposes of completing, using and maintaining the Project. If and upon the date the Architect is adjudged in default of this 1.3.2.3The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any liseese permission granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work : _ . _ _ _ - . • —. _ . _ - . ..e• . _ . . . Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Ar-thitects-oonsultants,Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architects consultants. 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the 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 orIiceeses not otherwise provided in this Agreement. 1.3.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 11 -inch by 17 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 7 1.3.2.6 Upon completion of the construction of the Project, Architect shall, within thirty (30) calendar days following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. In addition, Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions. Compensation therefor will be at standard hourly rates or re- negotiated as a fixed amount at that time. 1.3.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if and Paragraph- 5, It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. Service 1.3.4 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 mediation -- - -- - -• - =--- • - - - - - - = - - - - - - =- -- - - ----- -- - - - . If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation 8 1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation filed in writing with the other party to this Agreement Request for mediation shall be , mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from 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 Paragraph 1.3.1. 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 state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES 1.3.6.1 The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Paragraph 1.3.8. 9 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 County, 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, - _ : _ . _ :. _ : _ - _ - : - •• - • as modified between Owner and Contractor. 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the 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, _ . : _ . _ •_ e- : _ - - ::••-- as modified between Owner and Contractor. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The 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 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make payments to the Architect in aseerflanee substantial compliance with this Agreement, such failure shall may be considered substantial nonperformance and -. - : . _ -- • . : : , . • _ _ :- , .. ': •, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven fifteen (15) days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non -disputed sums due prior to suspension • - ' - - - - ' - - - . The Architect's fees for the remaining services and the time 10 schedules shall be equitably adjusted. 1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon 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 Owner for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. 1.3.9 PAYMENTS TO THE ARCHITECT 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses, in an amount not to exceed $1,075.00 are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; 11 . 3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; . 5 renderings, models and mock ups requested by the Owner; .7 reimbursable expenses as designated in Paragraph 1.5.5.; . 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 on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized representative at mutually convenient times. 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the 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. as follow&: (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.) Exhibit "A" Scope of Services. 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: It is expressly understood and agreed by and between the parties hereto that Architect shall be solely responsible for ensuring that the Project meets' all pre -construction, construction, and post -construction requirements imposed by the American Disability Act. ARTICLE 1.5 COMPENSATION 1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows: Architect's total compensation for services hereunder shall not exceed the sum of $10,750.00, plus authorized reimbursable expenses in an amount not to exceed $1,075.00. 1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation may be adjusted. Such adjustment shall be calculated as described below , " 12 (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply) 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one ( 1. 00 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by the Architect, and the Architect's employees and consultants. However, only for the reimbursable expenses which are delineated below in this subsection 1.5.4, the compensation shall be computed as a multiple of 1.00 times the amounts reasonably billed to Architect for such services: (a) Reproduction expenses for final plans and specifications required for bidding, files of Architect, Contractor, City, and other parties approved by City; reimbursable per statement accounts; and (b) Expenses of retaining engineers and other consultants approved by City to provide additional services. 1.5.5 Other Reimbursable Expenses, if any, are as follows: 1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 1.5.7 An initial payment of Zero and No/100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. 13 1.5.8 Payments are due and payable thirty (30) days from the date of the Architect's invoice, time period required under the Texas Prompt Payment Act, whichever is later. or not later than the Non -disputed amounts unpaid sixty f60) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof rate prevailing from time to time at the principal place of business of the Architect. at the legal (Insert rate of interest agreed upon.) t One and one-half percent (1 '/2%) per month (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations Owner's and Architect'sprincipal laces of business, g at the P the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures es or This Agreement entered into as of the day and year first written above. OWNER CITY OF ROUND ROCK, TEXAS By: ,�;,• dam s R. Nuse, P.E., City Manager Date . igned: 2 .24. , -, ATTEST By: Sara White, City Secretary FOR C ilk , '• 'PR VED S TO FORM: ii r.� Stepan 1\ Sheets, City Attorney ARCHITECT BWM aRtiv, LP By: TinilBargainer, ASLA CLARB, Principal Dale S Itoed: 14 EXHIBIT "A" PROJECT SCOPE OF SERVICES The Consultant shall provide professional landscape architectural services necessary for development of a conceptual design for a community gateway sign at the northwest intersection of interstate highway 35 and Westinghouse road for the City of Round Rock, Texas. Consultant shall perform the following basic services. BASIC SERVICES 1. Project Initiation 1.1 Kickoff meeting Meet with the client to review the scope and work plan, clarify expectations, and receive any base data of the study site available by client as well as copies of any previous studies, references or historical background data that client feels would be helpful in the course of the project. The team would also identify any additional data needs, establish lines of communication, and clarify timetables. 1.2 Obtain and Review existing City and/or TxDOT studies, plans, ordinances or projects. Review the City's existing comprehensive plan, zoning ordinance, and other applicable plans and ordinances for references to city's vision, culture and/or brand statements. The team will discuss projects currently under consideration with regards to the aesthetic that represents Round Rock. 1.3 Case Study of Similar Project(s) Visit similar projects completed by cities of Temple and Waco Texas to make on site assessments and photo document key planning, design, and management issues apparent to the Consultant. Consultant will endeavor to gain any additional insight through possible phone conversations with the key city staff that managed the implementation of these projects. 1.4 Prepare Base Maps Based on existing mapping provided by the client and data obtained from other available resources, prepare project base maps of the project location. 2. Discovery 2.1 On Site Assessment of Issues and Opportunities Visit project site to make an on site assessment and photo documentation of key planning and design issues, opportunities and constraints, including: • View distances, speeds, possible viewer sequences • Surrounding visual elements • Existing Landscape Character as viewed from both daytime and nighttime • Primary View directions 2.2 Establish of Performance Criteria Prepare a brief list of performance criteria to be achieved by the proposed design alternatives. These criteria will not only support overall project goals and objectives but will also consider the possibility of additional gateway signage and potentially subordinate district signage. 3. Preliminary Concept Development 3.1 Design Charrette • Facilitate an in-house brainstorming session with design team members to develop and evaluate a series of potential design concepts in the form of drawings. • Present series of concepts developed from the charrette to the Client and subsequent evaluation of each in relation to the performance criteria for feedback and direction. 3.2 Presentation to Client Refine concepts and prepare initial presentation to City Council for feedback and direction. 4. Final Concept Development 4.1 Final Plan Development Based on feedback from the Client/City Council, Consultant will revise and refine preliminary design recommendations into one consolidated concept. Consultant will prepare an opinion of probable construction costs for the Client evaluation and budgeting purposes. • Consultant to prepare and Present the final concept to Client/Council for approval to issue concept to TxDOT for review and comment as to their approval of the concept and general feedback as to any elements necessary for the city and TxDOT to enter into agreement for implementation and management of the proposed enhancements. 4.2 Delivery if Final Concept Drawings Consultant to submit final concept drawings to Client and to appropriate personnel at TxDOT for review and response. Consultant will attend one meeting with City and TxDOT personnel related to concept plans and issues requiring attention so to further process of the agreement. DATE: December 17, 2007 SUBJECT: City Manager Approval - December 21, 2007 ITEM: Action authorizing the City Manager to execute a standard form of agreement with BWM Group, LP for conceptual sign design services associated with the possible development of a community entry sign along the Texas Department of Transportation's right-of-way along IH35 at Westinghouse Road intersection. Department: Engineering and Development Services Staff Person: Tom Word, Chief of P.W. Operations Justification: This project consists of conceptual sign design services associated with the possible development of a community entry sign along the Texas Department of Transportation's right-of-way along IH35 at Westinghouse road intersection. Physical location of the project is in the northwest corner of the IH35 at Westinghouse Road intersection. Funding: Cost: Source of funds: $11,825.00 Outside Resources: N/A Background Information: N/A Public Comment: N/A Blue Sheet Format Updated 01/20/04