CM-08-05-116DATE: 4/23/2008
SUB3ECT: City Manager - 5/2/2008
ITEM: Action authorizing the City Manager to execute a Standard Form of
Agreement with Architectural Plus for professional design services to
Vehicle Maintenance Facility located at 901 Luther Peterson Place.
Department: Engineering and Development Services
Staff Person: Tom Word, Chief of P.W. Operations
Larry Madsen, Construction Manager
.justification:
This agreement is for re -designing the parts room, enclosing an open work bay for small
engine and providing covered storage for tires at the Vehicle Maintenance Facility.
Funding:
Cost: $15,800.00
Source of funds: General Self Finance Construction
Outside Resources:
Architectural Plus
Background Information:
Architectural Plus designed the original building in
Public Comment:
N/A
Standard 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 attomey is encouraged with respect to its completion or modification.
AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED A1A DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, C1997 by The American Institute of
Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution.
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
1.3 TERMS AND CONDITIONS
1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.5 COMPENSATION
AGREEMENT made as of the Sf C OY\('I (01- ) day of the month of
Eight.
(In words, indicate day, month and year)
BETWEEN the Architect's client identified as the Owner:
(Name, address and other information)
City of Round Rock
221 East Main Street
Round Rocks Williamson and Travis Counties, Texas 78664
and the Architect:
(Name, address and other information.)
Architecturejlus
1907 N. Lamar Blvd.. #260
Austin. Texas 78705
in the year Two Thousand
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. Electronic Format B141-1997. Page #1
00136007/jkg
For the following Project:
(Include detailed description of Project.)
Professional services including but not limited to architectural. structural. and MEP desii n, documents, and construction support
suitable for permits. bidding. and construction for the following: approximately L000 sf addition to an existing pre-engineered
metal building for vehicle parts storage: enclosure of an existing 550 sf open work bay of an existing pre-engineered metal
building for small engine repair. expansion of an existing break/supervisor's area in the Vehicle Maintenance Facility (VMF);
and provision of a covered tire storage area. Professional services for this Project shall include but not be limited to
Schematic/Design Development, Construction Documents, Bidding. and Construction Administration.
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 or a statement such as "not applicable," "unknown at
time of execution" or "to be determined later by mutual agreement.')
Architect shall furnish the aforementioned services, including but not limited to meeting with Owner representatives and
others designated by Owner to determine space needs and requirement_ provide design services including materials
selections: coordinate with MEP engineers as needed:.provide architectural contract documents for permitting. bidding and
construction; and make the following services available only if requested: preparation of color boards for color and material
selections: provide construction observation services: and provide other specialized services
Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review. which is g
requirement of federal law to comply with ADA if construction budget exceeds $50.000.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Idents or describe, if appropriate, proposed use or goals)
Professional design services for Vehicle Maintenance Facility (VMF)_ Parts Room Addition. on site at 901 Luther Peterson,
Round Rock, Texas.
1.1.2.2 The physical parameters are:
(Iden: fy or describe. ifappropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site.)
1.1.23 The Owner's Program is:
(Ident fy documentation or state the manner in which the program will be developed.)
See Paragraph 1.1.1 herein.
Professional design and space planning services (including coordination with MEP engineers and services as necessary)
related to the expansion of the VMF as delineated herein.
Schematic/Design Development $ 3.850
Construction Documents $ 3,850
Bidding $ 1.570
Construction Administration $ 5,130
Subtotal $14,400
Reimbursable Expense (not to exceed) $ 1,400
TOTAL $15,800
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.)
2
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:
Owner's overall budget for the Proiect is unknown at this time. and is to be developed and approved in conjunction with
receipt of informaton garnered from the performance of this Agrreement. Current estimate for budget is approximately
$150,000 (original expansion balance) plus approximately $95.000 for additional scope. for a total of $245,000 including
A/E fees and expenses.
Architect's total compensation for delineated services shall not exceed the sum of Fourteen Thousand Four Hundred and
No/100 Dollars ($14,400.00), plus Reimbursable Expenses in an amount not to exceed One Thousand Four Hundred and
No/100 Dollars ($1.400.001. Customary reimbursable expenses include computer generated plots and prints used for Owner
review permitting. pricing of preliminary drawings, bidding and construction documents. reprographic fees, shipping and
delivery fees. supplies associated with the Proiect, final documents reproduction of existing construction documents. ADA
review of construction documents. fees associated with governmental entities. and other similar expenses.
1.1.2.6 The time parameters are:
(Identify, if appropriate, milestone dates, durations or fast track scheduling.)
Services hereunder shall commence immediately upon receipt by Architect of this executed Agreement. Completion shall
be not later than twelve (12) months from date of execution of this Agreement. Other time parameters or adjustments to
time parameters may 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 or other statutorily -allowed alternate delivery method.
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 The Owner's Designated Representatives are:
(List name, address and other information.)
Larry Madsen
Liaison Construction Manager, Public Works Department
City of Round Rode
2008 Enterprise Drive
Round Rock. Texas 78664
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who arc required to review the
Architect's submittals to the Owner arc:
(List name, address and other information.)
James R. Nuse, P.E.
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.)
MEP Services - Hendrix Consulting Engineers
Structural Engineering - Fisher Hagood
3
1.1.3.4 The 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
1.13.5 The consultants retained at the Architect's expense are:
(List discipline and, if known, identify them by name and address)
See Paragraph 1.1.3.3 herein.
Upon execution of this Agreement, Architect agrees that it will submit to City within ten (101 days a list of all additional
consultants it intends to utilize. not previously identified in Architect's proposal, delineating their respective tasks. All of
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 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 ajtall 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.
•
.. Owner agrees to negotiate compensation to Architect as Additional Services
for time Owner directs Architect to spend at the iobsite beyond the contracted construction period.
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 or City Manager action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 Owner and Architect shall fully cooperate with one another to fulfill all of their respective obligations required
under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working relationships
among all mcmbers 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 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 undate 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.
4
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 nay 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 thc 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-O+.ner 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 adjoining property; rights-of-way, restrictions. easements,
encroachments, zoning. deed restrictions. boundaries. contours and other data pertaining to existing buildings or astacent 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
pot to be included by Architect in the specifications for the Project. However. Owner agrees to reimburse Architect the
actual costs of review fees associated with Texas Building Accessibility reviews.
1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program. twof21 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 thc 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 Thc 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 accompanyingdocuments. 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 y 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.
1.233 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.
1.23.4 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.
5
1.2.35 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.
1.23.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. 'TM of Each party shall provide prompt written notice to the Owner other if the rohiteet
either becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
13.1 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.
13.1.2 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, a
for Contractor's overhead and profit
1.3.13 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.
1.3.2 INSTRUMENTS OF SERVICE
13.2.1 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. The "_ehir a_d t e
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 dgsires. without
restriction on future use: by execution of this Agreement and in onfumation of the fee for services to be paid under this
Agreement. Architect here.y 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 propertv rights
acknowledged by law in the Project designs and work product developed under this Agreement. Copus 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, includingagents. employees. consultants or
subcontractors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner,
13.2.2 Upon execution of this Agreement, the Architect grants to the Ownernerienc-Insive-lieense permission to reproduce
the Architect's Instruments of Service nein& 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. Thc
Architect shall obtain similar permission from the Architect's consultants consistent with this
Agreement.
the date the Architect is adjudged in default of this Agreement,
_ the Owner is permitted to authorize othcr similarly credentialed
design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments
of Service stalely for the purposes of completing, using and maintaining the Project.
If and upon
13.23
The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license
permission granted herein to another party without the prior written agreement of the Architect. however, the Owner shall
6
be permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to
reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by
Submission or dismmbution of Instruments of Service to meet official regulatory
requirements or for similar purposes in connection with the Project is permitted.
Any unauthorized use of the Instruments of Service shall be at
thc Owner's sole risk and without liability to the Architect and the Architect's 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 Architcct any electronic data for incorporation into thc 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 er:-Iieenses 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 24 -inch
by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet. with all lettering processed in ink or pencil and clearly legible
when the sheets are reproduced and reduced to half size.
1.3.2.6 Upon completion of the construction of the Proiect, 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 as provided by the General Contractor.
1.3.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion
of the Proiect. 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
is expressly understood and agreed by and between the parties hereto that any alteration in schedule. compensation and
Change in Services shall be effected onlv by Supplemental Agreement hereto. Any_such Supplemental Agreement to this
contract must be duly authorized by Citv Council resolution_or City Manager action. It is expressly agreed by the parties
that. as to services hereunder. the total sum of $14.400.00 plus authorized reimbursable expenses not to exceed the total sum
of 51,400.00 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by
Supplemental Agreement hereto.
d;
7
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 erg
arbitrntiea:
1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation
with the other party to this Agreement
Request for mediation shall be filed in writing
mediation shall proceed in advance of arbitration
et 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
13.5.1 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.
8
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.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by th.-
laws of the state of Texas, and venue shall lie in Williamson Couny. 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.
13.7.3 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 thc date when the Architect's services are substantially completed.
1.3.7.4 To the extent damages arc 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, 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 thc 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 Projcct.
13.7.8 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
othcr party with respect to ail covenants of this Agreement. Neither the Owner nor thc 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 aeeerdanee 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
9
suspension of services, the Architect shall give seven fifteen f l5' 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 schedules shall be equitably adjusted.
tetminatiett
Soh --1.3.8.7.
1.3.8.2 In connection with the work outlined in this Agreement. it is agreed and fully understood by Architect that Owner
Tnav cancel or indefinitely susnend 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 Proiect 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
Proiect. 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.
13.9.2 Reimbursable Expenses,in an amount not to exceed 51,400.00, 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;
10
.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.
1.3.93 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on
the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized
representative at mutually convenient times.
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 B I41-1997, as herein amended.
fellows:
(List other documents, if any, delineating Architect's scope of services.)
1.4.13 Other documents as follows:
(List other documents, if any, forming part of the Agreement)
"Supplemental Agreement No. 1" supplementing Standard Fonn of Agreement 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 Accessibility Standards (TAS) provide that it is a violation of the
ADA/TAS to design and construct a facility for first occupancv later than January 26, 1993 that does not meet the
accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally
impractical to meet such requirements. Architect will usehis/her best professional efforts to interpret and meet applicable
ADA/TAS requirements and other federal, state and local laws, rules, codes. ordinances and regulations as they apply to the
Project.
ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described herein, compensation shall be computed as follows:
Architect's total compensation for services hereunder shall not exceed the sum of $14,400.00 established herein. plus
11
authorized reimbursable expenses in a sum not to exceed $1,400.00. which sum for reimbursable expenses shall include the
actual costs of such items as are delineated in Paragraph 1.3.9.2 herein.
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation may
be adjusted. Such adjustment shall be calculated as described below
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and
identify Principals and classify employees, if required. Identify specific services to which particular methods of
compensation apply)
1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (1. 00)
times the amounts billed to the Architect for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5
as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by
the Architect, and the Architect's employees and consultants.
1.55 Other Reimbursable Expenses, if any, are as follows:
1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement
shall be adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No/100 Dollars ($ 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.
15.8 Payments are due and payable thirty f30) days from the date of the Architect's invoice, or not later than the time
period required under the Texas Prompt Payment Act. whichever is later. Non -disputed amounts unpaid sixtv (60) days
after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from
time to time at the principal place of business of the Architect.
(Insert rate of interest agreed upon.)
One percent (1 %) per month
(Usury laws and requirements under the Federal Truth in Lending .4ct, similar state and local consumer credit laws and
other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may
affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and
also regarding requirements such as written disclosures or waivers.)
Paragraph 2.
This Agreement entered into as of the day and year first written above.
OWNER
CITY OF ROUND ROCK, TEXAS
Sara L. White, City Secretary
ARCHITECT
ARCHITECTURE PLUS
By: &AOC kJ
Mac Ragsdale, AIA, Principal
FOR , APPOVE AS TO FORM:
t
Stephatii Sheets, City ttorney
12
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF TRAVIS
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 services, including but not limited to architectural, structural, and MEP
design, documents, and construction support suitable for permits, bidding, and
construction for the following: approximately 1,000 sf addition to an existing pre-
engineered metal building for vehicle parts storage; enclosure of an existing 550 sf open
work bay of an existing pre-engineered metal building for small engine repair; expansion
of an existing break/supervisor's area in the Vehicle Maintenance Facility (VMF); and
provision of a covered tire storage area. Professional services for this Project shall
include but not be limited to Schematic/Design Development, Construction Documents,
Bidding, and Construction Administration
all as are more specifically identified and described in the accompanying AIA Document
B141-1997.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements, that being the day of , 2008, and likewise is by
and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipal
corporation of Williamson and Travis Counties, 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, as is recited in the Agreement this document supplements, City intends to design
and construct the described project (hereinafter called the "Project"). Architect's services are desired
under this Supplemental Agreement No. 1 for the purposes as recited therein. Total compensation for
Architect's services under this Agreement shall not exceed the following: $14,400.00, plus reimbursable
expenses in an amount not to exceed $1,400.00.
WAFREAS, as is recited in the Agreement this document supplements, City desires to contract
with Architect for the delineated professional services in connection with design and construction of the
Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will
budget therefor; and
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed
to provide such professional services for the compensation delineated previously and herein;
00136027/jkg
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the Agreement this document supplements and herein, hereby agree as follows:
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 this Agreement.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions as
recited in Paragraph 1.1.2.5 of accompanying AIA Document B141-1997.
City shall compensate Architect for the following Scope of Work services:
Schematic/Design Development $ 3,850
Construction Documents $ 3,850
Bidding $ 1,570
Construction Administration $ 5.130
Subtotal $14,400
Reimbursable Expense (not to exceed) $ 1.400
TOTAL $15,800
Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly
authorized by City Council Resolution or City Manager action, Architect's total compensation hereunder
shall not exceed $14,400.00, plus a not -to -exceed amount of $1,400.00 for approved Reimbursable
Expenses. These amounts represent the absolute limit of City's liability to Architect under this
Agreement, 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 phases described below, and
include complete planning, architectural, design, mechanical/electrical/plumbing engineering services,
document production, and construction services, and such other services as may be necessary to assist the
City in the design and construction of the Project, within the limits the 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 in
Architect's proposal, delineating their respective tasks. All of Architect's consultants shall be subject to
the approval of the City through its City Manager, and City reserves the right to reject any consultant.
Architect shall perform all work hereunder in a manner satisfactory and acceptable to the City,
represented by its City Manager or his designee, hereinafter referred to as "Director." A Performance
Schedule shall be agreed to by Architect and Director, and Architect agrees to use its best efforts to
complete all services hereunder in accordance with such Performance Schedule. All services shall be
performed to the highest professional standard.
2
2.02 Phase Services Requirements. Architect shall provide Phase Services as delineated in Exhibit
"A-1" attached hereto and included herein by reference for all purposes.
2.03 Project Representation Beyond Basic Services. In the event that circumstances should develop
whereby additional representation on the Project 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.
2.04 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 Director and Architect. Where City
Council or City Manager authorization is required, Architect shall not proceed until the appropriate
Resolution or directive for such Additional Services has been delivered. The following services are not
covered under Article II, which defines and outlines Architect's Basic Services. If any of these Additional
Services are authorized in writing by 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. 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 may be 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
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 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
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this
Project has not been fully ascertained as of the date of making of these Contract Documents. Architect, in
consultation with City, shall determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, and will make reasonable adjustments in the
scope of the Project to bring it within the limits when fixed. With City approval, Architect may also
include in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. If the
lowest responsible bid is within the fixed limit of total Budgeted Construction Cost for the Project, or
Architect's latest detailed estimate of Probable Construction Cost is still less than the fixed limit of
total Budgeted Construction Cost for the Project, City shall pay Architect fees for Basic Services in
accordance with this Agreement.
4.02 Procedures if bid(s) exceed Budgeted Construction Costs. If the lowest responsible bid
exceeds its portion of the fixed limit of total Budgeted Construction Cost for the Project, and as a result
thereof, or otherwise, the latest estimate of Probable Construction Cost exceeds such fixed limit of total
Budgeted Construction Cost for the Project, City at its option may either (1) give written approval of an
increase in such fixed limit, with no obligation to increase Architect's fee, or (2) authorize rebidding
within a reasonable time, or (3) cooperate in revising the Project scope and quality as required to reduce
the Probable Construction Cost. In the case of (3), Architect, without additional charge, shall immediately
modify the Drawings and Specifications as necessary to bring the Project cost within the budgeted fixed
limit, or within any higher fixed limit subsequently authorized by City. Providing this service shall be the
limit of Architect's responsibility in this regard, and having done so, Architect shall be entitled to his fees
in accordance with this Agreement.
ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures at actual costs 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 in advance.
5.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the following
shall be reimbursable: reasonable transportation and living expenses of principals and employees when
traveling in connection with the Project outside of Williamson County, Texas, essential long distance
calls and telegrams, 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.
5.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work, not due
4
to Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for
the City's use shall be reimbursable.
5.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the
Texas Department of Licensing and Regulation for review and approval of design or development
documents shall be reimbursable.
5.05 Texas Commission for Environmental Quality fees. Any fees charged to Architect by the
Texas Commission for Environmental Quality for Water Pollution Abatement Plan and for Sewage
Collection Fee shall be reimbursable.
5.06 Special Consultants. If the employment of special consultants for specialized design services is
authorized by City, (for example, special lighting and landscape consultants, special soil mechanics
engineers, communications consultants, etc.), fees for other than normally required architectural,
mechanical, electrical engineering services and the Basic Services hereinbefore defined, shall be
reimbursable.
ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly in
proportion to the degree of completion of each phase, but not to exceed the following percentages of the
respective fees at the completion and approval of each phase of the work:
FEE APPORTIONMENT BY PHASE
Schematic/Design Development $ 3,850
Construction Documents $ 3,850
Bidding $ 1,570
Construction Administration $ 5,130
Subtotal $14,400
Reimbursable Expense (not to exceed) $ 1,400
TOTAL $15,800
6.02 Reimbursable Expenses and Additional Services. Payments for authorized Reimbursable
Expenses and Additional Services for Architect, as hereinbefore referred to, shall be made following
presentation, review and approval of Architect's detailed invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
6.05 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 the services performed on account
5
of it prior to receipt of written notice from City through its Director of such abandonment or suspension.
6.06 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 Director. All payments to
Architect shall be made on the basis of the invoices submitted by Architect and approved by Director.
Such invoices shall conform to the schedule of services and costs in connection therewith set out
hereinabove. All Reimbursable Expenses shall be clearly shown. Should additional backup material be
requested by Director, Architect shall comply promptly with such request. In this regard, should Director
determine it necessary, Architect shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
6.07 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.
6.08 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 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.
ARTICLE VII
ARCHITECT'S ACCOUNTING RECORDS
7.01 Accounting Records. Records of Architect's Consultant and Reimbursable 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 VIII
TERMINATION AND DEFAULT
8.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that 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. All
plans, field surveys, maps, cross sections and other data, designs and work related to the 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 architect for continuation of services on the Project, Architect shall cooperate in providing
information.
6
8.02 Default. Nothing contained in Section 8.01 above shall require City to pay for any work which is
unsatisfactory as determined by 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.
ARTICLE IX
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 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.
9.02 Contract Administration. This Agreement shall be administered on behalf of City by its City
Manager, and Architect shall fully comply with any and all instructions from Director. Any dispute
arising hereunder shall be submitted to Director, whose decision in the matter shall be final and binding.
ARTICLE X
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
10.01 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 their 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, his employees, subcontractors, agents and consultants.
10.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its
officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and
expenses for personal injury (including death), property damage or other harm for which recovery of
damages is sought, suffered by any person or persons, that may arise out of or be occasioned by
Architect's breach of any of the terms or provisions of this Agreement, or by any negligent act or
omission of Architect, his officers, agents, associates, employees or subconsultants, in the performance of
this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability
resulting from the sole negligence of City, its officers, agents, employees or separate contractors, and in
the event of joint and concurrent negligence of both Architect and City, responsibility and indemnity, if
any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without,
however, waiving any governmental immunity available to City under Texas law and without waiving
any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of
the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other
person or entity.
10.03 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
7
Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this
Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily, regardless of whether
or not City is proven to have actively induced or contributed to the infringement. Architect will 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 of City 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.
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.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Agreement the minimum professional liability insurance coverage in the amount of Five Hundred
Thousand Dollars ($500,000.00) from a company authorized to do insurance business in Texas and
otherwise acceptable to City.
(c)
10.05 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 stipulated minimum
insurance required in Section 10.04 above, including the required provisions and additional policy
conditions as shown below in Section 10.06, unless specifically waived by the City Manager.
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
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 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
whatever nature.
10.07 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.
ARTICLE XI
COMPLIANCE WITH LAWS. CHARTER AND ORDINANCES. ETC.
11.01 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.
11.02 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 XII
TERM
12.01 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
hereof until final completion of the Project and all architectural/engineering and construction
9
administration services in connection therewith, including the final one (1) year warranty inspection, and
resolution of any outstanding Project -related claims or disputes.
12.02 Project Performance Schedule.
Time of completion of the services referenced herein shall be as follows:
Completion of services not later than twelve (12) months from date of Notice to Proceed.
Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of
this Agreement by express written agreement of the parties.
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 all services
required under this Agreement in the highest professional manner.
ARTICLE XIII
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
13.01 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.
13.02 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 XIV
GENERAL PROVISIONS
14.01 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 will constitute a material breach of this Agreement. Architect shall be fully
responsible for its delays or for failures to use his best efforts in accordance with the terms of this
Contract. 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.
14.02 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.
14.03 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 in this Agreement without prior written authorization of City's Director.
10
14.04 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.
14.05 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 Contract shall be governed by and construed in accordance with the laws and court decisions of the
State of Texas.
14.06 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
and to:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, Texas 78644
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
Mac Ragsdale
Architecture Plus
1907 N. Lamar Blvd. #260
Austin, Texas 78705
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its
corporate name by the person duly authorized to execute the same in its behalf by Resolution No.
approved by the City Council on 4o a&OO , and
Architecture Plus, signing by and through its duly authorized representati+e, 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, TEXAS
By:
By:
Sara L. White, City Secretary
11
FOR CITY, ' PROVED AS TO FORM:
By:
Step
L. Sheets, ity Attorney
THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS
78711-2337 OR 333 GUADALUPE, SUITE 2-350, AUSTIN, TEXAS 78701-3942, TELEPHONE (512)
305-9000, HAS JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS'
REGISTRATION LAW, TEXAS CIVIL STATUTES, ARTICLE 249a.
12
EXHIBIT "A"
SCOPE OF WORK
PROJECT SCOPE
Project scope is understood to consist of approximately 1,000 sf addition to an existing pre-
engineered metal building for vehicle parts storage; enclosure of an existing 550 sf open work
bay of an existing pre-engineered metal building for small engine repair; expansion of an
existing break/supervisor's area in the Vehicle Maintenance Facility (VMF); and provision of a
covered tire storage area. Budget is understood to be approximately $245,000, including A/E
fees and expenses, comprising approximately $150,000 (original expansion balance) plus
approximately $95,000 for additional scope.
BASIC SERVICES
Design and Documents
Prepare complete construction documents consisting of plans, elevations, schedules, details, and
specifications. Attend document review meetings with Owner at phased submissions of
schematic/design development (35%) and final review (95%). Corrections will be incorporated
into the next phased submission. Owner -requested revisions to previously approved documents
may be subject to additional service fees. Existing documents for parts room expansion are
understood to remain substantially as currently described.
Submit plans, along with required support documents, for review to agencies with jurisdiction,
and make follow-up revisions as necessary (including City of Round Rock and
TDLR/Architectural Barriers).
Bid Phase
Re -issue parts room expansion for bids along with additional scope items.
Maintain control and issuance of bid documents to plan rooms and prospective bidders, including
addenda, and manage communications during bid process.
Attend pre-bid conference.
Review bids with Owner and make recommendations.
00106253/jkg
Construction Phase
Attend pre -construction conference and site visits during construction to assure quality and
compliance with documents. This receivable includes up to four (4) progress visits for Architect
and two (2) each for Structural and MEP Engineer, plus a final and one (1) follow-up if
requested. Observation reports will be issued after each progress meeting and a punch list will
be issued at final walk-through.
Respond in a timely manner to RFIs and clarifications/interpretations of bid documents.
Review submittals and shop drawings.
Assist in making finish material and color selections.
Upon completion of construction, furnish CAD drawings on CD to Contractor for its use in
creating record drawings, or provide to the Owner as an additional service.
ASSUMPTIONS AND EXCLUSIONS
Existing building CAD drawings are substantially correct, and extensive field verification or
additional as -built documentation is not necessary. Basic investigation of existing systems and
conditions is included.
Removal of asbestos or other hazardous materials is not included. Owner will furnish an
asbestos survey if required by City, and will implement any removal which may be required.
Drawings will be prepared in AutoCad 2004.
The scope of A/E design services extends to 5' outside the building. Some minor site work, such
as gate relocation, may be incorporated into the drawings. Site utilities, parking lot revisions,
landscaping or civil engineering is assumed to not be necessary.
Electrical, gas, city water, fire water, and sanitary sewer utilities currently exist in the building
with sufficient capacity to support the new work. The work of this project will connect to these
existing building systems without modification. If existing infrastructure, such as electrical
capacity, is found to require upgrading, such design work will be subject to an additional service
fee.
Telecom, data, and security systems are to be provided and installed by Owner. A/E will
coordinate with system requirements.
Owner will furnish all relevant design standards and Owner -furnished equipment specifications
prior to work being commenced.
MEP testing, start-up, training, and commissioning services are not included.
2
Detailed estimates of probable construction costs are not included. A/E will provide opinions of
probable costs based on area or unit quantities at each phased submission.
PROJECT SCHEDULE
A/E will endeavor to expedite the design and documents phase without sacrifice to completeness
and quality. A/E estimates a minimum of sixty (60) days as necessary to complete documents,
exclusive of Owner review time. Construction time should allow for 120-150 calendar days.
ADDITIONAL SERVICES
Additional services are defined as any services not listed as basic, including revisions to
previously -approved plans, changes in project scope, or additional work necessitated by
unknown or unforeseen circumstances. Additional services must be requested and approved by
Owner, and would be performed either at an hourly rate or negotiated rate (see Attachment "A"
for A/E hourly rates).
3
EXHIBIT "A-1"
PHASE SERVICES REQUIREMENTS
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).
Two (2) copies of Statement of Probable Construction Cost in a form acceptable
to City.
(b)
(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
Probable Construction
contract following legal
assist City as follows:
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
at on and schedul ng requirementssd the Construcon , the
various on-site conditions, and thecoordination
Preparation of required addenda to Contract Documents.
(a)
Cost, Architect shall assist City in awarding a construction
public bid requirements. During the bid process, Architect shall
(c)
(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 fc
thelacceptability
ds. Reviews of bidsshall and, if i consider required
the
City, more detailed analyses of pe
responsiveness of bids and their conformity with Bid Documents.
2.04 Construction Phase - Administration of the
nstruction Contract(s). Architect
sall provide the following constructionphase - 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) 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.
(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 famished 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.