CM-08-05-123DATE: April 21, 2008
SUBJECT: City Manager -April 25, 2008
ITEM: Consider city manager approval for an agreement with 360
Architecture, Inc. for Conceptual Design Services for Event
Center and Renovations/Additions to Dell Diamond.
Department: Administration
Staff Person: Jim Nuse, City Manager
Justification: The Event Center project will require a preliminary, accurate
design and cost data. 360 Architecture is the firm most
familiar with the existing convention center complex.
Funding:
Cost: $25,000
Source of funds: HOT Funds
Outside Resources: 360 Architecture
Background Information:
Public Comment:
This is necessary to provide the appropriate cost
and design information to help ERA accurately
compete their report.
Sheets & Crossfield, P.C.
ATTORNEYS AT LAW
5119 East Main Street • Round Rock, TX 78664-5246
phone 512-255-8877 • fak 512-255-8986
May 6, 2008
Mr. C. Don Williams
Three Sixty Architecture
2001 N. Lamar, Suite 400
Dallas, TX 75202
Re: Re-execution of City of Round Rock agreements relating to conceptual
design services for Event Center and renovations/additions to Dell
Diamond
Mr. Williams:
Steve Sheets asked that we FedEx the enclosed referenced documents to you to
have you re -execute two original sets. Enclosed please find the following:
• "City of Round Rock Agreement for Conceptual Design Services for
Event Center and Renovations/Additions to Dell Diamond with 360 Architecture, Inc."
There are two identical originals of this document. Please execute on Page 13 of each
original. Please leave attached the Exhibit "A" appended behind Page 13.
• "Supplemental Agreement No. 1." There are two identical originals of
this document. Please execute on Page 11 of each original. There are no attached
exhibits appended to this document.
By this correspondence, we certify to you that no changes whatsoever have been
made to these documents other than to increase the reimbursable expense limit to
$2,500.00 from $1,750.00 everywhere the context demanded.
Following execution, please overnight the documents back to us in the packaging
provided. Thank you.
c_K-0E5-- 143
Very ty ly yours.
City of Round Rock Agreement
for Conceptual Design Services for
Event Center and Renovations/Additions to Dell Diamond
with 360 Architecture, Inc.
Based upon AIA Document B141 - 1997
1997 Edition - Electronic Format
Standard Form of Agreement between Owner and Architect
AGREEMENT made as of the Si iG `I- 7 ( LQ ) day of the month of
(In words, indicate day, month and year)
BETWEEN Architect/Consultant's client identified as Owner:
(Name, address and other information)
City of Round Rock
221 East Main Street
Round Rock, Williamson and Travis Counties, Texas 78664
and Architect/Consultant:
(Name. address and other information)
360 Architecture, Inc.
2001 N. Lamar, Suite 400
Dallas, Texas 75202
For the following Project:
(Include detailed description of Project)
I\Laki
in the year Two Thousand Eight.
Professional conceptual design services associated with the development of a new Event Center located adjacent to Dell
Diamond said Event Center to include (by way of illustration and not limitation) approximately 40,000 sf of multi -use exhibit
hall space divisible into two separate exhibit halls; pre -function space consisting of a lobby, concessions, restrooms and meeting
rooms- full commissary kitchen to support activities held in the Event Center; storage and dock area; and administration and
ticketing areas for Event Center staff.
Professional conceptual design services associated with building renovations and additions to Dell Diamond, said
renovations/additions to include (bv way of illustration and not limitation) the following: renovation of the existing press box
and 300 Win Club to a new Club Bar with seating and views to the ballpark (scoreboard control room and AV room to remain
intact)• provision of a new third level press box above the existing press box; provision of a new elevator and stair lobby entry
adjacent to the main entry for suite owners, club level patrons, and a new third level press box; provision of a new sun panel
design on the roof of the existing suite level to shade the third baseline seats and to provide advertising and/or ballclub graphics;
provision of new ballpark facility storage off the outfield concourse directly behind the centerfield maintenance building;
provision of new groundskeeping storage, groundskeeper offices, shower, and locker room in a permanent building in the same
general area as the current location of the temporary storage buildings; provision of approximately 10,000 sf of baseball club
operations, ticket and executive offices in outfield above the new ground floor storage; and renovation of existing 4,000 sf of
baseball club operations and ticketing offices to a party suite, business center and Round Rock civic offices.
Owner and Architect/Consultant agree as follows:
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions:
Architect/Consultant shall furnish the delineated services, including but not limited to rendering professional consultation
and advice and furnishing all necessary conceptual design services for the above -referenced Project.
00136624/jkg
CR -0C3-05, la3
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
This Project consists of planning and conceptual design services related to the following:
Professional conceptual design services associated with the development of a new Event Center located adjacent to Dell
Diamond, said Event Center to include (by wav of illustration and not limitation) approximately 40,000 sf of multi -use
exhibit hall space divisible into two separate exhibit halls; pre -function space consisting of a lobby, concessions restrooms,
and meeting rooms; full commissary kitchen to support activities held in the Event Center; storage and dock area; and
administration and ticketing areas for Event Center staff.
Professional conceptual design services associated with building renovations and additions to Dell Diamond, said
renovations/additions to include (by way of illustration and not limitation) the following: renovation of the existing press
box and 300 Win Club to a new Club Bar with seating and views to the ballpark (scoreboard control room and AV room to
remain intact); provision of a new third level press box above the existing press box; provision of a new elevator and stair
lobby entry adjacent to the main entry for suite owners, club level patrons, and a new third level press box; provision of a
new sun panel design on the roof of the existing suite level to shade the third baseline seats and to provide advertising and/or
ballclub graphics; provision of new ballpark facility storage off the outfield concourse directly behind the centerfield
maintenance building; provision of new groundskeeping storage, groundskeeper offices, shower, and locker room in a
permanent building in the same general area as the current location of the temporary storage buildings; provision of
approximately 10,000 sf of baseball club operations, ticket and executive offices in outfield above the new ground floor
storage• and renovation of existing 4,000 sf of baseball club operations and ticketing offices to a party suite, business center
and Round Rock civic offices.
1.1.2.2 The physical parameters are:
The physical location of this Project is at and adjacent to Dell Diamond, Round Rock, Texas.
1.1.2.3 Owner's Program is:
The program of development shall include but not be limited to the following elements. The parties agree that elements may
be omitted by Owner in order to meet the Project budget.
1. Event Center
a. Conceptual design of approximately 40,000 sf of multi -use exhibit hall space divisible into two separate
exhibit halls;
b. Conceptual design of pre -function space consisting of a lobby, concessions, restrooms, and meeting rooms;
c. Conceptual design of a full commissary kitchen to support activities held in the Event Center;
d. Conceptual design of storage and dock areas to support the Event Center; and
e. Conceptual design of administration and ticketing areas for Event Center staff.
2. Dell Diamond Renovations/Additions
a. Conceptual design for renovation of the existing press box and 300 Win Club to a new Club Bar with seating
and views to the ballpark (scoreboard control room and AV room to remain intact);
b. Conceptual design for provision of a new third level press box above the existing press box;
c. Conceptual design for provision of a new elevator and stair lobby entry adjacent to the main entry for suite
owners, club level patrons, and a new third level press box;
d. Conceptual design for provision of a new sun panel design on the roof of the existing suite level to shade the
third baseline seats and to provide advertising and/or ballclub graphics;
e. Conceptual design for provision of new ballpark facility storage off the outfield concourse directly behind the
centerfield maintenance building;
f. Conceptual design for provision of new groundskeeping storage, groundskeeper offices, shower, and locker
room in a permanent building in the same general area as the current location of the temporary storage
buildings;
g. Conceptual design for provision of approximately 10,000 sf of baseball club operations, ticket and executive
offices in outfield above the new ground floor storage; and
2
h. Conceptual design for renovation of existing 4,000 sf of baseball club operations and ticketing offices to a
party suite, business center and Round Rock civic offices.
3. Design Services
a. Architect/Consultant shall meet with City, tenant, operator, and all interested parties to establish a program of
spaces for the entire Project;
b. From such program, Architect/Consultant shall propose design solutions and studies to establish a consensus
for the entire Project design;
c. Architect/Consultant shall work with contractors and estimators to establish a construction estimate for the
entire Project; and
d. Objectives for the conceptual design package shall include (by way of illustration and not limitation) the
following: (i) a program of spaces for the entire Project; (ii) a site plan that addresses parking and traffic for
the Event Center, Dell Diamond, and future developments which will include but may not be limited to a new
hotel; and (iii) a cost estimate for the entire Project based upon the plans, sections and elevations generated
out of the design study.
1.1.2.4 The legal parameters are:
Not applicable.
1.1.2.5 The financial parameters are as follows:
Amount of Owner's overall budget for the Project, including Architect/Consultant's compensation is:
Not applicable.
The Fee Schedule relative to this Agreement is as follows:
A. Basic Professional Planning and Conceptual Design Services
In consideration for the professional services to be performed by Architect/Consultant, City agrees to pay
Architect/Consultant a total sum not to exceed Twenty-five Thousand and No/100 Dollars ($25,000.00). Said sum is a
fixed not -to -exceed amount, and shall be paid for services as delineated herein, and shall be based on Architect/Consultant's
standard hourly billing rate attached hereto as Exhibit "A" and incorporated herein by reference for all purposes.
TOTAL
B. Reimbursable Expenses Allowance
$ 25,000.00 (not to exceed amount)
Payment for customary reimbursable expenses, including administrative charges and out-of-pocket expenses shall not
exceed the maximum sum of Two Thousand Five Hundred and No/100 Dollars ($2,500.00). City shall pay
Architect/Consultant for reimbursable expenses, as appropriately invoiced and documented, at actual cost. Reimbursable
expenses shall include but not be limited to such items as the following: (i) travel expenses including airline, lodging,
meals, car rental and mileage; (ii) printing and reproductions, commercial and in-house; liii) postage, shipping and handling
and delivery of instruments of service; (iv) overnight and local courier charges for delivery of instruments of service; (v)
long-distance telephone and facsimile; and (vi) photography.
TOTAL
$ 2,500.00 (actual costs; not to exceed amount)
Not -to -Exceed Total Payment for Professional Services: Unless subsequently changed by Supplemental Agreement to this
Agreement, Architect/Consultant's total compensation for services hereunder shall not exceed $25,000.00, and
Architect/Consultant's total reimbursement for allowable reimbursable expenses shall not exceed $2,500.00. These
amounts represent the absolute limit of City's liability to Architect/Consultant thereunder unless same shall be changed by
additional Supplemental Agreement, and City shall pay, strictly within the confines of the not -to -exceed sums recited
herein Architect/Consultant's professional fees and reimbursable expenses for work done on behalf of City. No deductions
shall be made for Architect/Consultant's compensation on account of penalty, liquidated damages or other sums withheld
from payments to Architect/Consultant. No additions shall be made to Architect/Consultant's compensation based upon
Project claims, whether paid by City or denied.
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1.1.2.6 The time parameters are:
(Idents, if appropriate, milestone dates, durations or fast track scheduling)
Completion not later than twelve (12) months from date of execution of this Agreement.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identify method such as competitive bid, negotiated contract, or construction management.)
Professional services will be engaged by negotiated contract. General contractors for construction will be selected by
statutorily -allowable delivery methods.
1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements)
Not applicable.
1.1.3 PROJECT TEAM
1.1.3.1 Owner's Designated Representative is:
(List name, address and other information.)
James R. Nuse, P.E.
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78864
1.1.3.2 The persons or entities, in addition to Owner's Designated Representative, who are required to review
Architect/Consultant's submittals to Owner are:
(List name, address and other information)
Not designated at this time.
1.1.3.3 Owner's other Architect/Consultants and contractors are:
(List discipline and, if known, identify them by name and address.)
Not applicable.
1.1.3.4 Architect/Consultant's Designated Representative is:
(List name, address and other information)
C. Don Williams, AIA
360 Architecture, Inc.
2001 N. Lamar, Suite 400
Dallas, Texas 75202
1.1.3.5 The subconsultants retained at Architect/Consultant's expense are:
(List discipline and, if known, idents them by name and address)
Not designated at this time.
1.1.4 Other important initial information is:
Not applicable.
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 A201eu'rent as of the date of this Agreement, or as
€ellews: as modified between Owner and Contractor.
1.1.6 The information contained in this Article 1.1 may be
Architect/Consultant in determining Architect/Consultant's compensation.
4
reasonably relied upon by Owner and
_ - It is expressly agreed and understood
by all parties that, as to services hereunder, the total sum of $25,000.00 plus authorized reimbursable expenses in an amount
not to exceed $2,500.00 shall represent the absolute limit of Owner's liability to Architect/Consultant unless same shall be
changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly
authorized by appropriate action of the City Manager or City Council.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 Owner and Architect/Consultant shall cooperate with one another to fulfill their respective obligations under
this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project
team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project. Owner shall furnish to Architect/Consultant, within fifteen (15)
days after receipt of a written request, information necessary and relevant for Architect/Consultant to evaluate, give notice of
or enforce lien rights.
Owner shall establish and periodically update the budget for the Project.
1.2.2.3 Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Owner's behalf
with respect to the Project. Owner or Owner's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by Architect/Consultant in order to avoid unreasonable delay in the orderly and
sequential progress of Architect/Consultant's services.
1.2.2.4 Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize
Architect/Consultant to furnish them as a Change in Services when such services are requested by Architect/Consultant 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, Owner shall furnish or pay for
tests inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests,
tests for air and water pollution, and tests for hazardous materials.
1.2.2.6 Owner shall furnish all legal, insurance and accounting services, including auditing services, which may be
reasonably necessary at any time for the Project to meet Owner's needs and interests.
1.2.2.7 Owner Each party shall provide prompt written notice to the censultarn other if Owner either becomes
aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in Architect/Consultant's
Instruments of Service.
1.2.2.8 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the
responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are
not to be included by Architect/Consultant in the specifications for the Project.
1.2.2.9 Owner will provide Architect/Consultant 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
1.2.2.10
request:
Owner will provide the following services to Architect/Consultant in the performance of the Project, upon
A. Provide any existing data City has on file concerning the Project, if available.
B. Provide any as -built plans for existing facilities, if available.
C. Provide any as-builtplans for existing water and sanitary sewer mains, if available.
D. Assist Architect/Consultant, as necessary, in obtaining anv required data and information from local utility companies.
E. Provide standard details and specifications in digital format.
F. Assist Architect/Consultant by requiring appropriate utility companies to expose underground utilities within rights-of-
way or easements, when required.
G. Give prompt written notice to Architect/Consultant whenever City observes or otherwise becomes aware of any
development that affects the scope or timing of Architect/Consultant's services.
1.2.3 ARCHITECT/CONSULTANT
1.2.3.1 The services performed by Architect/Consultant, Architect/Consultant's employees and
Architect/Consultant's subconsultants 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 Architect/Consultant's services shall be performed as expeditiously as is consistent with professional skill
and care and the orderly progress of the Project. Architect/Consultant shall submit for Owner's approval a schedule for the
performance of Architect/Consultant's services which initially shall be consistent with the time periods established in
Subparagraph 1.1.2.6 and which :than may be adjusted, if necessary and approved by Owner , as the Project proceeds. This
schedule shall include allowances for periods of time required for Owner's review, for the performance of Owner's
consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by
this schedule approved by Owner shall not, except for reasonable cause, be exceeded by Architect/Consultant or Owner.
1.2.3.3 Architect/Consultant's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on
Architect/Consultant's behalf with respect to the Project.
1.2.3.4 Architect/Consultant shall maintain the confidentiality of information specifically designated as confidential
by Owner, unless withholding such would violate the law, create the risk of significant harm to the public or prevent
Architect/Consultant from establishing a claim or defense in an adjudicatory proceeding. Architect/Consultant shall require
of Architect/Consultant's subconsultants similar agreements to maintain the confidentiality of information specifically
designated as confidential by Owner.
1.2.3.5 Except with Owner's knowledge and consent, Architect/Consultant shall not engage in any activity, or accept
any employment, interest or contribution that would reasonably appear to compromise Architect/Consultant's professional
judgment with respect to this Project.
1.2.3.6 Architect/Consultant shall review laws, codes, and regulations applicable to Architect/Consultant's services.
Architect/Consultant shall respond in the design of the Project to requirements imposed by governmental authorities having
jurisdiction over the Project.
1.2.3.7 Architect/Consultant shall be entitled to reasonably rely on the accuracy and completeness of services and
information furnished by Owner. ^ _chitectJCon,.u1tpnt Each party shall provide prompt written notice to the Owner other if
AxelliteeriGerinuirant 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 Owner of all elements of the Project designed or specified by Architect/Consultant.
1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials
furnished by Owner and equipment designed, specified, selected or specially provided for by Architect/Consultant, including
the costs of management or supervision of construction or installation provided by a separate construction manager or
6
contractor, plus
for Contractor's overhead and profit.
1.3.1.3 The Cost of the Work does not include the compensation of Architect/Consultant and Architect/Consultant's
subconsultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of Owner.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by
Architect/Consultant and Architect/Consultant's subconsultants are Instruments of Service
t,
eopyfights, Owner acknowledges Architect/Consultant's construction documents are instruments of professional service.
Nevertheless the plans and specifications prepared under this Agreement shall become the property of Owner upon
completion of the work and payment in full of all monies due to Architect/Consultant, same to be used by Owner at its sole
discretion. Until completion of construction, as to the particular Project for which the plans and specifications are designed,
Owner may not make any modifications to same without the express written authorization of Architect/Consultant.
However, at any time after completion of construction, Owner may reuse or make any modifications to the plans and
specifications without the prior written authorization of Architect/Consultant. Owner agrees, to the fullest extent permitted
by law, to indemnify and hold Architect/Consultant harmless from any claim, liability or cost (including reasonable
attorneys' fees) arising out of any unauthorized reuse or modification of the construction documents by Owner or any person
or entity that acquires or obtains the plans and specifications from or through Owner without the written authorization of
Architect/Consultant.
1.3.2.2 Upon execution of this Agreement, Architect/Consultant grants to Owner a ^efleXe ••Sive 1iecnse permission
to reproduce Architect/Consultant's Instruments of Service solely for purposes of constructing, using and maintaining the
Project, provided that Owner shall comply with all obligations, including prompt payment of all sums when due, under this
Agreement. Architect/Consultant shall obtain similar exc'u lye 1iccn^es permission from Architect/Consultant's
subconsultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall
terminate this license. Upon such termination, Owner shall refrain from making further reproductions of Instruments of
Service and shall return to Architect/Consultant within seven (7) days of termination all originals and reproductions in
Owner's possession or control. If and upon the date Architect/Consultant defaults on this Agreement, theoregoing Been. c
• 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.
1.3.2.3
Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any 1ieense
permission granted herein to another party without the prior written agreement of Architect/Consultant. However, Owner
shall be permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to
reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by
license granted in Subparagraph 1.3.2.2. Submission or distribution of Instruments of Service to meet official regulatory
requirements or for similar purposes in connection with the Project is permitted.
Any unauthorized use of
the Instruments of Service shall be at Owner's sole risk and without liability to Architect/Consultant and
Architect/Consultant's subconsultants.
1.3.2.4 Prior to Architect/Consultant providing to Owner any Instruments of Service in electronic form or Owner
providing to Architect/Consultant any electronic data for incorporation into the Instruments of Service, Owner and
Architect/Consultant 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-lieer ses not otherwise provided in this
Agreement.
1.3.2.5 All plans and drawings will be prepared and submitted by Architect/Consultant 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.
7
1.3.2.6 Upon completion of the construction of the Project, Architect/Consultant 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/Consultant shall submit originals of all documents listed under Section 1.3.2.1
modified to record conditions provided by the contractor.
1.3.2.7 Architect/Consultant shall have no liability for changes made to the drawings by other Architect/Consultants
subsequent to the completion of the Project. Any such change shall be sealed by the Architect/Consultant making that
change and shall be appropriately marked to reflect what was changed or modified.
1.3.3 CHANGE IN SERVICES
1.33.1 Change in Services of Architect/Consultant, including services required of Architect/Consultant's
subconsultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually
agreed in writing.
provide those services. Except for a change due to the fault of Architeet/Consultant, Change in Services of
It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $25,000.00 plus authorized
reimbursable expenses in an amount not to exceed $2500.00 shall represent the absolute limit of Owner's liability to
Architect/Consultant unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement
to this Agreement must be duly authorized by appropriate action of the City Manager or City Council.
1.3.3.2 If any of the following circumstances affect Architect/Consultant's services for the Project,
Architect/Consultant shall be entitled to an appropriate adjustment in Architect/Consultant's schedule and compensation.
.1 Change in the instructions or approvals given by Owner that necessitate revisions in Instruments of Service;
.2 Enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to
previously prepared Instruments of Service;
3 Decisions of Owner not rendered in a timely manner;
.4 Significant change in the Project including to size, quality, complexity, Owner's schedule or budget, or
procurement method;
.5 Failure of performance on the part of Owner or Owner's Architect/Consultants or contractors;
.6 Preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding
except where Architect/Consultant is a party thereto;
.7 Change in the information contained in Article 1.1.
13.4 MEDIATION
13.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation . . . _ • .... . _ . If such
matter relates to or is the subject of a lien arising out of Architect/Consultant's services, Architect/Consultant may proceed
in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by
mediation orb• • a on.
1.3.4.2 Owner and Architect/Consultant shall endeavor to resolve claims, disputes and other matters in question
between them by mediation
in writing with the other party to this Agreement
Request for mediation shall be filed
8
_ and mediation shall proceed in advance of
arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days from
the date of filing, unless stayed for a longer period by agreement of the parties or court order.
1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1
1.3.4.
Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
Iimitstiens.
13.5.1 Owner and Architect/Consultant hereby expressly agree that no claims or disputes between Owner and
Architect/Consultant 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/Consultant consents to be joined in the arbitration proceeding if Architect/Consultant's
presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding.
13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 Architect/Consultant and Owner waive consequential damages for claims, disputes or other matters in
question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all
consequential damages due to either party's termination in accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by th
laws of the state of Texas, and exclusive jurisdiction 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,
and Contractor.
9
as modified between Owner
1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to
have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate
for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations
commence to run any later than the date when Architect/Consultant's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, Owner and
Architect/Consultant waive all rights against each other and against the contractors, Architect/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, current as of the date of this
Agrectent as modified between Owner and Contractor. Owner or Architect/Consultant, as appropriate, shall require of the
contractors, Architect/Consultants, agents and employees of any of them similar waivers in favor of the other parties
enumerated herein.
1.3.75 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor
of a third party against either Owner or Architect/Consultant.
1.3.7.6 Unless otherwise provided in this Agreement, Architect/Consultant and Architect/Consultant's subconsultants
shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous
materials or toxic substances in any form at the Project site.
1.3.7.7 Architect/Consultant shall have the right to include photographic or artistic representations of the design of
the Project among Architect/Consultant's promotional and professional materials. Architect/Consultant shall be given
reasonable access to the completed Project to make such representations. However, Architect/Consultant's materials shall not
include Owner's confidential or proprietary information if Owner has previously advised Architect/Consultant in writing of
the specific information considered by Owner to be confidential or proprietary. Owner shall provide professional credit for
Architect/Consultant in Owner's promotional materials for the Project.
1.3.7.8 If Owner requests Architect/Consultant to execute certificates, the proposed language of such certificates
shall be submitted to Architect/Consultant for review at least fourteen (14) days prior to the requested dates of execution.
Architect/Consultant shall not be required to execute certificates that would require knowledge, services or responsibilities
beyond the scope of this Agreement.
1.3.7.9 Owner and Architect/Consultant, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such
other party with respect to all covenants of this Agreement. Neither Owner nor Architect/Consultant shall assign this
Agreement without the written consent of the other, except that Owner may assign this Agreement to an institutional lender
providing financing for the Project. In such event, the lender shall assume Owner's rights and obligations under this
Agreement. Architect/Consultant shall execute all consents reasonably required to facilitate such assignment.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If Owner fails to make payments to Architect/Consultant in accordance with this Agreement, such failure
shall may be considered substantial nonperformance and :. -• ..• , cause for
suspension of performance of services under this Agreement. If Architect/Consultant elects to suspend services, prior to
suspension of services, Architect/Consultant shall give seven fifteen (15) days' written notice to Owner. In the event of a
suspension of services, Architect/Consultant shall have no liability to Owner for delay or damage caused Owner because of
such suspension of services. Before resuming services, Architect/Consultant shall be paid all non -disputed sums due prior
to suspension. and any expenses incurred in the •
Architect/Consultant's fees for the remaining services and the time schedules shall be equitably adjusted. It is expressly
meed and understood by all parties that, as to services hereunder, the total sum of $25,000.00 plus authorized reimbursable
expenses in an amount not to exceed $2,500.00 shall represent the absolute limit of Owner's liability to Architect/Consultant
unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must
be duly authorized by appropriate action of the City Manager or City Council.
• • ..
be compensated for services performed prior to notice of such suspension. When the Project is resumed,
10
end:
1.3.8.3 If the Project is suspended or Architect/Consultant's services are suspended for more than ninety (90)
consecutive days, Architect/Consultant may terminate this Agreement by giving not less than seven (7) days' written
notice.
1.3.8.4 This Agreement may be terminated by either party upon not less than seven (7) days' written notice should
the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party
initiating the termination.
1.3.8.5 This Agreement may be terminated by Owner upon not less than seven (7) days' written notice to
Architect/Consultant for Owner's convenience and without cause.
1.3.8.6 In the event of termination not the fault of Architect/Consultant, Architect/Consultant shall be compensated
for services performed prior to termination, together with Reimbursable Expenses then due.
1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include
expenses directly attributable to termination for which Architect/Consultant is not otherwise compensated. p1u ae-ameunt
1.3.8.8 In connection with the work outlined in this Agreement, it is agreed and fully understood by
Architect/Consultant that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either
for cause or for the convenience of Owner, upon seven (7) days' written notice to Architect/Consultant, with the
understanding that immediately upon receipt of said notice all work and labor being_performed under this Agreement shall
cease. Architect/Consultant 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.
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/Consultant when Architect/Consultant 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/Consultant 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 ARCHITECT/CONSULTANT
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly
upon presentation of Architect/Consultant's statement for services. No deductions shall be made from
Architect/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to
contractors, or on account of the cost of changes in the work other than those for which Architect/Consultant has been
adjudged to be liable.
1.3.9.2 Reimbursable Expenses, in an amount not to exceed $2,500.00, are in addition to compensation for
Architect/Consultant's services and include expenses incurred by Architect/Consultant and Architect/Consultant's
employees and Architect/Consultants directly related to the Project, as identified in the following Clauses:
.1 Transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.3 Reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
.. _.. ..
e
11
.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 all expenses
related to this Project shall be available to Owner or Owner's authorized representative at mutually convenient times.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement
between Owner and Architect/Consultant 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/Consultant. This
Agreement comprises the documents listed below.
1.4.1.1 "City of Round Rock Agreement for Conceptual Design Services for Event Center and
Renovations/Additions to Dell Diamond with 360 Architecture, Inc."
1.4.1.2 Other documents as follows:
(List other documents, if any, forming part of the Agreement)
"Supplemental Agreement No. 1" supplementing "City of Round Rock Agreement for Conceptual Design Services for
Event Center and Renovations/Additions to Dell Diamond with 360 Architecture, Inc."
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provides that it is a violation of the
ADA/TAS to design and construct a facility for first occupancy later than January 26, 1993, that does not meet the
accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally
impractical to meet such requirements. Architect/Consultant will use its reasonable professional efforts to interpret
applicable ADA/TAS requirements and other federal, state and local laws, rules, codes, ordinances and regulations as they
apply to the Project.
ARTICLE 1.5 COMPENSATION
1.5.1 For Architect/Consultant's services as described under Article 1.4, compensation shall be computed as
follows:
Architect/Consultant's total compensation for services hereunder shall not exceed the sum of $25,000.00, plus authorized
reimbursable expenses in an amount not to exceed $2,500.00, which sum shall include such items as travel, copies,
reproductions, presentations, telephone, postal or courier services, and other similar expenses.
1.5.2 If the services of Architect/Consultant are changed as described in Subparagraph 1.3.3.1, Architect/Consultant's
compensation shall be adjusted. Such adjustment shall be calculated as described below : ,
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and 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 Architect/Consultant's subconsultants, compensation shall be computed as a multiple of
one (1. 00) times the amounts billed to Architect/Consultant for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of one (1.00) times the expenses incurred by
Architect/Consultant, and Architect/Consultant's employees and subconsultants.
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1.5.5 Other Reimbursable Expenses, if any, are as follows:
1.5.7 An initial payment of Zero and No/100 Dollars ($00.00) shall be made upon execution of this Agreement and
is the minimum payment under this Agreement. o ! .. . :. - . Subsequent
payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the
basis set forth in this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of Architect/Consultant's invoice, or not later
than the time period required under the Texas Prompt Payment Act, whichever is later. Non -disputed amounts unpaid sixty
(60) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate
prevailing from time to time at the principal place of business of Architect/Consultant.
(Insert rate of interest agreed upon.)
One percent (1 %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations
at the Owner's and Architect/Consultant's principal places of business, the location of the Project and elsewhere may affect the validity of
this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as
written disclosures or waivers)
This Agreement entered into as of the day and year first written above.
OWNER:
CITY OF ROUND ROCK, TEXAS
By:
Print-. N. •e: -3-5 4Se
Title: g -t a-1aP r
Date Signed: S -1 -
ATTEST:
By:
Sara L. White, City Secretary
FOR CITY PROVED AS 0 FORM:
i
Steph L. Sheets, City Attorney
ARCHITECT/CONSULTANT:
360 ARCHITECTURE, INC.
By:
Printed Name: oil tow, ASS
Title: qNn.earDrL - (o A,Cte.a-lm.aRTK,E
Date Signed: (5/7/ oa
13
THREESIXTY ARCHITECTURE
EXHIBIT
D
D
360 Architecture
Hourly Rate Schedule
Senior Principal $200 - $250
Principal/Project Director $160 - $190
Senior Designer $150
Senior Project Manager $150
Project Manager/Information Technology Specialist $140
Senior Project Architect/Graphics Director $130
Designer $120
Project Architect/Project Interior Designer/Graphics Designer III $100
Architectural Illustration $90
Senior Staff Architect/Interior Designer/Graphics Designer II $80
Staff Architect II/Interior Designer II/Graphics Designer I $70
Staff Architect I/Interior Designer I/Graphics Designer Tech $60
Administrative Staff Support $50
CA Coordinator $50
Student Architect/Interior Designer $45
Please note that these are our current hourly categories and rates, which are subject to change based on annual salary
increases.
300 W 22ND STREET
KANSAS CITY, MO 64108
T. 816.472.3360
F. 816.472.2100
375 N FRONT ST. SUITE 350
1 COLUMBUS, OH 43215
T. 614.221.5407
F. 614.221.5510
1005 SANSOME, SUITE 234
SAN FRANCISCO, CA 94111
www.360architects.com
T. 415.362.3601
F. 415.362.3608
2001 N LAMAR, SUITE 400
DALLAS, TX 75202
T. 214.720.0360
F. 214.720.0361
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
This document is entitled Supplemental Agreement No. 1, and it supplements "City of
Round Rock Agreement for Conceptual Design Services for Event Center and
Renovations/Additions to Dell Diamond with 360 Architecture, Inc." for the following Project:
Professional conceptual design services associated with the development of a new
Event Center located adjacent to Dell Diamond, said Event Center to include (by
way of illustration and not limitation) approximately 40,000 sf of multi -use
exhibit hall space divisible into two separate exhibit halls; pre -function space
consisting of a lobby, concessions, restrooms, and meeting rooms; full
commissary kitchen to support activities held in the Event Center; storage and
dock area; and administration and ticketing areas for Event Center staff.
Professional conceptual design services associated with building renovations and
additions to Dell Diamond, said renovations/additions to include (by way of
illustration and not limitation) the following: renovation of the existing press box
and 300 Win Club to a new Club Bar with seating and views to the ballpark
(scoreboard control room and AV room to remain intact); provision of a new third
level press box above the existing press box; provision of a new elevator and stair
lobby entry adjacent to the main entry for suite owners, club level patrons, and a
new third level press box; provision of a new sun panel design on the roof of the
existing suite level to shade the third baseline seats and to provide advertising
and/or ballclub graphics; provision of new ballpark facility storage off the outfield
concourse directly behind the centerfield maintenance building; provision of new
groundskeeping storage, groundskeeper offices, shower, and locker room in a
permanent building in the same general area as the current location of the
temporary storage buildings; provision of approximately 10,000 sf of baseball
club operations, ticket and executive offices in outfield above the new ground
floor storage; and renovation of existing 4,000 sf of baseball club operations and
ticketing offices to a party suite, business center and Round Rock civic offices,
all as are more specifically identified and described in the accompanying "City of Round Rock
Agreement for Conceptual Design Services for Event Center and Renovations/Additions to Dell
Diamond with 360 Architecture, Inc.".
This Supplemental Agreement No. 1 is made and entered into as of the 1 LQ day of
'1 a� , 2008, and is by and between the same parties, those being the CITY OF
00136645/j kg
ROUND ROCK, a home -rule municipality (hereinafter referred to as "City" and/or "Owner")
and 360 ARCHITECTURE, INC., with offices located at 2001 N. Lamar, Suite 400, Dallas,
Texas 75202 (hereinafter referred to as "Architect/Consultant").
WITNESSETH:
WHEREAS, City intends to design and construct the Project described in the
accompanying Agreement. Architect/Consultant's services are desired under this Supplemental
Agreement No. 1 for purposes as recited therein. Total compensation for Architect/Consultant's
services under this Supplemental Agreement No. 1 is as recited therein.
WHEREAS, City desires to contract with Architect/Consultant for provision of the
therein -described services in connection with the Project, all as previously and hereinafter
stipulated and within the limits the City has budgeted or will budget therefor; and
WHEREAS, Architect/Consultant has agreed to provide such professional services for
the compensation delineated therein;
NOW, THEREFORE, City and Architect/Consultant, in consideration of the terms and
conditions contained in the accompanying Agreement that this document supplements, and the
terms, covenants, and conditions contained herein, do hereby contract as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect/Consultant, as an independent contractor and professional consultant in
its relationship with City, shall perform all professional services for the Project as set forth in the
referenced documents.
1.02 Compensation. City shall compensate Architect/Consultant for the Scope of Services as
set forth in the accompanying Agreement, and shall compensate Architect/Consultant in
accordance with the fee schedule set forth in the accompanying Agreement.
Unless subsequently changed by additional Supplemental Agreement to this Agreement,
duly authorized by appropriate action of the City Manager or City Council,
Architect/Consultant's total compensation for services hereunder shall not exceed $25,000.00,
plus Reimbursable Expenses up to $2,500.00. These amounts represent the absolute limit of
City's liability to Architect/Consultant unless changed by Supplemental Agreement hereto.
ARTICLE II
ARCHITECT/CONSULTANT'S SERVICES
2.01 Architect/Consultant's Services consist generally of the services described in the
referenced accompanying Agreement and include all services as may be necessary to assist City
2
in the design of the Project, within the limits City has budgeted or will budget therefor, and in
compliance with the Project Facility Program, which is hereby made a part of this Agreement for
all purposes. Architect/Consultant agrees that, upon execution of this Agreement, it will submit
to City within ten (10) days a list of all additional subconsultants it intends to utilize, not
previously identified, delineating their respective tasks. All of Architect/Consultant's
subconsultants shall be subject to the approval of City, and City reserves the right to reject any
consultant. Architect/Consultant shall perform all work hereunder in a manner satisfactory and
acceptable to City. A Performance Schedule shall be agreed to by Architect/Consultant and City,
and Architect/Consultant agrees to use best professional efforts to complete all services
hereunder in accordance with such Performance Schedule.
2.02 Additional Services. Architect/Consultant shall perform Additional Services, only as
requested by City, after a not -to -exceed amount has been mutually agreed upon in writing by
City and Architect/Consultant. Where City Council authorization is required,
Architect/Consultant shall not proceed until the appropriate document for such Additional
Services has been adopted. The following services are not covered under Article II, which
defines and outlines Consultant's Services. If any of these Additional Services are authorized in
writing by City 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 City, unforeseen
circumstances due to hidden or unknown conditions, or codes/ordinances or other legal
requirements which may come into effect during the course of the Project. If changes
are required to be made because of error, oversight, clarification, discrepancy, or budget
overruns in the work of Architect/Consultant, City shall not be liable to compensate
Architect/Consultant for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as required in
connection with the replacement of such work, unless damage was the result of
Architect/Consultant'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 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
3.02 Designate representatives. City shall designate, when necessary, representatives
authorized to act in its behalf. City shall examine documents submitted by Architect/Consultant
and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly
progress of Architect/Consultant'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/Consultant in the specifications for the Project.
3.05 Miscellaneous items. City will also provide Architect/Consultant 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
PAYMENTS TO ARCHITECT/CONSULTANT
4.01 Scope of Services. Payments hereunder shall not exceed the following:
Scope of Services (not to exceed) $ 25,000.00
Reimbursables (not to exceed) $ 2,500.00
Total $ 27,500.00
4.02 Deductions. No deductions shall be made from Architect/Consultant's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors.
4.03 Additions. No additions shall be made to Architect/Consultant's compensation based upon
Project construction claims, whether paid by City or denied.
4.04 Abandonment. If any work designed or specified by Architect/Consultant during any
phase or subphase is abandoned or suspended, in whole or in part, Architect/Consultant is to be
paid for services performed prior to receipt of written notice from City of such abandonment or
suspension.
4.05 Invoices. Architect/Consultant's invoices to City shall provide complete information and
documentation to substantiate Architect/Consultant's charges, and shall be in a form to be
4
specified by City. All payments to Architect/Consultant shall be made on the basis of the
invoices submitted by Architect/Consultant and approved by City. Such invoices shall conform
to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall
be clearly shown. Should additional backup material be requested by City, Architect/Consultant
shall comply promptly with such request. In this regard, should City determine it necessary,
Architect/Consultant shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in
any invoice that may have been paid to Architect/Consultant and to adjust the same to meet the
requirements of the Agreement. Following approval of invoices, City will endeavor to pay
Architect/Consultant promptly, but not later than the time period required under the Texas
Prompt Payment Act; however, under no circumstances shall Architect/Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between
Architect/Consultant and City or because of amounts which City has a right to withhold under
this Agreement or state law.
4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement
against any debt (including taxes) lawfully due to City from Architect/Consultant, 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.
4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic
and Additional Services and include actual expenditures made by Architect/Consultant, its
employees, or its subconsultants in the interest of the Project for the incidental expenses set forth
below. Such expenses must be authorized by City in advance. An allowance for Reimbursable
Expenses not to exceed $2,500.00 is established as a condition of this Agreement. When
authorized in advance by City, the following shall be reimbursable: reasonable transportation and
expenses of principals and employees when traveling in connection with the Project outside of
Williamson County, Texas, essential long distance calls, fees paid for the securing of approval of
authorities having jurisdiction over the Project, postage, and reproduction of Drawings and
Specifications, excluding copies for Architect/Consultant's office use and the required number of
sets at each phase of the work for City's review.
ARTICLE V
ARCHITECT/CONSULTANT'S ACCOUNTING RECORDS
5.01 Accounting Records. Records of Architect/Consultant's expenses pertaining to the Project,
and records of accounts between City and Architect/Consultant, shall be kept on a generally
recognized accounting basis and shall be available to City or its authorized representatives at
mutually convenient times.
5
ARTICLE VI
TERMINATION AND DEFAULT
6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and
fully understood by Architect/Consultant that City 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/Consultant, with the understanding that immediately
upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect/Consultant shall invoice City for all work satisfactorily completed and shall be
compensated in accordance with the terms of this Agreement for all work accomplished prior to
the receipt of said notice. No amount shall be due for lost or anticipated profits.
6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work
which is unsatisfactory as determined by City or which is not submitted in compliance with the
terms of this Agreement. City shall not be required to make any payments to
Architect/Consultant when Architect/Consultant is in default under this Agreement, nor shall this
Article VI constitute a waiver of any right, at law and at equity, which City may have if
Architect/Consultant is in default, including the right to bring legal action for damages or to
force specific performance of this Agreement.
ARTICLE VII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for
Construction," are to be used by Consultant without modification; however, City may, upon prior
consultation, approve of any changes that may be necessary for specific cases or instances. Any
special conditions pertaining to the Project that are approved by City will be included under the
Special Conditions portion of the Construction Documents.
7.02 Contract Administration. This Agreement shall be administered on behalf of City by its
Designated Representative, and Architect/Consultant shall fully comply with any and all
instructions from City. Any dispute arising hereunder shall be submitted to City, whose decision
in the matter shall be final and binding.
ARTICLE VIII
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
8.01 Consultant's Responsibility for Work. Approval by City shall not constitute nor be
deemed a release of the responsibility and liability of Architect/Consultant, its employees,
subcontractors, agents and consultants for the accuracy and competency of designs, working
drawings, specifications or other documents and work; nor shall such approval be deemed to be
an assumption of such responsibility by City for any defect, error or omission in the designs,
6
working drawings, and specifications or other documents prepared by Architect/Consultant, its
employees, subcontractors, agents and consultants.
8.02 Indemnification (Damage Claims). Architect/Consultant agrees, to the fullest extent
permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from
any damage, liability or cost (including reasonable attorneys' fees) to the extent caused by
Architect/Consultant's negligent acts, errors or omissions in the performance of professional
services under this Agreement and those of its subconsultants or anyone for whom
Architect/Consultant is legally liable.
Owner agrees, to the fullest extent permitted by law, to indemnify and hold
Architect/Consultant, its officers, agents and employees, harmless from any damage, liability or
cost (including reasonable attorneys' fees) to the extent caused by Owner's negligent acts, errors
or omissions in the performance of professional services under this Agreement and those of its
contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and
arising from the Project the subject of this Agreement.
8.03 Indemnification (Patent and Copyright Claims). Architect/Consultant agrees to
completely defend and indemnify City, its officers, agents and employees, against a claim that
any of the designs, plans or specifications prepared by Architect/Consultant, its employees,
associates or subconsultants pursuant to this Agreement infringe a U.S. patent or copyright
directly, indirectly or contributorily. Architect/Consultant shall pay any and all resulting costs,
damages and attorney's fees finally awarded, provided that:
(1) City promptly notifies Architect/Consultant in writing of the claim; and
(2) Architect/Consultant has sole control of the defense and all related settlement
negotiations.
(a) If Architect/Consultant defends City against such claims, the City Attorney shall
be kept informed of settlement negotiations, and shall execute any settlement
agreement reached by Architect/Consultant on City's behalf.
(b) Architect/Consultant'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/Consultant's opinion are likely to become, the subject of
such a claim, City will permit Architect/Consultant, at Architect/Consultant'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/Consultant'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/Consultant, in which instance City has the sole option
to either require Architect/Consultant to perform new design work at
Architect/Consultant's sole expense, or to terminate this Agreement.
7
(c) Architect/Consultant 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/Consultant with respect to
infringement of patents and copyrights.
The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to
products or materials which City has required that Architect/Consultant include in any of the
designs, plans and specifications, or which are substituted by Contractor or any of his
subcontractors during the Construction Phase of the contract.
8.04 Insurance. Architect/Consultant, at Architect/Consultant's sole cost, shall purchase and
maintain during the term of this Agreement professional liability insurance coverage in the
minimum amount of One Million Dollars ($1,000,000.00) from a company authorized to do
insurance business in Texas and otherwise acceptable to City.
8.05 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall
include the following conditions by endorsement to the policy:
(1)
Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by
certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect/Consultant 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/Consultant.
(3)
The term "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and the individual members, employees
and agents thereof in their official capacities, and/or while acting on behalf of the City
of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's self-insured retentions of any
nature.
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8.06 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Architect/Consultant shall be borne solely by Architect/Consultant, with certificates of
insurance evidencing such minimum coverage in force to be filed with City.
ARTICLE IX
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
9.01 Compliance with Laws. Architect/Consultant, 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/Consultant
shall further obtain all permits and licenses required in the performance of the professional
services contracted for herein.
9.02 Taxes. Architect/Consultant will pay all taxes, if any, required by law arising by virtue of
the services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
ARTICLE X
TERM
10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or
extended by mutual agreement approved by City, the term of this Agreement shall be for twelve
(12) months from the date of execution hereof.
10.02 Project Performance Schedule.
(1) Time of completion of the services referenced herein shall be as follows: Completion
of services not later than twelve (12) months from date of execution hereof. Nothing
recited herein shall be construed to prevent the negotiated renewal and/or extension of
this Agreement by express written agreement of the parties.
(2) Architect/Consultant 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/Consultant shall proceed with sufficient qualified
personnel and consultants necessary to fully and timely accomplish services required
under this Agreement in a professional manner.
ARTICLE XI
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
11.01 Financial Interest Prohibited. Architect/Consultant covenants and represents that
Architect/Consultant, its officers, employees, agents, consultants and subcontractors will have no
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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.
11.02 Confidentiality. Architect/Consultant's reports, evaluations, designs, drawings, data, and
all other documentation and work developed by Architect/Consultant hereunder shall be kept
confidential, and shall not be disclosed to any third parties without the prior written consent and
approval of City.
ARTICLE XII
GENERAL PROVISIONS
12.01 Time is of the Essence. Architect/Consultant understands and agrees that time is of the
essence and that any failure of Architect/Consultant to complete the services for each phase of
this Agreement within the agreed Project Performance Schedule may constitute a material breach
of this Agreement. Architect/Consultant shall be responsible for its delays or for failures to use
professional efforts in accordance with the terms of this Agreement. Where damage is caused to
City due to Architect/Consultant's failure to perform in these circumstances, City may withhold,
to the extent of such damage, Architect/Consultant's payments hereunder without waiver of any
of City's additional legal rights or remedies.
12.02 Force Majeure. Neither City nor Architect/Consultant shall be deemed in violation of
this Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect/Consultant
shall not assign, sublet or transfer any interest herein without City's prior written authorization
12.04 Amendments. This Agreement, representing the entire agreement between the parties,
may only be amended or supplemented by mutual agreement of the parties hereto in writing.
12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock,
Williamson County, Texas, and if legal action is necessary by either party with respect to the
enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in
Williamson County, Texas. This Agreement shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas.
12.06 Notices. All notices and correspondence to City by Architect/Consultant shall be mailed
or delivered as follows:
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
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All notices and correspondence from City to Architect/Consultant shall be mailed or delivered to
Consultant:
C. Don Williams
360 Architecture, Inc.
2001 N. Lamar, Suite 400
Dallas, Texas 75202
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be
signed in its corporate name by the person duly authorized to execute the same in its behalf, and
360 Architecture, Inc., signing by and through its duly authorized representative, 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 360 ARCHITECTURE, INC.
By:
Printed N
Title:
Date Signed:
ATTEST:
By:
Sara L. White, City Secretary
FOR CI APPROVE P AS TO FORM:
By:
Stephanli . Sheets, City Attorney
By:
Printed Name: tbl4 114.
Title: ' tEri. • 3(•o A
Date Signed: 6• g• ag'
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