CM-13-08-141ROUND ROCK TEXAS
MVO noun PUMPFRITY,
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing City of Round Rock Agreement for Architectural
Services for City of Round Rock Intermodal Parking Garage Dispatch and
Ticket Office with BWM Group, L.P. and accompanying Supplemental
Agreement No. 1.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 8/30/2013
Dept Director: Chad McDowell
Cost: $16,970.00
Indexes: Transit Project Fund
Attachments: BWM Agreement, LAF
Text of Legislative File CM -13-08-141
Professional architectural and design services for the construction of office space at the Intermodal Transit &
Parking Facility in the open pavilion area in the southwest corner. Initially the space will be used for the bus
drivers of Star Shuttle to receive their daily schedule. Future use would include a lobby area for patrons of
public transportation to get information and purchase bus passes. The office space shall be standard office
construction, approximately 300 square feet and shall complement the existing structure.
Staff recommends approval
City of Round Rock Page 1 Printed on 8/29/2013
LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION
Required for Submission of ALL City Council and City Manager Items
Department Name: PUBLIC WORKS OPERATIONS
Project Mgr/Resource: LARRY MADSEN
•
Council Action:
ORDINANCE
Agenda Wording
INTERMODAL PARKING GARAGE TICKET
Project Name: AND DISPATCH OFFICE
ContractorNendor: BWM GROUP, LP
n RESOLUTION
City Manager Approval
CMA Wording
Consider executing City of Round Rock Agreement for Architectrual Servics for City of Roun dRock Intermodal Parking Garage
Dispatch and Ticket Office with BWM Group, L.P. and accompanying Supplemental Agreement No. 1.
Attorney Approval
Attorney
Notes/Comments
Date 4/‘//
n•1wrfnv1SCCintc\0112%1303\M1iNICIPAL\00281371.XLS Undated 6/3/DR
City of Round Rock Agreement
for Architectural Services for
City of Round Rock Intermodal Parking Garage
Dispatch and Ticket Office
with BWM Group, L.P.
Based upon AIA Document B141 - 1997
1997 Edition - Electronic Format
Standard Form of Agreement between Owner and Architect
AGREEMENT made as of the "1 ( ) day of the month of
BETWEEN the Architect's client identified as the City or the Owner:
City 9$188 d Rods
V1 East Main Street
Round Rock. Williamson and Travis Counties. Texas 78664
and the Architect:
BWM Group. LP,
102 E. Main Streetankt200
Round Rock. Texas 78664
For the following Project:
in the year Two Thousand
Professional architectural services and_design services for heated and cooled ticket booth at the Round Rock Intennodal Transit
Station.�St``.The ticket booth shall be standard office construction. approximately 300 square feet and shall complement the existing
structure,
Professional services for this Project shall include but not be limited to Schematic Design. Construction Documents, and
Construction Observation.
The Owner and the Architect agree as follows:
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
The Architect shall furnish the delineated services, including but not limited to meeting with the Owner's representatives and
others designated by the Owner to determine needs and reauirements: Tended= professional consultation and advise: furnishing
all necessary design and contract administration services for the referenced Prgject: and providing other specialized services.
Architectural services shall include the submittal of dans for Texas Accessibility Standards (TAS) review. which is a
requirement of federal law to comely with the ADA if the construction budget exceeds 850.000.
00280348.doccjmr
e_M-13 -RI
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
The referencedProieet consists of professional Planning and design services related to the following:
'slew construction of a Round Rock Intermodal Transit Station ticket booth. The ticket booth shall be standard office
construction. aporoximately 300 square feet and shall complement the existing structure.
1.1.2.2 The physical parameters are:
The Round Rock Intermodal Transit Station ticket booth is planned to be built within the existing City -owned Intermodal Transit
Station located at300 W. Bagdad Ave. Round Rock. Williamson County. Texas. 7868_l.
1.1.2.3 The Owner's Program is:
The program of development shall include but not be limited to the following elements: Assessment Phase. Programming Phase,
Schematic Design Phase. Construction Documents Phase. and Construction Phase. The tasks performed as a part of each element
shall be as stated in Exhibit "A" attached hereto andmeorporated herein for all purposes. The parties agree that elements. or
portions thereof. may be omitted by the Owner for reasons including meeting the Proiect budget,.
MEWS
Proposed schedule for the Project is as follows:
Phase or Action
Schematic Design Phase
Construction Documents Phase
Construction Phase
Duration
3 weeks
6 weeks
27 weeks
Total Maximum Duration 36 weeks
The Architect will maintain project schedule in a format acceptable to the City throughout the duration of the Protect,
1.1.2.4 The legal parameters are: Not applicable.
1.1.2.5 The financial parameters are as follows:
1. The Fee Schedule relative to this Agreement is as follows:
A. Professional Services
In consideration for the professional services to be performed by the Architect. the City agrees to pay the
Architect a total sum not to exceed 516970.00. Said sum is a fixed not-to.exceed amount. and shall be paid
for services as delineated herein.
B. Reimbursable Expenses Allowance
Payment for reimbursable expenses. including administrative changes and out -of Pocket expenses. shall not
exceed the maximum sum of One Thousand and No/l00 Dollars (S 1.0M4.00). and such amount_ is included in
the not -to -exceed amount,
Allowable reimbursable expenses within the not -to -exceed amount may include the following:
Reprographic and plotting of documents for other than the Architect's own in-house use;
Shipping. mailing and delivery expenses for other than the Architect's own in-house use;
Additional subconsultants. if requested by the City.
Other disbursements or agency fees made on behalf of the City;
Out-of-town travel. lodging. meals associated with the Proiect: and
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Long distance telephone and teleconference expenses.
Total: S1.000.00 (at actual cost in a not -to -exceed amount?
C. Not -to -exceed total payment for Professional Services and Reimbursable Expenses payable hereunder;
Unless subsequently changed by Supplemental Agreement hereto. the Architect's total compensation for
services and reimbursables hereunder shall not exceed 816.970.00.
Such amount represents the absolute limit of the City's liability to the Architect unless same shall be changed
bv additional Supplemental Agreement. and the City shall nay. strictly within the confines of the not -to -
exceed sums recited herein. the Architect's professional fees and reimbursable expcnses for work done op
behalf of the City. No deductions shall be made for the Architect's compensation on account of penalty,
liquidated damages or other stints withheld from payments to the Architect. No additions shall be made to the
Architect's compensation based on Project claims. whether paid by the City or denie4,
D. Additional Services: Additional services are defined as any services not listed as a basic service including
revisions to previously -approved plans that necessitate additional work for the Architect. substantive changes
in Project scope. or additional work necessitated by unknown or reasonably unforeseen circumstances. The
parties expressly acne that such additional services would be perforated under a sunvkemental =cement
negotiated at a time subsequent to this Agreement.
Submittals with applications to agencies with jurisdiction (Le. TCEO. City} are included ase basic service.
Submittal. filing. and review fees charged by authorities having iurisdiction shall be a reimbursable expense.
1.1.2.6 The time parameters are:
Services hereunder shall commence immediately u.pon receipt by the Architect of this fully -executed Agreement. Completion
shall be not later than 36 weeks from the date of execution of 1 's Agreement,. Other time narametes or adiustments to time
parameters may be determined at a later date by mutual agreement_of the parties,
1.1.2.7 The proposed procurement or delivery method for the Project is:
Professional services such as architecturaWplarming will be engaged by negotiated contract. The general contractor for
construction will be selected bv competitive_ bidding or other statutorily -allowed alternate delivery method.
1.1.2.8 Other parameters are:
Unknown at this time
1.1.3 PROJECT TEAM
1.1.3.1 The Owner's Designated Representatives are:
Steve Norwood. City Manager
C of Round o
221 East Main Street
Round Rock Texas 78664
Lairy Madsen
Liaison Construction Manager. Building Construction & Facility Maintenance
City of Round Rock
2008 Enterprise Drive
Round Rock. Texas 78664
Telephone Number (5121 218-5552
Facsimile Number (512} 218-5563
Email Address: lanvm@round-rock.tx.us
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1.13.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the
Architect's submittals to the Owner are:
Not designated at this time.
1.133 The Owner's consultants and contractors are:
Architect of Record / Prime Firm:
BWM Group. L.P.
1.13.4 The Architect's Designated Representative is:
102 E. Main Street. Suite 200
BollIA$ock. Tea 78664
1.13.5 The consultants retained at the Architect's expense are:
Upon execution of this Agreement. the Architect woes that it will submit to the City within ten (101 dma:list of_ailadditional
consultants it intends to utilize. not previously identified in the Architect's proposal. delineating their respective tasks. All of the
Architect's consultants shall be subject to the approval of the City. and the City reserves the right to refect anv consultant,
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 A201 as modified between the Owner and the Contractor. Duties,
reggonsibilities and limitations of authority of the Architect shall not be restricted. modified or extended without written
agreemeant of the Owner and the Architect with consent of the Contractor. which consent shall not be unreasonably withheld The
Architect consents to the modifications of AIA Document A201. General Conditions of the Contract for Construction. between
the Owner and the Contractor,
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and the Architect in
determining the Architect's compensation.
It is expressly understood and agreed by and between the parties hereto that any alteration in schedule. conwensatlon and Change
in Services shall be effected only bv Supplemental Agreement hereto. Anv such Supplemental Agreement to this Agreement
must be duly authorized bv appropriate Citv Council or City Manager action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
12.1 The Owner and the Architect shall fully cooperate with one another to fulfill all of their rive obligations required
under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working relationships among all
members of the Project team.
12.2 OWNER
12.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project The Owner shall furnish to the Architect, within fifteen (15) days after
receipt of a written request, information necessary and relevant for the Architect to evaluate, give notion of or enforce lien rights.
1.2.2. The Owner shall establish and periodically update the budget for the Proiect. including that portion allocated for the Cost
of the Work. the Owner's other costs. and reasonable contingencies related to all costs,
1.2.2.3 The Owner's Designated Representatives identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or Owner's Designated Representatives 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.
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1.2.2.4 The Owner shall fiunish 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 the Owner.
1.2.2.3 Unless otherwise provided in this Agreement, and if requested in writing, the Owner shall furnish or pay for tests,
inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for
air and water pollution, and tests for hazardous materials.
1.2.2.6 The Owner shall famish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
1.2.2.7 Bach party, shall provide prompt written notice to the other if dthily 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 The Owner will furnish building permits without charge. Electrical. nlumbingz 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 the Owner and are
not to be included by the Architect in the specifications for the Proj ct. However. the Owner agrees to reimburse the Architect
the actual costs of review fees associated with Texas Building Accessibility reviews, and reviews by other authorities having
jurisdiction,
1.2.2.9 The Owner will provide the Architect with miscellaneous items such as the Proiect Facility Program. two (2) copies of,
the Citv of Round Rock General and Supplementary Conditions for Building Cothsttuction. Wage Rates. Contract and Bond
Forms. 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 doannents,
11.2.10 The Owner will ceovide timely review and response to inauiries in order to maintain an orderly progression.
I.2.2.11 The Owner will furnish relevant design standards and Owner -furnished e9lpipment specifications.
1.2.3 ARCHITECT
1.2.3.1 The services performed by the Architect, the Architect's employees and the Architect's consultants shall be as
enumerated in Article 1.4 ,$nd as enumerated elsewhere herein. in attached and accompanying documents. in supplemental
documents. and in related documents.
1.231 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 may
be adjusted, if necessary and approved by the 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 the 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.
1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's
consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the
Owner.
1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.23.6 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.
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1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. Each party shall provide prompt written notice to theto >er if either becomes aware of any errors,
omissions or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
13.1.1 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 by the Architect.
13.1.2 The Cost of the Work shall include the cost at yeasonabte 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, for the Contractor's
overhead and profit.
13.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of
the land, rights-of-way and financing or other costs that are the responsibility of the Owner.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service for use solely with respect to this Project. All of the Architect's designs and
work product under this Agreement. including but not limited to Tracings. Drawings. Estimates. Specifications. Investigations,
Studies and other documents. shall be the property of the Owner. to be used as the Owner desires: by execution of this Agreement
and in confirmation of the fee for services to be paid under this Agreement. the Architect hereby conveys. transfers and assigns to
the Owner alt rights under the Federal Copyright Act of 1976 for any successor copyright statute). as amended. all common law
copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed
under this Agreement. Copies may be retained by the Architect. The Architect shall be liable to the Owner for any Toss or
damage to any such documents while they are in the possession of or while being worked upon by the Architect or anyone
connecp ¢ with the Architect. including_ agents. employees. consultants or subcontractors. All documents so lost or damaged
;hall be replaced or restored by the Architect without cost to the Owner,
1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner permission to reproduce the Architect's
Instruments of Service for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply
with all obligations, including prompt payment of all sums when due, under this Agreement The Arcbitect shall obtain similar
' from the Architect's consultants consistent with this Agreement. If and upon the date the Architect is adjudged hi
default of this Agreement, the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and,
where permitted by law, to make changes, corrections or additions to the Instruments of Service for the purposes of completing,
using and maintaining the Project.
1.3.2.3 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another
party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor,
Subcontractors, Sub -subcontractors and material or equipment suppliers to reproduce applicable portions of the Instnnne nts of
Service appropriate to and for use in their execution of the Work Submission or distribution of Instruments of Service to meet
official regulatory requirements or for similar purposes in connection with the Project is Any unauthorized use of the
Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants.
13.2.4 Prior to the Architect providing to the Owner any Instnunents of Service in electronic form or the Owner providing to
the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate
written agreement set forth the specific conditions governing the format of such Instruments of Servide or electronic data,
including any special limitations not otherwise provided in this Agreement.
13.24 /dl plans and drawings will be prepared and submitted by the Architect to the 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.
1.3.16 Upon completion of the construction of the Project. the Architect shall. within thirty (30) calendar days following final
inspection deliver to the Owner the reproducible Record Drawings and Record Specifications as described suoolementaily
herein. In addition. the Architect shall submit originals of all documents listed under Section 13.2,1 modified to actual as -built
conditions as provided by the General Contractor.
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1.3.2.7 The Architect shall have no liability for chances made to the drawings. Anv such change shall be sealed by the
architect making that change and shall be appropriately marked to reflect what was changed or modified. To the extent =milted
bv law. the Owner agrees to indenmifv. defend and hold harmless the Architect for anv claims. damages. suits and loss of every
kind and nature for the unauthorized re -use of the Architect's Instruments of Service.
13.3 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. it is expressly understood
and agral bv and between the parties hereto that any alteration in schedule. compensation and Change in Services shall be
effected only bv Supplemental Agreement hereto. Anv such Supplemental Agreement to this contract must be duly authorized
by appropriate City Council or City Manager action. It is expressly agreed by the parties that. as to services hereunder. the total
gum of S16.970.00. which includes authorized reimbursable expenses. shall represent the absolute limitofthcQwner's liability to
the Architect unless same shall be changed by Supelernental Agreement hereto,
13.3.2 Change in Services of the Architect may include a change in the cost of the work over 516,970.00 if the increase is
authorized by the Owner.
1.3.4 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 the Architect's services, the Architect may proceed in accordance
with applicable law to comply with lien notice or filing deadlines prior to resolution of the matter by mediation.
13.4.2 The Owner and the Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation. Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall proceed in
advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of
filing, unless stayed for a longer period by agreement of the parties or court order.
13.43 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.
133 ARBITRATION
135.1 The Owner and the Architect hereby expressly agree that no claims or disputes between the Owner and the 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 the Owner is subject to an arbitration proceeding related to the Project, the Architect consents
to be joined in the arbitration proceeding if the Architect's presence is required or requested by the Owner for complete relief to
be accorded in the arbitration proceeding.
13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
13.6.1 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
13.7.1 This Agreement shall be governed by the laws of the state of Texas. and venue shall lie in Williamson County. Texas.
13.7.2 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 the Owner and the Contractor.
13.73 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
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acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any
later than the date when the Architect's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all
rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such
rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions
of the Contract for Constriction, as modified between the Owner and the 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.
13.75 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
party against either the Owner or the Architect.
13.7.6 Unless otherwise provided in this Agreement, the Architect and the 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 ate Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to
make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to
be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional
materials for the Project.
1.3.7.8 tithe Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least fourteen (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
13.7.9 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives
to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to alt covenants of this Agreement Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the
Project In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment.
13.8 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Architect in substantial compliance with this Agreement, such failure may
be considered substantial nonperformance and cause for suspension of performance of services under this Agreement. If the
Architect elects to suspend services, prior to suspension of services, the Architect shall give fifteen SW 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 allmattanuted sums
due prior to suspension. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted.
13.8.2 In connection with the work outlined in this Agreement it is agreed and fully understood by the Architect that the
Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for anise or for the
convenience of the Owner. upon fifteen (15) days' written notice to the Architect. with the understanding thaa_immediately ippon
receipt of said notice all work and labor being performed, tauter this Agreement shall 4108SC. The Architect shall invoice the
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. Ali plans. field
surreys. maps, cross sections and other data. designs and work related to the Proiect shall become the orooertv of the Owner
upon termination of this Agreement and shall be promptly delivered to the Owner in a reasonably organized form without
restriction on future use. Should the Owner subsequently contract with a new architect for continuation of services on the
Project the Architect shall cooperate in oroviding information.
13.8.3 Nothing contained in Section 1,3.8.2 immediately above shall require the Owner to tav for any work which is
unsatisfactory as determined by the Owner's representative or which is not submitted in compliance with the terms of this
Agreement. The Owner shall not be rewired to make any payments to the Architect when the Architect is in default under this
contract, nor shall this section constitute a waiver of anv right at law or at equity. which the Owner may have if the Architect is
in default including the right to bring legal action for damages or to force specific performance of this Agreement.
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13.9 PAYMENTS TO ARCHITECT
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account
of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the
Work other than those for which the Architect has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses, in an amount not to exceed S1.000.OQ, are included in the not -to -exceed sum for compensation
for the Architect's services and include expenses incurred by the Architect and the Architect's employees and consultants directly
related to the Project, as identified in the following causes:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.2 fees paid for securing approval of authorities having jurisdiction over the Project;
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
.4 renderings, models and mock ups requested by the Owner;
3 reimbursable expenses as designated in Paragraph 1.5.5.;
.6 other similar direct Project -related expenditures.
13.93 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 the Owner or the Owner's authorized
representatives at mutually convenient times.
13.9.4 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 the Owner and the Architect. This Agreement comprises
the documents listed below.
1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services. AIA
Document B141-1997. as herein amended.
1.4.1.2 Other documents as follows:
"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:
Americans with Disabilities Act tADM and Texas Accessibility Standards (TAS) provide that it is a violation of ADA/FAS to
design and construct a facility for first occunancv later than January 26. 1993 that does not meet the accessibility and usability
requirements of the ADA/FAS except where an entity can demonstrate that it is structurally impractical to meet such
pegpirernents. The Architect will use its best professional efforts to interpret and meet avplicable ADA/TAS requirements and
other federal. state and local laws. rules. codes. ordinances and regulations as they apoly to the Proiect.
9
ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described herein, compensation shall be computed as follows:
The Architect's total compensation for services hereunder shall not exceed the sum of 516.970.00 established herein. which sum
includes authorized reimbursable expenses.
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
1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of gpg,,,(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 oraJ QQ) times the expenses incurred by the
Architect, and the Architect's employees and consultants.
1.5.5 Other Reimbursable Expenses, if any, are as follows: None
15.6 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.
15.7 An initial payment of Zero and 14o/100 Dollars (S 0.001 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 (301 days from the date of the Architect's invoice, or not later than the time period
wired under the Texas Prompt Payment Act whichever is later. Non -disputed amounts unpaid sixty (601 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.
Payments hereunder shall be made in accordance with the Prompt Payment Act.
This Agreement entered into as of the day and year first written above.
OWNER
CITY OF ROUND ROCK, TEXAS
BY:
Steve Norwood City Manager
Date: �fs"73iVC,
ATTEST:
By:
carirhvi,, Oa -
Sara L. White, City BeeretaryCt,,, /y
ARCHITECT
BWM GROUP, L.P.
BY:
By:
roup Management,
1 partner
Phi p Wan, rlesideot, General Partner
3
Date:
/3
FOR CITY, APPROVED AS TO FORM:
By:
ef=telakiit ei yid a.,
10
F. 111 111
BWMGROUP
PLANNING I LANOSACPE ARCHITECTURE 1 ARCIITECU RdE 1 ENGINEERING
Project -13064 interrnodel Ticket Booth
ATTACHMENT A: SCOPE OF SERVICES
1.1 SCOPE OF SERVICES - ARCHITECTURE
Approach Statement
The purpose is to•provide professional design services for heated and cooled ticket booth at the Round Rock
Intermodal Transit Station. The ticket booth shall be standard office construction, approximately 800
s!., and shall complement the existing structure.
Scholastic Design Prase
Based on the C Tom's program, schedule and budget requirements, the Architect shall prepare, for approval by the
Cent, Schematic Design Documents consisting of drawings and other documents to generally describe the size
and character of the Project.
• ConceptFtoor Plans
o Overall plans showing arrangement of rooms and fixed building elements
o Room Sizes Labeled
o Identify sizes in square feet of proposed improvements
o Up to thrce revisions included
• Detail Plans
o Concept Elevations
o Up to two concepts included as needed
Construction Documents Phase
Based on the Client's program, schedule and budget requirements, the Architect shall prepare, for approval by the
Client, Construction Documents consisting of drawings and cher documents to fix and describe the size and
character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other
elements as may be appropriate.
• Boor Plans
o Internal and external dimensions for "hard fix';
o Floor, slab, and level elevations;
o Typical door types;
o Typical partition types;
o Building core element well worked out with dimensions
o Equipment and built-in furniture items -indication only and keyed to design requirements
• Detail Plans
o General Elevations;
s;
o Sections
o Details
o hrterior Elevations
o Reflected Ceiling Plans
o Schedules
o
Specifications
o Structural Design Development Set
o
Mechanical/Electrical/Plumbing Design Development Set
• The Architect shall assist the Client in connection with the Client's responsibility for fling documents
required for the approval of governmental authorities having jurisdiction over the Project.
Construction Phase
After the receipt of bids/proposals, the Architect shall render the following services in connection with the Project
for which a construction contract is awarded:
• The Architects responsibility to provide Basic Services for the Construction Phase under this Agreement
commences with the award of the initial Contract for Construction and terminates at the earlier of the
issuance to the Client of the final Certificate for Payment or 60 days after the date of Substantial
Completion of the Work.
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1 EXHIBIT "A"
E 111 111
PROJECT 613064.00
• The Architect, as a representative of the Client, shall visit the site at intervals appropriate to the stage of
the Contractors operations, (1) to become generally familiar with and to keep the Client informed about
the progress and quality of thc portion of the Work completed, (2) to endeavor to guard the Client
against defects and deficiencies in the Work, and (8) to determine in general if the Work is being
performed in a manner indicating that the Work, when fully completed, will be in accordance with the
Contract Documents. However, the Architect shall not be required to make cehaustive or continuous on-
site inspections to cheek the quality or quantity of the Work. The Architect shall neither have control
over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in conuectiou with the Work, since these are solely
the Contractor's rights and responsibilities under the Contract Documents Eight site visits arc included.
• The Architect shall report to the Client known deviations from the Contract Documents and from the
roost recent construction schedule submitted by the Contractor. However, the Architect shall not be
responsible for the Contractor's failure to perform the Work in accordance with the requirements of the
Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions,
but shall not have control over or charge of and shall not be responsible for ads or omissions of the
Contractor, Subcontractors, or their agents or employees, or of any other persons or entities perfonning
portions of the Work.
• The Architect shall at all times have access to the Work wherever it is in preparation or progress.
• Except as otherwise provided in this Agreement or when direct communications have been specially
authorized, the Client shall endeavor to communicate with the Contractor through the Architect about
matters arising out of or relating to the Contract Documents. Communications by and with the Architects
consultants shall be through the Architect.
• Certificates For Payment
o The Architect shall review and certify the amounts due fire Contractor and shall issue
certificates in such amounts.
o The Architect's certification for payment shall constitute a representation to the Client, based on
thc Architect's evaluation of the Work as provided in this Section and on the data comprising
the Contractor's Application for Payment, that the Work has progressed to the point indicated
and that, to the best of the Architects knnowkdgc, information and belief, the quality of the
Work is in accordance with the Contract Documents. The foregoing representations arc subject
(1) to an evaluation of the Work for conformance with the Contract Documents upon
Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of
minor deviations from the Contract Documents prior to completion, and (4) to specific
qualifications expressed by the Architect
o The issuance of a Certificate for Payment shall not be a representation that the Architect has (I)
made exhaustive or continuous onsite inspections to check the quality or quantity of the Work,
(2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed
copies of requisitions received from Subcontractors and material suppliers and other data
requested by the Client to substantiate the Contractor's right to payment, or (4) ascertained how
or for what purpose the Contractor has used money previously paid on account of the Contract
Sum.
o The Architect shall have authority to reject Work that does not conform to the Contract
Documents. Whenever the Architect considers it necessary or advisable, the Architect shall
have authority to require inspection or testing of the Work in accordance with the provisions of
the Contract Documents, whether or not such Work is fabricated, installed or completed.
However, neither this authority of the Architect nor a decision made in good faith either to
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E 111 111
PROJECT 113064.00
exercise or not to exercise such authority shall give rise to a duty or responsibility oldie
Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or
employees or other persons or entities performing portions of the Work.
o The Architect shall review and approve or take other appropriate action upon the Contractors
submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose
of checking for conformance with information given and the design concept expressed in the
Contract Documents. The Architect's action shall be taken with such reasonable promptness as
to cause no delay in the Work or in thc activities of the Client, Contractor or separate
contractors, while allowing sufficient time ht the Architect's professional judgment to permit
adequate review. Review of such submittals is not conducted for the purpose of determining the
accuracy and completeness of other details such as dimensions and quantities, or for
substantiating instructions for installation or performance of equipment or systems, all of which
remain the responsibility of the Contractor as required by the Contract Documents. The
Architeces review shall not constitute approval of safety precautions or, unless otherwise
specifically stated by the Architect, of any construction meatus, methods, techniques, sequences
or procedturs. The Architect's approval of a specific item shall not indicate approval of an
assembly of which the item is a component.
o if professional design services or certifications by a design professional related to systems,
materials or equipment are specifically required of the Contractor by the Contract Documents,
the Architect shall specify appropriate performance and design criteria that such services must
satisfy. Shop Drawings and other submittals related to the Work designed or certified by the
design professional retained by the Contractor shall bear such professional's written approval
when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy,
accuracy and completeness of the services, certifications or approvals performed by such design
professionals.
o The Architect shall prepare Change Orders and Construction Change Directives, with
supporting documentation and data, if deemed necessary by the Architect, for the Client's
approval and execution in accordance with the Contract Documents, and may, with the
concurrence of the Client, authorize minor changes in the Work not involving an adjustment in
thc Contract Sum or an extension of the Contract Time which arc consistent with the intent of
the Contract Documents.
o The Architect shall conduct inspections to determine the date or dates of Substantial
Completion and the date of fmal completion: shall receive from the Contractor and forward to
the Client, for the Client's review and records, written warranties and related documeuts
required by the Contract Documents ents and assembled by the Contractor, and shall issue a final
Certificate for Payment based upon a final inspection indicating the Work complies with the
requirements of the Contract Documents.
o The Architect shall interpret and decide matters concerning performance of the Client and
Contractor under, and requirements of, the Contract Documents on written request of either
the Client or Contractor. The Architect's response to such requests shall be made in writing
within any time limits agreed upon or otherwise with reasonable promptness.
o Interpretations and decisions of the Architect shall be consistent with the intent of and
reasonably inferable from the Contract Documents and shall be in writing or in the form of
drawings. When making such interpretations and initial decisions, the Architect shall endeavor
to secure faithful performance by both Client and Contractor, shall not show partiality to either,
and shall not be liable for results of interpretations or decisions so rendered in good faith.
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E1!1 111
PROJECT .13064.00
a The Architect shall render initial decisions on daima, disputes or other matters in question
between the Client and Contractor as provided in the Contract Documents. However, the
Architeces decisions on matters relating to aesthetic effect shall be final if consistent with the
intent expressed in the Contract Documents.
a The Architect's decisions on dainu, disputes or other matters in question between the Client
and Contractor, except for those relating to aestihedc effect as provided above, shall be subject to
mediation as provided in this Agreement and in the Contract Documents.
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PROJECT +113064.00
1.2 Exclusions to Scope of Services (Additional Services)
Basic services include architectural, mechanical, electrical, and plumbing engineering services, as well as structural
framing engineering as defined by the following items. Should Architect be required to provide services in
obtaining or coordinating compilation of this information, suck services shall be charged as Extra Services.
Architect assumes no responsibilities for the accuracy of such information or services, may rely on the accuracy of
such information, and shall not be liable for errors or omissions therein.
• Design, Permit or Construction Documents
• Civil Engineering
• Landscape Arcbitccnue
• All Surveying
• Legal descriptions of property
• Soils investigations and/or engineering if available
• Existing site engineering and utility base information
• Site c Mmrunental information required for planning processing
• Revisions to Owner provided concepts will be billed on an hourly basis pursuant to a separately written
lump sum agreement.
• Of -site Utility Approach Mains, improvements, or roads
• Any utility approach mains and site electric, communications, or data.
• Phasing of Site Development Plans
• Printing or plants and reports for agency review, pricing, or construction.
• Deliveries and over -night mail services
• Regulatory Agency fees
• Submittal to TxDOT for access review and permitting
• Floodplain studies
• Traffic Impact Analysis GShxly/Reporti
• Neighborhood Meetings and Public Hearings
• Miscellaneous Easement Documentation Preparation or negotiations
• Miscellaneous Field Note and Sketch Descriptions
• Constriction Staking
• Dry utilities including electrical, telephone, cable, data, fiber, ed.
• In the event that die design process is put on hold by the Client/Contractor in excess of 90 days, when the
design process is reinitiated, the Architect will invoice for remobilizatiou time at a nate equal to 1096 of the
phase of services currently in progress.
• Any items not included in the scope of services of this agreement
Final Dchvr:abks
One Copy of full size Construction Documents including drawings and specifications
Digital PDF copies of all Construction Documents including drawings and specifications
Meedngt
Meetings are defined as a physical meeting at a physical location, telephone conference call in lieu of a
meeting, web conference meeting, or any other medium where two or more persons review and discuss
design decisions for the project. This does not include telephone conversations or mails for the purpose
of data and information gathering through the process.
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SUPPLEMENTAL AGREEMENT NO. 1
CITY OF ROUND ROCK
STATE OF TEXAS
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 Architectural Services for City of Round Rock Intermodal Parking Garage Dispatch
and Ticket Office with BWM Group, L.P." for the following Project:
Professional architectural services and design services for heated and cooled ticket booth
at the Round Rock Intermodal Transit Station. The ticket booth shall be standard office
construction, approximately 300 square feet and shall complement the existing structure.
Professional services for this Project shall include but not be limited to Schematic
Design, Construction Documents, and Construction Observation. Architect shall be the
Architect of Record, and shall be in charge of coordination of consultants.
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 , 2013, 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 BWM GROUP MANAGEMENT, LLC, 102 E. Main Street, Suite 200, Round Rock, Texas 78864
(hereinafter referred to as "Architect").
WITNESSETH:
WHEREAS, as is recited in the Agreement this document supplements, City intends to provide
design and remodeling services for the described project (hereinafter called the "Project"). Architect's
services are desired for purposes including but not limited to being architect of record, coordinating
consultants, planning, civil, architectural, design, structural, mechanical/electrical/plumbing engineering
services, document production, bidding -related services, and construction observation services related to
the Project. Total compensation for Architect's services under this Agreement shall not exceed the
following: $16,970 including reimbursable expenses in an amount not to exceed $1,000.00.
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract
with Architect for the delineated professional services, and for the administration of the Construction
Contract during 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;
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:
00278529.doccimr
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in the Agreement this
document supplements and herein.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions as
recited in the Agreement this document supplements and herein.
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 $16,970.00, including a not -to -exceed amount of $1,000.00 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.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the phases described below, and
include complete planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, document production, bidding -related services, and construction observation
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.
2.02 Schematic Design Phase. Architect shall provide the following Schematic Design Phase
Services: as delineated in the Agreement this document supplements and herein.
2.03 Construction Documents Phase. Architect shall provide the following Construction
Documents Phase Services: as delineated in the Agreement this document supplements and herein, and as
follows:
(1)
Architect shall prepare from the approved Design Development Documents and updated
budget for the Cost of the Work, for consideration of and approval by Director,
Construction Documents, which documents shall set forth in detail the requirements of
the entire Project, including the necessary bidding information prepared in such a way to
allow City, if it so desires, to advertise for the award of one or more contracts for the
construction and completion of the entire Project, or any phase thereof, and Architect
2
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, along with City's form of Bid Bond, Performance
Bond and Payment Bond. Architect shall also compile the Project Manual that includes
the Conditions of the Contract for Construction and Specifications and may include
bidding requirements and sample forms. City shall provide all standard documents for
Architect to include in the Project Manual.
(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 Director.
Architect shall file five (5) complete sets of proposed Construction Documents with
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 Documents. Following approval, Architect shall prepare and have
on hand additional sets as needed for bidding purposes. Should additional sets be
required, Architect will be reimbursed for same as an eligible reimbursable expense, upon
approval in advance by City. Architect shall also file with Director at said time, the
following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This
tracing shall be returned to Architect to print contract documents when the
signatures of City officials have been properly affixed).
(b) Two (2) copies of detailed cost estimates in a form acceptable to City.
(c) Four (4) unbound copies of the approved Project Construction Manual for
subsequent binding with signed construction contracts. The Project Construction
Manual shall include General and Supplementary General Conditions;
Specifications and Special Provisions; Advertisement, Instructions to Bidders
and Bid Proposal Form; City's Bid Bond, Contract, Performance and Payment
Bond Forms; approved Wage Rates; Federal regulations if applicable to the
Project; and other required documents for construction of the Project.
(4) Architect shall be solely responsible for obtaining the prior approval of the Texas
Department of Licensing and Regulation prior to submittal of all Construction
Documents to City for approval. Any fees charged by the Department for this approval
shall be paid by Architect as a reimbursable expense.
2.04 Construction Phase. Architect shall provide the following Construction Phase Services: as
delineated in the Agreement this document supplements and herein, and as follows:
The Construction Phase will commence with the award of the first Construction Contract and will
terminate following the fmal 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:
(3)
3
(1)
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.
(2) Architect shall review properly prepared, timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a form prepared or approved by
Architect and will include a detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the nature of the clarification
requested.
(3) If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form
of drawings. When making such interpretations and initial decisions, Architect will
endeavor to secure faithful performance by both Owner and the Contractor, will not show
partiality to either, and will not be liable for the results of interpretations or decisions so
rendered in good faith.
Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
(6) Architect shall report to Owner all deviations from the Contract Documents and most
recent construction schedule submitted by the Contractor. However, Architect will not be
responsible for the Contractor's failure to perform work in accordance with requirements
of the Contract Documents. Architect will be responsible for Architect's acts or
omissions, but will not have control over or charge of and will not be responsible for acts
or omissions of the Contractor, Subcontractors, or their agents or employees, or any other
persons or entities performing portions of the work.
Architect will at all times have access to the work wherever it is in preparation or in
progress.
Owner will endeavor to communicate with the Contractor through Architect about
matters arising out of or relating to the Contract Documents. Communications by and
with Architect's subconsultants will be through Architect.
Architect, as a representative of City, shall advise and consult with 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.
(5)
4
(10) Architect shall provide, during construction, adequate and competent on-site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
itself 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 the 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 the Contractor. Architect shall not be responsible for the
construction means, methods, techniques, sequences of procedures, nor for the safety
precautions and programs employed in connection with the work. However, Architect
will immediately inform Director whenever defects and deficiencies in the work are
observed, or when any observed actions or omissions are undertaken by the Contractor
which are not in the best interests of City and the Project.
(11) 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
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.
(12) Architect shall have authority to reject work which does not conform to the Contract
Documents. Whenever Architect considers it necessary or advisable, Architect will have
authority to require inspection or testing of the work in accordance with the provisions of
the Contract Documents, whether or not such work is fabricated, installed or completed.
However, neither this authority of Architect nor a decision made in good faith either to
exercise or not exercise such authority shall give rise to a duty or responsibility of
Architect to the Contractor, Subcontractors, material and equipment suppliers, their
agents or employees or other persons or entities performing portions of the work.
(13) Architect shall make recommendations on all claims and disputes of City or the
Contractor relating to the execution and progress of the work or the interpretation of the
Contract Documents, based upon such review and analysis by Architect as may
reasonably be required. In the event of litigation, where Architect is named as an
additional party with the City, such assistance will include the availability of
knowledgeable witnesses in the employ of Architect for expert testimony.
(14) Architect shall use its 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
5
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.
(15) Architect shall prepare Change Orders and/or Construction Change Directives 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
2.09(1) below.
(16) Architect shall conduct inspections to determine the dates of substantial completion and
fmal completion, shall receive written guarantees and related documents assembled by
Contractor for submittal with the final Certificate of Payment, and shall prepare and
present final Certificate for Payment to Director for City's approval and payment. In
addition, Architect shall make inspection of the Project at least thirty (30) days before the
expiration of the one (1) year warranty contained in the Contractor's Performance Bond.
(17) 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.
(18) 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.
(19) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and
final location of mechanical and electrical service lines and outlets, based upon marked -
up prints of drawings and other data furnished by the Contractor to Architect. Architect
shall provide Record Construction Specifications which will identify the changes in the
specifications on a sheet, which sheet will be inserted at the beginning of each section to
which they pertain.
(20) Architect shall obtain from the Contractor and forward to Owner the following: (1)
consent of surety or sureties, if any, of reduction in or partial release of retainage or the
making of final payment; and (2) affidavits, receipts, releases and waivers of liens or
bonds indemnifying Owner against liens.
2.07 Warranty Phase. Architect shall assist Owner in scheduling corrections to be made by the
Contractor during the warranty period. During the eleventh month following completion of the prime
general contract, Architect will arrange for a warranty inspection tour of the entire Project by authorized
representatives of City, the Subconsultants and of each prime contractor engaged on the Project.
Architect shall then prepare a List of work which needs to be done by each prime contractor to satisfy that
prime contractor's warranty obligations to City. For any non -warranty involvement of Architect,
payments shall be made based upon the Hourly Rate Schedule contained in this Agreement.
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2.08 Project Representation Beyond Basic Services. In the event that circumstances should develop
whereby continuous, full-time representation at the Project site is required, the conditions under which
such representation shall be furnished and the Project Representatives selected, employed and directed
shall be governed by an additional written Supplemental Agreement between City and Architect.
2.09 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 Ill
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the Project.
3.02 Designate representatives. City shall designate, when necessary, representatives authorized to
act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining
thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and other
trade permits will be the responsibility of the construction contractor. Any charges which may be assessed
for tap fees will be paid by City and are not to be included by Architect in the Specifications for the
Project.
3.05 Miscellaneous items. City will also provide Architect with such items as the Project Facility
Program; two (2) copies of the City of Round Rock General and Supplementary General Conditions for
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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 included in the total not -to -exceed fee
delineated in the Agreement this document supplements and herein, and include actual expenditures at
actual costs made by Architects, their employees, or their consultants in the interest of the Project.
5.02 Travel, phone, postage, reproduction, etc. The following shall be reimbursable: reasonable
transportation and living expenses of principals and employees when traveling in connection with the
Project outside of Round Rock, 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
to Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for
the City's use shall be reimbursable.
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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 Natural Resource Conservation Commission fees. Any related fees charged to Architect
by the Texas Commission on Environmental Quality 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,
structural, mechanical, electrical and civil 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, as delineated in the Agreement this document
supplements and herein.
As to the Construction Phase fee apportionment, Architect shall invoice for equal monthly
payments based upon the contractually -stipulated Construction Period.
6.02 Reimbursable Expenses. Payments for authorized Reimbursable Expenses for Architect, as
hereinbefore referred to and in an amount not to exceed $1,000.00, 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
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
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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 ACCQUNTING 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.
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
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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
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.
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(b)
(c)
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 One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable
to City.
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 Contract, 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. As an
alternative, Architect may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Architect's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds and that the Architect agrees to provide Workers'
Compensation coverage for the subconsultants and their employees.
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.
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:
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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.
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.
(3)
(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
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. 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
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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.
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 Iaws 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:
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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 78664
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
BWM Group, L.P.
Philip Wanke, President, General Partner
102 E. Main Street
Round Rock, Texas 78664
IN WITNESS WHEREOF, City and Architect have executed this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS
By:
Steve Norwood, City Manager
Date: ��/ O/�
ATTEST:
By:
Sara L. White, City'3ecretary6,
FOR CITY, APPROVED AS TO FORM:
By:
BWM GROUP, L.P.
By: B' GRO MANAGEMENT, LLC
its g n rai p rtner
By:
Philip Wanke, resident, General Partner
Date: o/i/i
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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.
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