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R-06-03-09-9G1 - 3/9/2006
RESOLUTION NO. R -06-03-09-9G1 WHEREAS, the City of Round Rock desires to retain professional architectural services for the design and construction phase of the new Police Station at the Tellabs Building located at 601 Jeffrey Way, and WHEREAS, Brinkley Sargent Architects, Inc. has submitted a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services ("Agreement"), and Supplemental Agreement No. 1 to provide said services, and WHEREAS, the City Council desires to enter into said Agreement, and Supplemental Agreement No. 1 with Brinkley Sargent Architects, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services ("Agreement"), and Supplemental Agreement No. 1 with Brinkley Sargent Architects, Inc. for the design and construction phase of the new Police Station, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. @PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R60309G1.WPD/sc RESOLVED this 9th day of March, 2006. e no Mayor C of Ro nd Rock, Texas A CHRISTINE R. MARTINEZ, City Secret 2 y DocumentT� -ItAIA BI4ITM 1997 Part 1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 . TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the Fifteenth day of February in the year Two Thousand and Six (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of Round Rock 221 E. Main Street Round Rock, Williamson and Travis Counties, Texas, 78664 and the Architect: (Name, address and other information) Brinkley Sargent Architects 5000 Quorum Drive, Suite 600 Dallas, Texas 75254 For the following Project: (Include detailed description of Project) Professional design services related to the renovation of an existing building formerly owned by TELLABS Operations, Inc., said renovation being designed to house the Round Rock Police Department at the following address: Round Rock Police Facility 601 Jeffery Way Round Rock, Texas The Owner and Architect agree as follows: .0 EXHIBIT "A" ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document B141T4 —1997 Part 1. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximumextent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) ARTICLE 1.1 INITIAL INFORMATION § 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable," "unknown at time of execution" or "to be determined later by mutual agreement. ") See all exhibits attached hereto and incorporated herein by reference for all purposes. § 1.1.2 PROJECT PARAMETERS § 1.1.2.1 The objective or use is: (Identify or describe, if appropriate, proposed use or goals.) 1 The Round Rock Police Headquarters shall house and support all areas of police operations. § 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site.) Project will include work associated with 113,000 SF existing warehouse building. 64,750 SF will become new office space for police and balance will be enhanced as required for support building (garage) functions. § 1.1.2.3 The Owner's Program is: (Identify documentation or state the manner in which the program will be developed.) IEstablished for Owner as part of Brinkley Sargent Architects' previous contractual obligations under initial phase services. § 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.) The Round Rock Police Headquarters facilities will be planned with reference to space needs for current operations and for long-term (20 years) projected operations. § 1.1.2.5 The financial parameters are as follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: $1,127,000.00 .2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is: § 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling.) ITwenty-four (24) months from effective date hereof, with twelve (12) months of such period being designated for design and the remaining twelve (12) months of such period being designated for construction. § 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid, negotiated contract, or construction management.) General Contractor for construction will be selected by statutorily -allowable delivery method. § 1.1.2.8 Other parameters are: (Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.) Work associated with site will encompass security upgrades and building design enhancement upgrades. Existing parking lots to remain open. AIA Document B141 TM -1997 Part 1. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) § 1.1.3 PROJECT TEAM § 1.1.3.1 The Owner's Designated Representative is: (List name, address and other information.) Larry Madsen Construction Manager, Public Works Department City of Round Rock 2008 Enterprise Drive Round Rock, Texas 78664 § 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, address and other information.) James R. Nuse City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 § 1.1.3.3 The Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) 1 Not selected at this time § 1.1.3.4 The Architect's Designated Representative is: (List name, address and other information.) Harold E. Sargent, AIA, President Brinkley Sargent Architects 5000 Quorum Drive, Suite 600 Dallas, Texas 75254 hsargent@brinkleysargent.com § 1.1.3.5 The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address.) Not selected at this time. § 1.1.4 Other important initial information is: n/a § 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AIA Document A201 as modified between Owner and Contractor. § 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. However, it is expressly agreed and understood by all parties that the total sum of $1,127,000 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by supplemental agreement hereto. Any such supplemental agreement to this contract must be duly authorized by City Council resolution. AIA Document BI41TM —1997 Part 1. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES § 1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team. § 1.2.2 OWNER § 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 1.2.2.2 The Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the Work. Owner's other costs and reasonable contingencies related to all costs. § 1.2.2.3 The Owner's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Section 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 approved by Owner. § 1.2.2.5 Unless otherwise provided in. this Agreement and requested in writing, the Owner shall furnish or pay for tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 1.2.2.7 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the Project, including any errors; omissions or inconsistencies in the Architect's Instruments of Service. 1.2.2.8 Owner shall furnish a certified survey of the sites giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the sites, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are not to be included by Architect in the specifications for the Project. 1.2.2.10 Owner will provide Architect with miscellaneous items such as two (2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as may be necessary and practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent practicable, these documents shall be utilized in the preparation of the construction documents. § 1.2.3 ARCHITECT § 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental documents, and in related documents.. § 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the AIA Document 8141 TM -1997 Part 1. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. Ali rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) performance of the Architect's services which initially shall be consistent with the time periods established in Section 1.1.2.6 and which shall be adjusted, if necessary and approved by Owner, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. § 1.2.3.3 The Architect's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. § 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. § 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. § 1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the Owner. Each party shall provide prompt written notice to the other if either becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 1.3 TERMS AND CONDITIONS § 1.3.1 COST OF THE WORK § 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. § 1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus for Contractor's overhead and profit. § 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner. § 1.3.2 INSTRUMENTS OF SERVICE § 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. All architect's designs and work product under this Agreement including, but not limited to, Tracings, Drawings, Estimates, Specifications, Investigations, Studies and other documents, completed or partially completed, shall be the property of Owner to be used as Owner desires without restriction on future use by execution of this Agreement and in confirmation of the fee for services to be paid under this Agreement. Architect hereby conveys, transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Agreement. Copies may be retained by Architect. Architect shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect or anyone connected with Architect, including agents, employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner. § 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a permission to reproduce the Architect's Instruments of Service for purposes of constructing, using and maintaining the Project, provided that the AIA Document B141m -1997 Part 1. Copyright 41917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar permission from the Architect's consultants consistent with this Agreement. If and upon the date the Architect is adjudged in 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 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 Instruments 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 permitted. 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. § 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. 1.3.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 1.3.2.6 Upon completion of the construction of the Project and receipt of contractor's as -built mark ups, Architect shall, within thirty (30) calendar days, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. 1.3.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. § 1.3.3 CHANGE IN SERVICES § 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing. However, it is expressly agreed and understood by all parties that the sum of $1,127,000 shall represent the absolute limit of Owner's liability to Architect, unless the agreement shall be changed by supplemental agreement hereto. Any such supplemental agreement to this contract must be duly authorized by City Council resolution. (Paragraph deleted) § 1.3.4 MEDIATION § 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration.. § 1.3.4.2 The Owner and 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 arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless_another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. AIA Document B141 TM —1997 Part 1. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. Alt rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) § 1.3.5 ARBITRATION (Paragraphs deleted) § 1.3.5.1Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. (Paragraphs deleted) § 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES 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 Section 1.3.8. § 1.3.7 MISCELLANEOUS PROVISIONS § 1.3.7.1 This Agreement shall be governed by the law of the State of Texas and venue shall lie in Williamson County, Texas. § 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, as modified between Owner and Contractor. § 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. § 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, as modified between Owner and Contractor. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. § 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. AIA Document B141114— 1997 Part 1. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA5 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and 'criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) § 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. § 1.3.8 TERMINATION OR SUSPENSION § 1.3.8.1 If the Owner fails to make payments to the Architect in 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 (15) days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non -disputed sums due prior to suspension. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total sum of $1,127,000 shall represent the absolute limit of Owner's liability to Architect, unless this Agreement shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. § 1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause of for the convenience of Owner, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should owner subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. § 1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. § 1.3.9 PAYMENTS TO THE ARCHITECT § 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. (Paragraphs deleted) § 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. § 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. AIA Document B 141 TM —1997 Part 1. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS § 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. § 1.4.1.1 Standard Form of Agreement Between Owner and Architect, with Standard Form of Architect's Services, AIA Document B 141-1997, as herein amended. § 1.4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AIA Document B141-1997, or as follows: (List other documents, if any, delineating Architect's scope of services.) Supplemental Agreement No.1 Exhibit A: Project Budget Exhibit B: Services and Compensation Exhibit C: FF&E Scope of Work Exhibit D: Certificate of Liability Exhibit E: Special Terms and Conditions of the Contract Exhibit F: Brinkley Sargent Architects Hourly Billing Rate (2006) Exhibit G: Reimbursable Travel Costs § 1.4.1.3 Other documents as follows: (List other documents, if any, forming part of the Agreement.) "Supplemental Agreement No. 1" supplementing Standard From of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B 141-1997. § 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: 1 See Exhibit "E " attached hereto and incorporated herein by reference for all purposes. ARTICLE 1.5 COMPENSATION § 1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows: Architect's total compensation shall not exceed the sum of $1,127,000, which sum shall include the maximum sum of $60,000 for reimbursable expenses covering all travel, copies, reproductions, presentations, telephone, postal or courier services, and all other expenses of any nature whatsoever. § 1.5.2 If the services of the Architect are changed as described in Section 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be calculated by negotiated lump sum fee, negotiated and agreed to in writing in advance, based on hours expended per hourly rate chart included in Exhibit "F'. (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply.) § 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of One ( 1.00 ) times the amounts billed to the Architect for such services. § 1.5.4 For Reimbursable Expenses as described in Section 1.3.9.2, and any other items included in Section 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of One ( 1.00 ) times the expenses incurred by the Architect, and the Architect's employees and consultants. § 1.5.5 Other Reimbursable Expenses, if any, are as follows: AIA Document B141TM —1997 Part 1. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) § 1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. § 1.5.7 An initial payment of Zero Dollars and Zero Cents ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. § 1.5.8 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice or not later than the time period required under the Texas Prompt Payment Act, whichever is later. Not disputed unpaid Sixty ( 60 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) One and one-half percent (1 i/a %) per month (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) (Paragraph deleted) This Agreement entered into as of the day and year first written above. OWNER (Signature) (Signature) ARCHITECT Harold E. Sargent, AIA, President (Printed name and title) 1 ATTEST BY: I DATE (Printed name and title) AIA Document B141 N —1997 Part 1. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) tAIADocument BI4IM1997 Part 2 Standard Form of Architect's Services: Design and Contract Administration TABLE OF ARTICLES 2.1 PROJECT ADMINISTRATION SERVICES 2.2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES § 2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.1.2 When Project requirements have been sufficiently identified, the Architect shall prepare, and periodically update, a Project schedule that shall identify milestone dates for decisions required of the Owner, design services furnished by the Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Completion of the Work. § 2.1.3 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program, budget and aesthetics in developing the design for the Project. § 2.1.4 Upon request of the Owner, the Architect shall make a presentation to explain the design of the Project to representatives of the Owner. § 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. § 2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document B141 TM -1997 Part 2. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AJA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) § 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK § 2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. This estimate may be based on current area, volume or similar conceptual estimating techniques. As the design process progresses through the end of the preparation of the Construction Documents, the Architect shall update and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions. If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments. § 2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 2.1.7.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. § 2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, thebudget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the construction industry. § 2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 1.3.8.5; or .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. § 2.1.7.6 If the Owner chooses to proceed under Section 2.1.7.5.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work. The modification of such documents shall be the limit of the Architect's responsibility under this Section 2.1.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES § 2.2.1 Unless specifically designated in Section 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. § 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site requirements. § 2.2.1.2 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and AIA Document B141 TM -1997 Part 2. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 2.2.1.3 The Owner shall furnish services of geotechnical engineers which -may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES § 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget for the Cost of the Work, each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Project. § 2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. § 2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall notify the Owner of anticipated impacts that such method may have on the Owner's program, financial and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES § 2.4.1 The Architect's design services shall include normal structural, mechanical and electrical engineering services. § 2.4.2 SCHEMATIC DESIGN DOCUMENTS § 2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and budget for the Cost of the Work. The documents shall establish the conceptual design of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include a conceptual site plan, if appropriate, and preliminary building plans, sections and elevations. At the Architect's option, the Schematic Design Documents may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 2.4.3 DESIGN DEVELOPMENT DOCUMENTS § 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. § 2.4.4 CONSTRUCTION DOCUMENTS § 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the Work. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. § 2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of: (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor; and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. AIA Document B141 TM -1997 Part 2. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. An rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES § 2.51 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. § 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. § 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. § 2.5.4 COMPETITIVE BIDDING § 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. § 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the •reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. § 2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to prospective bidders and request their return upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders. § 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. § 2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. § 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document arid distribute the bidding results, as directed by the Owner. § 2.5.5 NEGOTIATED PROPOSALS § 2.5.5.1 Proposal Documents shall consist of proposal requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. § 2.5.5.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Proposal Documents for distribution to prospective contractors. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. § 2.5.5.3 If requested by the Owner, the Architect shall organize and participate in selection interviews with prospective contractors. § 2.5.5.4 The Architect shall considerrequests for substitutions, if permitted by the Proposal Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 2.5.5.5 If requested by the Owner, the Architect shall assist the Owner during negotiations with prospective contractors. The Architect shall subsequently prepare a summary report of the negotiation results, as directed by the Owner. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES § 2.6.1 GENERAL ADMINISTRATION § 2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, as modified between Owner and Contractor. Modifications made to the General Conditions, when adopted as part of AIA Document B141114 -1997 Part 2. Copyright ©•1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. AH rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. § 2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Section 2.8.2 when Contract Administration Services extend 60 days after the date of Substantial Completion of the Work. Reference Exhibit B § 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the Contract Administration Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. § 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. § 2.6.1.5 The 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 shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. § 2.6.1.6 If deemed appropriate by. the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. § 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the .Owner and Contractor under, and requirements of, the Contract Documents on written request of either the Owner 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. § 2.6.1.8 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 Owner and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. § 2.6.1.9 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 2.6.2 EVALUATIONS OF THE WORK § 2.6.2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 2.8, (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) 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 exhaustive or continuous on-site inspections to check 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 connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 2.6.2.2 The Architect shall report to the Owner known deviations from the Contract Documents and from the most 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 AIA Document B141 na —1997 Part 2. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. An rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 2.6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or progress. § 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner 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 Architect's consultants shall be through the Architect. § 2.6.2.5 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 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 the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. § 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR § 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 2.6.2 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 Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are 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. § 2.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site 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 Owner 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. § 2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for Payment. § 2.6.4 SUBMITTALS § 2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's 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 110 delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in 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 Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 2.6.4.3 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 AIA Document B141TM —1997 Part 2. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) 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. § 2.6.5 CHANGES IN THE WORK § 2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Section 2.8.2. § 2.6.5.2 The Architect shall review properly prepared, timely requests by the Owner or Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. § 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recommendation to the Owner, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor.. § 2.6.5.4 The Architect shall maintain records relative to changes in the Work. § 2.6.6 PROJECT COMPLETION § 2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents 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. § 2.6.6.2 The Architect's inspection shall be conducted with the 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. § 2.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including any amounts needed to pay for final completion or correction of the Work. § 2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner: (1) consent of surety or sureties, if any, to 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 the Owner against liens. ARTICLE 2.7 FACILITY OPERATION SERVICES (Paragraph deleted) § 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner. AIA Document B141 TM -1997 Part 2. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) ARTICLE 2.8 SCHEDULE OF SERVICES (Paragraphs deleted) § 2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: . 1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; . 2 responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner -provided information, Contractor -prepared coordination drawings, or prior Project correspondence or documentation; .3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; . 5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the Work; .6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; . 7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; or .8 Contract Administration Services provided 60 days after the date of Substantial Completion of the Work. § 2.8.3 The Architect shall furnish or provide the following services only if specifically designated: Services Responsibility (Architect, Owner or Not Provided) • Location of Service Description .1 Programming Architect Exibit B .2 Land Survey Services Owner .3 Geotechnical Services Owner .4 Space Schematics/Flow Diagrams Architect - .5 Existing Facilities Surveys Architect Exhibit B .6 Economic Feasibility Studies N/A .7 Site Analysis and Selection N/A .8 Environmental Studies and Reports Owner .9 Owner -Supplied Data Coordination Owner _ .10 Schedule Development and Monitoring N/A .11 Civil Design Architect Exhibit B .12 Landscape Design Architect Exhibit B .13 Interior Design Architect Exhibit B .14 Special Bidding or Negotiation N/A .15 Value Analysis N/A .16 Detailed Cost Estimating Architect Exhibit B .17 On -Site Project Representation N/A .18 Construction Management N/A .19 Start-up Assistance N/A .20 Record Drawings Architect Exhibit B .21 Post -Contract Evaluation N/A .22 Tenant -Related Services N/A .23 Furniture Selection and Bidding Architect Exhibit B .24 Site Submittal Architect Exhibit B AIA Document B141 TM -1997 Part 2. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) Services Responsibility (Architect, Owner or Not Provided) Location of Service Description .25 Supplemental Services Architect Exhbiit B Description of Services. (Insert descriptions of the services designated.) Reference Exhibit B ARTICLE 2.9 MODIFICATIONS § 2.9.1 Modifications to this Standard Form of Architect's Services: Design and Contract Administration, if any, are as follows: Supplemental Agreement No. 1 supplementing the standard form of agreement between Owner and Architect with Standard Form of Architect's Services, AIA Document B 141-1997 By its execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications hereto are incorporated into the Standard Form of Agreement Between the Owner and Architt, AIA Document B141-1997, that was entered into by the parties as of the date: (Date unknown at this time?) OWNER (Signature) (Printed name and title) I ATTEST BY: DATE Lg. (Signature) Harold E. Sargent, AIA, President (Printed name and title) AIA Document B141TM -1997 Part 2. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) SUPPLEMENTAL AGREEMENT NO. 1 THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141-1997 for the following Project: Professional design services related to the renovation of an existing building formerly owned by TELLABS Operations, Inc., said renovation being designed to house the Round Rock Police Department at the following address: Round Rock Police Headquarters 601 Jeffrey Way Round Rock, Texas more specifically identified and described in the accompanying AIA Document B141-1997. This Supplemental Agreement No. 1 is made and entered into as of the day of , 2006, and is by and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or "Owner") and BRINKLEY SARGENT ARCHITECTS, with offices located at 5000 Quorum Drive, Suite 600, Dallas, Texas, 75254 (hereinafter referred to as "Architect"). WITNESSETH: WHEREAS, City intends to design and construct the. Round Rock Police Headquarters Project described in the accompanying AIA Document B 141-1997. Architect's services are desired under this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for Architect's services under this Supplemental Agreement No. 1 are as recited therein. WHEREAS, City desires to contract with Architect for provision of the therein - described services in connection with design of the Round Rock Police Headquarters Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and WHEREAS, Architect has agreed to provide such professional services for the compensation delineated therein; 00095795/jkg NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and conditions contained in the accompanying AIA Document B141-1997 that this document supplements, and the terms, covenants, and conditions contained herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City, shall perform all professional services for the Round Rock Police Headquarters Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect for the following Scope of Work services: See Exhibit "B" attached hereto and incorporated herein by reference for all purposes, said exhibit indicating that Architect's total compensation hereunder shall not exceed $1,067,000.00 excluding any Reimbursable Expenses, plus Reimbursable Expenses up to a limit of $60,000.00, for a total not -to -exceed amount of $1,127,000.00. These amounts represent the absolute limit of City's liability to Architect hereunder unless same shall be changed by additional Supplemental Agreement hereto. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. Architect's Basic Services consist generally of the services described below and in AIA Document B141-1997 and any exhibits thereto, and include such other services as may be necessary to assist City in the design of the Round Rock Police Headquarters Project, within the limits City has budgeted or will budget therefor, and in compliance with the Project Facility Program which is hereby made a part of this Agreement. The Architect's design services shall include normal structural, mechanical and electrical engineering services. 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, delineating their respective tasks. All such consultants shall be subject to the approval of City through its Director of Public Works, and City reserves the right to reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and acceptable to City, represented by its Director of Public Works 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. 2.02 Schematic Design. (1) Architect shall prepare Schematic Design Documents to include adequate specifications for elements of the Round Rock Police Headquarters Project for consideration and approval by the Director. Five (5) copies each of said documents will be submitted for distribution. The documents shall establish the conceptual design of the Project, illustrating the scale and relationship of all components. The Schematic Design Documents shall include a conceptual site plan, if deemed appropriate by the Director, and preliminary building plans, sections and elevations. If requested by the Director, the Schematic Design Documents may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. The Schematic Design Phase and documents shall be completed within the agreed Performance Schedule. (2) Architect shall submit to City a Revised Statement of Probable Construction Cost in a form acceptable to the Director. Any variance in the estimated construction costs that may affect the established Project Budget shall be submitted to the Director with appropriate comments and recommendations prior to beginning the Construction Documents Phase. 2.0 Additional Services. Architect shall perform Additional Services, only as requested in writing by City, after a not -to -exceed amount has been mutually agreed upon in writing by the Director and Architect. Where City Council authorization is required, Architect shall not proceed until the appropriate Resolution for such Additional Services has been adopted. 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 the 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, unforeseen circumstances due to hidden or unknown conditions, or codes/ordinances or other legal requirements which may come into effect during the course of the Project. If changes are required to be made because of error, oversight, clarification, discrepancy, or budget overruns in the work of Architect, City shall not be liable to compensate. Architect for Additional Services or expenses in such connection. (2) Providing other extraordinary professional services over and above the Contract Documents requirements, where required and requested by City, including extraordinary professional services which might result if the City decides to "fast track" the Project. ARTICLE III CITY'S RESPONSIBILITIES 3.01 Full information. City shall provide full information regarding Project requirements. 3 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 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 3.04 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. ARTICLE IV PAYMENTS TO THE ARCHITECT 4.01 Basic Services. Payments hereunder shall not to exceed the following: Basic Services $ 1,067,000.00 Reimbursables $ 60,000.00 Total $ 1,127,000.00 4.02 Deductions. No deductions shall be made from Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors. 4.03 Additions. No additions shall be made to Architect's compensation based upon Project construction claims, whether paid by City or denied. 4.04 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. 4.05 Invoices. Architect's invoices to City shall provide complete information and documentation to substantiate Architect's charges, and shall be in a form specified by the Director. All payments to Architect shall be made onthe basis of the invoices submitted by Architect and approved by the Director. Such invoices shall conform to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by the Director, Architect shall comply promptly with such request. Should the Director determine it necessary, Architect shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. 4 4.06 Payment of Invoices. City reserves the right tocorrect any error that may be discovered in any invoice that may have been paid to Architect and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on payments which are late because of a good faith dispute between Architect and City or because of amounts which City has a right to withhold under this Agreement or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect, 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 V ARCHITECT'S ACCOUNTING RECORDS 5.01 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 VI TERMINATION AND DEFAULT 6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that the Director may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, upon thirty (30) 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 shallbe 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 ina reasonably organized form without restriction on future use. Should City subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate . in providing information. 6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which is unsatisfactory as determined by the 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 5 Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. ARTICLE VII GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS; CONTRACT ADMINISTRATION 7.01 Contract Administration. This Agreement shall be administered on behalf of City by its Director of Public Works, and Architect shall fully comply with any and all instructions from the Director. Any dispute arising hereunder shall be submitted to the Director, whose decision in the matter shall be final and binding. ARTICLE VIII RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 8.01 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 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, its employees, •subcontractors, agents and consultants. 8.02 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. 8.03 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. Architect shall pay any and all resulting costs, damages and 6 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 shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non-infringing; and if neither of the foregoing alternatives is available on terms which are reasonable in Architect's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written request of Architect, in which instance City has the sole option to either require Architect to perform new design work at Architect's sole expense, or to terminate this Agreement. (c) 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. (3) The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to products or materials which City has required that Architect include in any of the Designs, Plans and Specifications, or which are substituted by Contractor or any of his subcontractors during the Construction Phase of the Contract. 8.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. 8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect, Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 8.04 above, including the required provisions and additional policy conditions as shown below in Section 8.06. As 7 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. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non -renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. (3) The Term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (5) Architect and City mutually waive subrogation rights each may have against the other for loss or damage, to the extent same is covered by the proceeds of insurance. 8.07 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. Such Certificates of Insurance are evidenced as Exhibit "A" herein entitled "Certificates of Insurance." 8 ARTICLE IX COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC. 9.01 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. 9.02 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 X TERM 10.01 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 of execution 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. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: Twenty-four (24) months from effective date hereof, with twelve (12) months of such period being designated for design services and the remaining twelve (12) months of such period being designated for construction. Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of this Agreement by express written agreement of the parties. (2) Architect understands that the Project Performance Schedule is of critical importance, and Architect agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in a professional manner. 9 ARTICLE XI FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY 11.01 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. 11.02 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 XII GENERAL PROVISIONS 12.01 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 may constitute a material breach of this Agreement. Architect shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. 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. 12.02 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. 12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet or transfer any interest herein without City's prior written authorization 12.04 Amendments. This Agreement represents the entire agreement between the parties, and may only be amended or supplemented by mutual agreement of the parties in writing. 12.05 Enforcement and Venue. This Agreement shall be . enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 10 12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 All notices and correspondence from City to Architect shall be mailed or delivered to the Architect as follows: Harold E. Sargent, AIA President Brinkley Sargent Architects 5000 Quorum, Suite.123 Dallas, Texas 75254 IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No. approved by the City Council on , and Brinkley Sargent, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions of this Agreement. CITY OF ROUND ROCK By: Nyle Maxwell, Mayor ATTEST: By: Christine R. Martinez, City Secretary FOR CITY, APPROVED AS TO FORM: By: Stephan L. Sheets, City Attorney 11 BRIN LEY SARGEN1' ARCHITECTS By: S Harold E. Sargent, AIA> President g 12 Site Acquisition Land Cost Closing Costs Due Diligence Studies Existing Site Sale Price Closing Costs Testing Services Subsurface Soils -0- Construction Materials Inspection b;•%b 3x �e zo�: 1 O'0 00 EXHIBIT A Round Rock Police Facility Tellabs Building Project Budget 7/7/05 7/7/05 - 0- Note B - 0- Note B -0- -0- Note B -0- Note B Construction Building Existing Building Select Demolition Secure Courtyard Asbestos Abatement Parking / Site Development Water Loop On -Site Water Retention Emergency Generator Support Building Site Fence Landscape Construction Contingency 'Sb:...6GaEvYCemtVw«.wrc- FF&E Furniture Telephone I.T. Backbone / Cabling I.T. Video Surveillance/Network A/V Equipment Police Lab Furnishings Exercise Equipment 6,928,000 Note L/N 1,363,000 Note L/M -0- Note P -0- Note H 200,000 Note Q -0- Note H 20,000 Note Q 120,000 579,000 Note 0 102,000 Note S 200,000 476,000 Note T City Budgets Site Survey / Platting C.M. Pre -Design Services Off -Site Utility Development Utility Service Impact Fees Gas Services Moving Costs Communications Equipment / Relocation Costs Communication Tower/Radio Equipment Support Round Rock Police Contract 842,000 Note U 169,000 Note C 156,000 Note D 120,000 Note F 220,000 54,000 -0- Note E 1. � � .'•,' C. 10,000 18,000 -0- Note H -0- Note H -0- Note H 20,000 Note R 30,000 Note R 50,000 Exhibit A, Page 1 Contingency Professional Fees Spent to Date Fees Programming / Site Selection Old Settlers Redesign Fee Old Settlers Site Submittal Process Telllabs Study Fee A/E Fees To Date Reimbursables To Date y. .�;•a^ii6',�'�Y'.e�%_"s'g. � ; .�j t� � � ..f/ ��ar3" �i"i Tellabs Building Fees New Review Original Program Site Submittal Process A/E Fees ADA Consultant Cost Estimator Civil Engineer Landscape A/V Consultant Furniture Selection I.T. Cabling/Backbone I.T. Video Security/Antenna As -Built Drawings (EXISTING) As -Built Drawings (POST CONSTRUCTION) Reimbursables 100,000 54,550 31;710 10,000 9,000 154,263 17,000 Note G 15,000 Note G 10,000 Note G 799,000 Nove V 6,000 Note G 10,000 Note G 8,000 Note G 8,000 Note G 60,000 Note G 88,000 Note G 30,000 Note G 20,000 Note G 7,000 6,000 Note G 60,000 Note G Note A NOTES Budget Notes: A. All pricing assumes 8/06 construction bid date. Site acquisition not included to total. B. Final negotiations underway. Costs unknown at this time. C. 64,750 s.f. @ $2.60/s.f. D. 64,750 s.f. @ $2.40/s.f. E. Not included in this budget. F. 64,750 s.f. @ $1.86 s.f. G. All fees pertain to new project. Historical fees billed to date included under A/E fees to date. H. All site utilities assumed to be adequate. K. 4,800 s.f. @ 60/s.f. L. Brinkley Sargent Architects Tellabs building analysis dated 5/2/05. M. $16/s.f. (includes front elevation design enhancements) x 85,200 s.f. N. 64,750 s.f. @ $107/s.f. O. Balance of Tellabs building select demolition and en1- P. Not required as part of current design. Q. Minor repair/upgrades. R. Estimate not based upon knowledge of scope. S. $92.1.f. including sliding gates. T. 5% of construction cost. U. 64,750 s.f. @ $13/s.f. V. 8% of construction costs. Round Rock Police Contract Exhibit A, Page 1 EXHIBIT B CITY OF ROUND ROCK POLICE FACILITY ARTICLE 1.5.1 SERVICES AND COMPENSATION 1.5.1 A/E BASIC AND SUPPLEMENTAL SERVICES INCLUDED IN THE CONTRACT SCOPE OF WORK. Service and Fee Summary A/E Basic Services $799,000 Architectural MEP Engineering Structural Engineering Existing Program Review $15,000 As -Built Drawing (Existing Building) $7,000 As -Build Drawing (Post Construction) $6,000 FF&E Selection $68,000 Interior Design $20,000 Site Submittal Process $10,000 Reimbursable $60,000 Cost Estimating $10,000 Civil Engineering $8,000 ADA Consulting $6,000 Landscape Design $8,000 Technology Consulting $50,000 Audio/Visual Consulting $60,000 Total Fees and Reimbursables $1,127,000 A. BASIC A/E SERVICES FEE $799,000 1. Reference Exhibit A - Total Construction Budget $9,988,000 Reference Exhibit A - A/E Fee 8% Fee Calculation — 9,988,000 x 8% = $799,000 Fees to be .billed monthly by percent complete of each phase as follows: Schematic Design Phase (15%) Design Development (20%) Construction Document Phase (40%) Bidding Phase (5%) Construction Administration Phase (20%) Total (100%) 2. Construction is anticipated to take ten (10) months. Project progress meetings will occur every other week. Should construction continue Round Rock Police Facility Exhibit B, Page 1 beyond twelve (12) months through no fault of the design team, the Architect reserves the right to seek Additional Services from the City based upon per month basic fee of $12,000. Such Additional Services shall solely be approved by Owner's designated representative and by action of City Council. B. AS -BUILT DRAWINGS (EXISTING BUILDING) — FEE $7,000 A/E team site review of as -built drawings provided by others and their conformance to existing conditions. Fee includes cost of acquisition of as - built drawings from original architectural firm. C. AS -BUILT DRAWINGS (POST CONSTRUCITON) — FEE $6,000 A/E Team to provide final as -built drawings of project from information provided by contractor. Plans to be issued to Owner within thirty (30) days of receipt of information from contractor. D. FF&E SELECTION — FEE $68,000 Selection, specification and installation supervision of furniture and related equipment will be provided by Brinkley Sargent Architects as part of Basic Services. Reference Exhibit C for detailed description of services. E. INTERIOR DESIGN SERVICES — FEE $20,000 Interior finish selection, presentation, specifications, and shop drawing review services will be provided by Brinkley Sargent Architects as part of Basic Services. F. SITE SUBMITTAL PROCESS — FEE $10,000 Documentation as required to conform to City requirements and the coordination of the necessary consultants to meet City requirements for site submittal process. G. REIMBURSALBE EXPENSES — FEE $60,000 Reimbursement costs for the project are detailed in Exhibit F. Budget assumes all construction and furniture bidders will make a non-refundable payment to Brinkley Sargent Architects equal to the cost of printing bid documents. Construction Administration Phase trips assume project progress meetings will be held every other week. H. COST ESTIMATING SERVICES — FEE $10,000 Prepare Design Development cost estimate utilizing a professional cost estimator. L CIVIL ENGINEERING — FEE $8,000 Provide Civil Engineering services limited to on-site utility upgrades. Existing parking lots and drives to remain. Round Rock Police Facility Exhibit B, Page 2 J. ADA CONSULTING SERVICES — FEE $6,000 Review of documents by state approved firm for conformance. Site visits for substantial completion and final state required inspection are included. All State of Texas required submittal fees are included in this contract. K. LANDSCAPE DESIGN SERVICES — FEE $8,000 Services shall include selection of plant material, flatwork design/details and design of irrigation system. Designer shall coordinate all work with appropriate city agencies. L. TECHNOLOGY CONSULTING — FEE $50,000• Services shall include design of communications backbone and I.T. infrastructure, video surveillance and card reader security systems. M. PROGRAM REVIEW — FEE $15,000 Services include review of existing building programs and update as required to meet current and future staffing. N. AUDIO/VISUALIVIDEO CONSULTING — FEE $60,000 Design of infrastructure to support proposed systems and coordination of consultant work associated with this scope of work. Design, specifications, bid and review of shop drawings related to separate AN Bid Package as well as final punch list report and systems conformance confirmation. O. SCOPE OF WORK ASSUMPTIONS 1. Building site is currently platted. Any additional platting requirements (if any) will be done as an additional service. 2. Site zoned for the intended use of this project. 3. Geotechnical reports will be provided by the City. 4. All due diligence in regards to the environmental aspects of the site and building have been investigated by the City and any related reports will be provided to the Architect previous to commencement of work. P. FEE ESTIMATES Items H, I, J, K, L and N include fee estimatesbased upon undefined scopes of work. Final negotiated contracts based upon scope definition will be forwarded to City for review and approval. , Round Rock Police Facility Exhibit B, Page 3 EXHIBIT C CITY OF ROUND ROCK POLICE FACILITY FF&E SCOPE OF WORK SCOPE OF WORK -- FURNITURE, FIXTURES, AND EQUIPMENT Design development: A. Site visit to current facility and documents of current furniture and large equipment to remain. B. Incorporate existing furniture and equipment requirements into new building documents. C. Meet with police and city staff to establish FF&E requirements. D. Coordinate FF&E requirements with architectural floor plans. E. Update Budget. Construction Administration Phase: A. Meet with city staff to establish furniture standards and procurement requirements. B. Present standards of quality finish and staffing hierarchy to city staff. C. Establish and review scope of FF&E based upon budgeting and interior design constraints. D. Present FF&E preliminary package to city staff. E. Present final FF&E package to city staff and finalize budget. F. Complete specifications and drawings for purpose of bidding package. G. Coordinate with city staff bidding package front end general conditions consistent with city purchasing standards. H. Coordinate all MEP and dimensional issues between bid package and building construction documents. I. Issue package to all bidders. J. Advise Owner and bidders .on clarifications, substitutions, and issuance of addenda. K. Assist Owner in evaluation prices and make recommendation for contract awards. L. Advise Owner and vendor(s) on clarificationitems following furniture installation (2 days). M. Make two (2) on-site visits to review completed FF&E installation and develop and process furniture punch list. Round Rock Police Facility Exhibit C, Page 1 Exhibit 1) E&O Policy to Follow CERTIFICATE OF LIABILITY INSURANCE PRODUCER McLaughlin Brunson Insurance Agency, LLP 9535 Forest Lane, Suite118 Dallas, Texas 75243 Date: 02/09/2006 COMPANIES AFFORDING COVERAGE A Zurich American Insurance Company B INSURED C Brinkley Sargent Architects 5000 Quorum Dr., Suite 123 D Dallas, Texas 75254 THIS IS TO CERTIFY THAT the Insured named above is insured by. the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF INSURANCE POLICY EN4 CTIVE EXPIRATION LIMITS LTR NUMBER DATE DATE GENERAL LIABILITY AUTOMOBILE LIABILITY EXCESS LIABILITY GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL & ADV. INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person)$ COMBINED SINGLE LIMIT $ BODILYINJURY (Per person) • $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ WORKERS' COMPENSATION EACH OCCURRENCE $ AGGREGATE $ AND EMPLOYERS' LIABILITY PROFESSIONAL LIABILITY STATUTORY LIMITS $ EACH ACCIDENT $ DISEASE - POLICY LIMIT $ DISEASE - EACH EMPLOYEE $ A E0C9309259-02 02/15/2005 02/15/2006$11000,000 per claim/annual aggregate DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS/EXCEPTIONS The claims made professional liability coverage is the total aggregate limit for all claims presented within theperiod and is subject annual policy to a The City of Round Rock is named as additional insured with respect to all policies except `Workers' Compensation Liability' and `Professional Liability'. Should any of the above described policies be cancelled or changed beforeth and Employers' g th thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below: e expiration date CERTIFICATE HOLDER: City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 Sargent - City of Round Rock.doc/specs master Revised 10/2002 SIG RE OF AUTH IZED REPRESENTATIVE ‘444/-% T • Name: Joe Bryant Title: Producer EXHIBIT "A" EXHIBIT E CITY OF ROUND ROCK POLICE FACILITY SPECIAL TERMS AND CONDITIONS OF THE CONTRACT SCOPE OF ARCHITECT'S BASIC SERVICES Change Orders A. Owner -requested Change Orders: The Architect's fees for all work associate with Owner -requested Change Orders shall be computed on an hourly basis per Exhibit F schedule. B. Unknown Site Conditions: If the Architect, having used reasonable care in evaluating existing Drawings and field conditions, finds that those existing conditions are not in accordance with the construction documents, therefore requiring additional work or cost by the contractor, the cost of the additional or changed work shall be paid by the Owner. The Architect's fee for workassociated with such Change Orders shall be computed on an hourly basis per Exhibit F schedule. C. Omissions: If the Architect fails to include or omits an item from the Contract Documents, which was fully anticipated to be included in the Project, thereby necessitating the need for a Change Order, the Architect will not receive a fee for work associated with the Change Order. D. Design Error: If the Architect incorrectly designs or specifies an item which the owner specifically requested to be part of the scope of work and fails to correct the error prior to installation in the Project, thereby requiring its removal or change, the Architect shall be responsible for the cost to replace said item with the proper item. Standard Care of Contingency A. In performing Architectural Services, the Architect will strive to use that degree of care and skill ordinarily exercised under similar circumstances by competent members of the architecture profession. Notwithstanding compliance with this standard of care, the Owner can normally anticipate that some changes and adjustments in the project will be required either during or after construction. The Owner agrees to establish a construction contingency fund (reference Exhibit A) to cover the reasonably anticipated costs of these changes and adjustments as well as, changes due to code revisions and filed conditions. The Owner agrees to not seek any costs related to items 2.1.0 and 2.1.D omissions from Architect unless the aforementioned contingency funds are exhausted by non -Owner initiated changes. The Owner agrees to consider reasonable standard of care when evaluating adjustments to the project. Round Rock Police Facility Exhibit E, Page 1 ADA Compliance A. The Americans with Disabilities Act ("ADA") provides that it is a violation of the ADA to design and construct a facility for first occupancy later that January 26, 1993 that does not meet the accessibility and usability requirements of the ADA except where an entity can demonstrate that it is structurally impractical to do so. The parties acknowledge that the ADA and the corresponding State of Texas laws regarding disability barriers ("State Law") will be subject to various and possible contradictory interpretations. The Architect, therefore will use reasonable professional efforts to interpret and comply with all applicable ADA and State Law requirements and other federal, state, and local laws, rules, codes, ordinances and, regulations as they apply to the Project. The Architect, due to such competing interpretations, does not warrant or guarantee that the Project will comply with interpretations of applicable provisions of the ADA and State Law. However, the Architect will timely submit the Plans and •Specifications to the applicable State of Texas agency with respect to compliance with State Law in order for such State of Texas agency to review . and comment to the Plans and Specifications prior to the scheduled commencement of construction. Architectural Registration A. The Texas Board of Architectural Examiners, 8213 Shoal Creek Boulevard, Suite 107, Austin, Texas 78758 (512-458-1363) has jurisdiction over individuals licensed where the Architect's Registration Law, Texas Civil Status, Article 249a. Round Rock Police Facility Exhibit E, Page 2 TITLE Senior Principal Principal Project Manager/Associate Construction Administrator Senior Programmer Staff Architect Architectural Designer II Architectural Designer I Interior Designer Draftsman Clerical Round Rock Police Facility EXHIBIT F BILLING RATES 2006 RATE / HR 190.00 160.00 110.00 95.00 85.00 85.00 80.00 75.00 70.00 40.00 50.00 Exhibit F, Page 1 EXHIBIT G CITY OF ROUND ROCK POLICE FACILITY REIMBURSABLE TRAVEL COSTS Trip Cost Calculations BSA Trip Charge (1 person / 1 Day) Airfare 300.00 Parking 16.00 Car 80.00 Per Diem 45.00 DFW Mileage 19.00 460.00 BSA Trip Charge (2 people / 2 Days) Airfare 600.00 Parking 32.00 Car 160.00 Per Diem 180.00 DFW Mileage 38.00 Hotel 350.00 1,360.00 BSA Trip Charge (3 people / 3 days) Airfare 900.00 Parking 48.00 Car 240.00 Per Diem 270.00 DFW Mileage 57.00 Hotel 525.00 2,040.00 I.T. Consultant Trip Charge (1 person / 1 day) Airfare 350.00 Parking 18.00 Car. 98.00 Per Diem 45.00 DFW Mileage 19.00 Notes: I. Airfare based upon 14 day advance purchase. 2. Hotel based upon full service property. 3. Car rentals based upon full size vehicle. Round Rock Police Facility 530.00 Exhibit G, Page 1 DATE: March 2, 2006 SUBJECT: City Council Meeting - March 9, 2006 ITEM: 9.G.1. Consider a resolution authorizing the Mayor to execute a Standard Form of Agreement between Owner and Architect and Supplemental Agreement No. 1 with Brinkley Sargent Architects for the design and construction of the Police Station at the Tellabs Building located at 601 Jeffrey Way. Department: Engineering and Development Services Staff Person: Tom Word, P.E., Chief of Public Works Operations Larry Madsen, Liaison Construction Manager Justification: This agreement provides for professional design services to the renovation of an existing building formerly owned by Tellabs, Inc. and said renovation being designed to house the Round Rock Police Department. Funding: Cost: $1,127,000.00 Source of funds: 2002 GO Bonds Outside Resources: N/A Background Information: N/A Public Comment: N/A Document B141T" -1997 Part 1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION ' AGREEMENT made as of the Fifteenth day of February in the year Two Thousand and Six (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of Round Rock 221 E. Main Street Round Rock, Williamson and Travis Counties, Texas, 78664 and the Architect: (Name, address and other information) Brinkley Sargent Architects 5000 Quorum Drive, Suite 600 Dallas, Texas 75254 For the following Project: (Include detailed description of Project) Professional design services related to the renovation of an existing building formerly owned by TELLABS Operations, Inc., said renovation being designed to house the Round Rock Police Department at the following address: Round Rock Police Facility 601 Jeffery Way Round Rock, Texas The Owner and Architect agree as follows: R -o19-03-09 - 9Gi ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document B141 Tr —1997 part 1. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No. 1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) ARTICLE 1.1 INITIAL INFORMATION § 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable," "unknown at time of execution" or "to be determined later by mutual agreement.") See all exhibits attached hereto and incorporated herein by reference for all purposes. § 1.1.2 PROJECT PARAMETERS § 1.1.2.1 The objective or use is: (Identify or describe, if appropriate, proposed use or goals.) 1 The Round Rock Police Headquarters shall house and support all areas of police operations. § 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site.) Project will include work associated with 113,000 SF existing warehouse building. 64,750 SF will become new office space for police and balance will be enhanced as required for support building (garage) functions. § 1.1.2.3 The Owner's Program is: (Identify documentation or state the manner in which the program will be developed.) IEstablished for Owner as part of Brinkley Sargent Architects' previous contractual obligations under initial phase services. § 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.) IThe Round Rock Police Headquarters facilities will be planned with reference to space needs for current operations and for long-term (20 years) projected operations. § 1.1.2.5 The financial parameters are as follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: $1,127,000.00 .2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is: § 1.1.2.6 The time parameters are: (Idents, if appropriate, milestone dates, durations or fast track scheduling.) Twenty-four (24) months from effective date hereof, with twelve (12) months of such period being designated for design and the remaining twelve (12) months of such period being designated for construction. § 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid, negotiated contract, or construction management.) General Contractor for construction will be selected by statutorily -allowable delivery method. § 1.1.2.8 Other parameters are: (Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.) Work associated with site will encompass security upgrades and building design enhancement upgrades. Existing parking lots to remain open. AIA Document B141TM —1997 Part 1. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) § 1.1.3 PROJECT TEAM § 1.1.3.1 The Owner's Designated Representative is: (List name, address and other information.) Larry Madsen Construction Manager, Public Works Department City of Round Rock 2008 Enterprise Drive Round Rock, Texas 78664 § 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, address and other information.) James R. Nuse City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 § 1.1.3.3 The Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) Not selected at this time § 1.1.3.4 The Architect's Designated Representative is: (List name, address and other information.) Harold E. Sargent, AIA, President Brinkley Sargent Architects 5000 Quorum Drive, Suite 600 Dallas, Texas 75254 hsargent@brinkleysargent.com § 1.1.3.5 The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address.) Not selected at this time. § 1.1.4 Other important initial information is: n/a § 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AIA Document A201 as modified between Owner and Contractor. § 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. However, it is expressly agreed and understood by all parties that the total sum of $1,127,000 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by supplemental agreement hereto. Any such supplemental agreement to this contract must be duly authorized by City Council resolution. AIA Document 8141 TM —1997 Part 1. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES § 1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team. § 1.2.2 OWNER § 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 1.2.2.2 The Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the Work. Owner's other costs and reasonable contingencies related to all costs. § 1.2.2.3 The Owner's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Section 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 approved by Owner. § 1.2.2.5 Unless otherwise provided in this Agreement and requested in writing, the Owner shall furnish or pay for tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 1.2.2.7 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. 1.2.2.8 Owner shall furnish a certified survey of the sites giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the sites, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are not to be included by Architect in the specifications for the Project. 1.2.2.10 Owner will provide Architect with miscellaneous items such as two (2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as may be necessary and practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent practicable, these documents shall be utilized in the preparation of the construction documents. § 1.2.3 ARCHITECT § 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental documents, and in related documents.. § 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the AIA Document B141TM -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) performance of the Architect's services which initially shall be consistent with the time periods established in Section 1.1.2.6 and which shall be adjusted, if necessary and approved by Owner, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. § 1.2.3.3 The Architect's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. § 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. § 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. § 1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the Owner. Each party shall provide prompt written notice to the other if either becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 1.3 TERMS AND CONDITIONS § 1.3.1 COST OF THE WORK § 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. § 1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus for Contractor's overhead and profit. § 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner. § 1.3.2 INSTRUMENTS OF SERVICE § 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. All architect's designs and work product under this Agreement including, but not limited to, Tracings, Drawings, Estimates, Specifications, Investigations, Studies and other documents, completed or partially completed, shall be the property of Owner to be used as Owner desires without restriction on future use by execution of this Agreement and in confirmation of the fee for services to be paid under this Agreement. Architect hereby conveys, transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Agreement. Copies may be retained by Architect. Architect shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect or anyone connected with Architect, including agents, employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner. § 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a permission to reproduce the Architect's Instruments of Service for purposes of constructing, using and maintaining the Project, provided that the AIA Document B141 TM -1997 Part 1. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar permission from the Architect's consultants consistent with this Agreement. If and upon the date the Architect is adjudged in 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 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 Instruments 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 permitted. 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. § 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. 1.3.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 1.3.2.6 Upon completion of the construction of the Project and receipt of contractor's as -built mark ups, Architect shall, within thirty (30) calendar days, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. 1.3.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. § 1.3.3 CHANGE IN SERVICES § 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing. However, it is expressly agreed and understood by all parties that the sum of $1,127,000 shall represent the absolute limit of Owner's liability to Architect, unless the agreement shall be changed by supplemental agreement hereto. Any such supplemental agreement to this contract must be duly authorized by City Council resolution. (Paragraph deleted) § 1.3.4 MEDIATION § 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration. § 1.3.4.2 The Owner and 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 arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. AIA Document 81411 —1997 Part 1. Copyright 01917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) § 1.3.5 ARBITRATION (Paragraphs deleted) § 1.3.5.1Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. (Paragraphs deleted) § 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES 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 Section 1.3.8. § 1.3.7 MISCELLANEOUS PROVISIONS § 1.3.7.1 This Agreement shall be governed by the law of the State of Texas and venue shall lie in Williamson County, Texas. § 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, as modified between Owner and Contractor. § 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. § 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, as modified between Owner and Contractor. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. § 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. AIA Document B141Th —1997 Part 1. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) § 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. § 1.3.8 TERMINATION OR SUSPENSION § 1.3.8.1 If the Owner fails to make payments to the Architect in 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 (15) days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non -disputed sums due prior to suspension. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total sum of $1,127,000 shall represent the absolute limit of Owner's liability to Architect, unless this Agreement shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. § 1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause of for the convenience of Owner, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should owner subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. § 1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. § 1.3.9 PAYMENTS TO THE ARCHITECT § 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. (Paragraphs deleted) § 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. § 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. AIA Document 8141 *' —1997 Part 1. Copyright ®1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS § 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. § 1.4.1.1 Standard Form of Agreement Between Owner and Architect, with Standard Form of Architect's Services, AIA Document B 141-1997, as herein amended. § t4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AIA Document B 141-1997, or as follows: (List other documents, if any, delineating Architect's scope of services.) Supplemental Agreement No.1 Exhibit A: Project Budget Exhibit B: Services and Compensation Exhibit C: FF&E Scope of Work Exhibit D: Certificate of Liability Exhibit E: Special Terms and Conditions of the Contract Exhibit F: Brinkley Sargent Architects Hourly Billing Rate (2006) Exhibit G: Reimbursable Travel Costs § 1.4.1.3 Other documents as follows: (List other documents, if any, forming part of the Agreement.) "Supplemental Agreement No. 1" supplementing Standard From of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B 141-1997. § 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: See Exhibit "E " attached hereto and incorporated herein by reference for all purposes. ARTICLE 1.5 COMPENSATION § 1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows: Architect's total compensation shall not exceed the sum of $1,127,000, which sum shall include the maximum sum of $60,000 for reimbursable expenses covering all travel, copies, reproductions, presentations, telephone, postal or courier services, and all other expenses of any nature whatsoever. § 1.5.2 If the services of the Architect are changed as described in Section 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be calculated by negotiated lump sum fee, negotiated and agreed to in writing in advance, based on hours expended per hourly rate chart included in Exhibit "F'. (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and idents Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply.) § 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of One ( 1.00 ) times the amounts billed to the Architect for such services. § 1.5.4 For Reimbursable Expenses as described in Section 1.3.9.2, and any other items included in Section 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of One ( 1.00 ) times the expenses incurred by the Architect, and the Architect's employees and consultants. § 1.5.5 Other Reimbursable Expenses, if any, are as follows: AIA Document B14171, —1997 Part 1. Copyright ®1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) § 1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. § 1.5.7 An initial payment of Zero Dollars and Zero Cents ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. § 1.5.8 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice or not later than the time period required under the Texas Prompt Payment Act, whichever is later. Not disputed unpaid Sixty ( 60 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) One and one-half percent (1 1/2 %) per month (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) (Paragraph deleted) This Agreement entered into as of the d. d y ar first written above. OWNER (Si Nviz mrigLoEu„ m Pky oR, (Printed name and title) ATTEST BY: ARC ITECT lt, (Signature) Harold E. Sargent, A A, President (Printed name and title) AIA Document B141 -1997 Part 1. Copyright 01917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of ft, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:52:16 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (2065378123) Document B141" Standard Form of Architect's Services: Design and Contract Administration TABLE OF ARTICLES 2.1 PROJECT ADMINISTRATION SERVICES 2.2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS 1997 Part 2 ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES § 2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.1.2 When Project requirements have been sufficiently identified, the Architect shall prepare, and periodically update, a Project schedule that shall identify milestone dates for decisions required of the Owner, design services furnished by the Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Completion of the Work. § 2.1.3 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program, budget and aesthetics in developing the design for the Project. § 2.1.4 Upon request of the Owner, the Architect shall make a presentation to explain the design of the Project to representatives of the Owner. § 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. § 2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document 6141n, —1997 Part 2. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) k -o6 -o3 -09-Q6- J § 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK § 2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. This estimate may be based on current area, volume or similar conceptual estimating techniques. As the design process progresses through the end of the preparation of the Construction Documents, the Architect shall update and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions. If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments. § 2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 2.1.7.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. § 2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the construction industry. § 2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 1.3.8.5; or .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. § 2.1.7.6 If the Owner chooses to proceed under Section 2.1.7.5.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work. The modification of such documents shall be the limit of the Architect's responsibility under this Section 2.1.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES § 2.2.1 Unless specifically designated in Section 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. § 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site requirements. § 2.2.1.2 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and AIA Document B141Thi —1997 Part 2. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 2.2.1.3 The Owner shall furnish services of geotechnical engineers which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES § 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget for the Cost of the Work, each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Project. § 2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. § 2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall notify the Owner of anticipated impacts that such method may have on the Owner's program, financial and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES § 2.4.1 The Architect's design services shall include normal structural, mechanical and electrical engineering services. § 2.4.2 SCHEMATIC DESIGN DOCUMENTS § 2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and budget for the Cost of the Work. The documents shall establish the conceptual design of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include a conceptual site plan, if appropriate, and preliminary building plans, sections and elevations. At the Architect's option, the Schematic Design Documents may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 2.4.3 DESIGN DEVELOPMENT DOCUMENTS § 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. § 2.4.4 CONSTRUCTION DOCUMENTS § 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the Work. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. § 2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of: (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor; and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. AIA Document B141TM —1997 Part 2. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES § 2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. § 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. § 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. § 2.5.4 COMPETITIVE BIDDING § 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. § 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. § 2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to prospective bidders and request their return upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders. § 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. § 2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. § 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. § 2.5.5 NEGOTIATED PROPOSALS § 2.5.5.1 Proposal Documents shall consist of proposal requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. § 2.5.5.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Proposal Documents for distribution to prospective contractors. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. § 2.5.5.3 If requested by the Owner, the Architect shall organize and participate in selection interviews with prospective contractors. § 2.5.5.4 The Architect shall consider requests for substitutions, if permitted by the Proposal Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 2.5.5.5 If requested by the Owner, the Architect shall assist the Owner during negotiations with prospective contractors. The Architect shall subsequently prepare a summary report of the negotiation results, as directed by the Owner. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES § 2.6.1 GENERAL ADMINISTRATION § 2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, as modified between Owner and Contractor. Modifications made to the General Conditions, when adopted as part of AIA Document 8141 TM —1997 Part 2. Copyright 0 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. § 2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Section 2.8.2 when Contract Administration Services extend 60 days after the date of Substantial Completion of the Work. Reference Exhibit B § 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the Contract Administration Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. § 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. § 2.6.1.5 The 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 shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. § 2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. § 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written request of either the Owner 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. § 2.6.1.8 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 Owner and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. § 2.6.1.9 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 2.6.2 EVALUATIONS OF THE WORK § 2.6.2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 2.8, (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) 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 exhaustive or continuous on-site inspections to check 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 connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 2.6.2.2 The Architect shall report to the Owner known deviations from the Contract Documents and from the most 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 AIA Document B14111, — 1 997 Part 2. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. Alt rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penatties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 2.6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or progress. § 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner 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 Architect's consultants shall be through the Architect. § 2.6.2.5 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 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 the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. § 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR § 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 2.6.2 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 Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are 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. § 2.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site 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 Owner 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. § 2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for Payment. § 2.6.4 SUBMITTALS § 2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's 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 the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in 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 Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 2.6.4.3 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 AIA Document 8141Th —1997 Part 2. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) 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. § 2.6.5 CHANGES IN THE WORK § 2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Section 2.8.2. § 2.6.5.2 The Architect shall review properly prepared, timely requests by the Owner or Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. § 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recommendation to the Owner, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. § 2.6.5.4 The Architect shall maintain records relative to changes in the Work. § 2.6.6 PROJECT COMPLETION § 2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents 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. § 2.6.6.2 The Architect's inspection shall be conducted with the 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. § 2.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including any amounts needed to pay for final completion or correction of the Work. § 2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner: (1) consent of surety or sureties, if any, to 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 the Owner against liens. ARTICLE 2.7 FACILITY OPERATION SERVICES (Paragraph deleted) § 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner. AIA Document B141 Tu —1997 Part 2. Copyright ©1917, 1926, 1948, 1951, 1953, 1958, 1961. 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) ARTICLE 2.8 SCHEDULE OF SERVICES (Paragraphs deleted) § 2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner -provided information, Contractor -prepared coordination drawings, or prior Project correspondence or documentation; .3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; .5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the Work; .6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; or .8 Contract Administration Services provided 60 days after the date of Substantial Completion of the Work. § 2.8.3 The Architect shall furnish or provide the following services only if specifically designated: Services Responsibility (Architect, Owner or Not Provided) Location of Service Description .1 Programming Architect Exibit B .2 Land Survey Services Owner .3 Geotechnical Services Owner .4 Space Schematics/Flow Diagrams Architect .5 Existing Facilities Surveys Architect Exhibit B .6 Economic Feasibility Studies N/A .7 Site Analysis and Selection N/A .8 Environmental Studies and Reports Owner .9 Owner -Supplied Data Coordination Owner .10 Schedule Development and Monitoring N/A .11 Civil Design Architect Exhibit B .12 Landscape Design Architect Exhibit B .13 Interior Design Architect Exhibit B .14 Special Bidding or Negotiation N/A .15 Value Analysis N/A .16 Detailed Cost Estimating Architect Exhibit B .17 On -Site Project Representation N/A .18 Construction Management N/A .19 Start-up Assistance N/A .20 Record Drawings Architect Exhibit B .21 Post -Contract Evaluation N/A .22 Tenant -Related Services N/A .23 Furniture Selection and Bidding Architect Exhibit B .24 Site Submittal Architect Exhibit B AIA Document B141 Tr -1997 Part 2. Copyright m 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) Services Responsibility (Architect, Owner or Not Provided) Location of Service Description .25 Supplemental Services Architect Exhbiit B Description of Services. (Insert descriptions of the services designated.) Reference Exhibit B ARTICLE 2.9 MODIFICATIONS § 2.9.1 Modifications to this Standard Form of Architect's Services: Design and Contract Administration, if any, are as follows: Supplemental Agreement No. 1 supplementing the standard form of agreement between Owner and Architect with Standard Form of Architect's Services, AIA Document B141-1997 By its execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications hereto are incorporated into the Standard Form of Agreement Between the Owner and Archit*t, AIA Document B141-1997, . t was entered into b - parties as of the date: (Date unknwn at this time?) LE, tax G ELL-) m 4yo R. d name and title) ATTEST BY: 0a).. 3-9-OCo DATE l £. (Signature) Harold E. Sargent, AIA, President (Printed name and title) AIA Document B14ITM -1997 Part 2. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:51:07 on 02/14/2006 under Order No.1000207262_1 which expires on 11/15/2006, and is not for resale. User Notes: (4125452426) SUPPLEMENTAL AGREEMENT NO. 1 THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141-1997 for the following Project: Professional design services related to the renovation of an existing building formerly owned by TELLABS Operations, Inc., said renovation being designed to house the Round Rock Police Department at the following address: Round Rock Police Headquarters 601 Jeffrey Way Round Rock, Texas more specifically identified and described in the accompanying AIA Document B141-1997. �,^ ^ Thiisplemental Agreement No. 1 is made and entered into as of the -1 - day of Y ` , 2006, and is by and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or "Owner") and BRINKLEY SARGENT ARCHITECTS, with offices located at 5000 Quorum Drive., Suite 600, Dallas, Texas, 75254 (hereinafter referred to as "Architect"). WITNESSETH: WHEREAS, City intends to design and construct the. Round Rock Police Headquarters Project described in the accompanying AIA Document B141-1997. Architect's services are desired under this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for Architect's services under this Supplemental Agreement No. 1 are as recited therein. WHEREAS, City desires to contract with Architect for provision of the therein - described services in connection with design of the Round Rock Police Headquarters Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and WHEREAS, Architect has agreed to provide such professional services for the compensation delineated therein; 00095795/jkg £-olo-o 3 -09 - 96, NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and conditions contained in the accompanying AIA Document B141-1997 that this document supplements, and the terms, covenants, and conditions contained herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City, shall perform all professional services for the Round Rock Police Headquarters Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect for the following Scope of Work services: See Exhibit "B" attached hereto and incorporated herein by reference for all purposes, said exhibit indicating that Architect's total compensation hereunder shall not exceed $1,067,000.00 excluding any Reimbursable Expenses, plus Reimbursable Expenses up to a limit of $60,000.00, for a total not -to -exceed amount of $1,127,000.00. These amounts represent the absolute limit of City's liability to Architect hereunder unless same shall be changed by additional Supplemental Agreement hereto. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. Architect's Basic Services consist generally of the services described below and in AIA Document B141-1997 and any exhibits thereto, and include such other services as may be necessary to assist City in the design of the Round Rock Police Headquarters Project, within the limits City has budgeted or will budget therefor, and in compliance with the Project Facility Program which is hereby made a part of this Agreement. The Architect's design services shall include normal structural, mechanical and electrical engineering services. 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, delineating their respective tasks. All such consultants shall be subject to the approval of City through its Director of Public Works, and City reserves the right to reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and acceptable to City, represented by its Director of Public Works 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. 2.02 Schematic Design. (1) Architect shall prepare Schematic Design Documents to include adequate specifications for elements of the Round Rock Police Headquarters Project for consideration and approval by the Director. Five (5) copies each of said documents will be submitted for distribution. The documents shall establish the conceptual design of the Project, illustrating the scale and relationship of all components. The Schematic Design Documents shall include a conceptual site plan, if deemed appropriate by the Director, and preliminary building plans, sections and elevations. If requested by the Director, the Schematic Design Documents may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. The Schematic Design Phase and documents shall be completed within the agreed Performance Schedule. (2) Architect shall submit to City a Revised Statement of Probable Construction Cost in a form acceptable to the Director. Any variance in the estimated construction costs that may affect the established Project Budget shall be submitted to the Director with appropriate comments and recommendations prior to beginning the Construction Documents Phase. 2.0 Additional Services. Architect shall perform Additional Services, only as requested in writing by City, after a not -to -exceed amount has been mutually agreed upon in writing by the Director and Architect. Where City Council authorization is required, Architect shall not proceed until the appropriate Resolution for such Additional Services has been adopted. 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 the 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, unforeseen circumstances due to hidden or unknown conditions, or codes/ordinances or other legal requirements which may come into effect during the course of the Project. If changes are required to be made because of error, oversight, clarification, discrepancy, or budget overruns in the work of Architect, City shall not be liable to compensate Architect for Additional Services or expenses in such connection. (2) Providing other extraordinary professional services over and above the Contract Documents requirements, where required and requested by City, including extraordinary professional services which might result if the City decides to "fast track" the Project. ARTICLE III CITY'S RESPONSIBILITIES 3.01 Full information. City shall provide full information regarding Project requirements. 3 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 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 3.04 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. ARTICLE IV PAYMENTS TO THE ARCHITECT 4.01 Basic Services. Payments hereunder shall not to exceed the following: Basic Services $ 1,067,000.00 Reimbursables $ 60,000.00 Total $ 1,127,000.00 4.02 Deductions. No deductions shall be made from Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors. 4.03 Additions. No additions shall be made to Architect's compensation based upon Project construction claims, whether paid by City or denied. 4.04 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. 4.05 Invoices. Architect's invoices to City shall provide complete information and documentation to substantiate Architect's charges, and shall be in a form specified by the Director. All payments to Architect shall be made on the basis of the invoices submitted by Architect and approved by the Director. Such invoices shall conform to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by the Director, Architect shall comply promptly with such request. Should the Director determine it necessary, Architect shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. 4 4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Architect and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on payments which are late because of a good faith dispute between Architect and City or because of amounts which City has a right to withhold under this Agreement or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect, 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 V ARCHITECT'S ACCOUNTING RECORDS 5.01 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 VI TERMINATION AND DEFAULT 6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that the Director may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, upon thirty (30) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of City upon termination of this Agreement, and shall be promptly delivered to City in a reasonably organized form without restriction on future use. Should City subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which is unsatisfactory as determined by the 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 5 Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. ARTICLE VII GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS; CONTRACT ADMINISTRATION 7.01 Contract Administration. This Agreement shall be administered on behalf of City by its Director of Public Works, and Architect shall fully comply with any and all instructions from the Director. Any dispute arising hereunder shall be submitted to the Director, whose decision in the matter shall be final and binding. ARTICLE VIII RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 8.01 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 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, its employees, subcontractors, agents and consultants. 8.02 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 orseparate 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. 8.03 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. Architect shall pay any and all resulting costs, damages and 6 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 shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non -infringing; and if neither of the foregoing alternatives is available on terms which are reasonable in Architect's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written request of Architect, in which instance City has the sole option to either require Architect to perform new design work at Architect's sole expense, or to terminate this Agreement. (c) 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. (3) The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to products or materials which City has required that Architect include in any of the Designs, Plans and Specifications, or which are substituted by Contractor or any of his subcontractors during the Construction Phase of the Contract. 8.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. 8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect, Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 8.04 above, including the required provisions and additional policy conditions as shown below in Section 8.06. As 7 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. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non -renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. (3) The Term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (5) Architect and City mutually waive subrogation rights each may have against the other for loss or damage, to the extent same is covered by the proceeds of insurance. 8.07 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. Such Certificates of Insurance are evidenced as Exhibit "A" herein entitled "Certificates of Insurance." 8 ARTICLE IX COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC. 9.01 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. 9.02 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 X TERM 10.01 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 of execution 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. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: Twenty-four (24) months from effective date hereof, with twelve (12) months of such period being designated for design services and the remaining twelve (12) months of such period being designated for construction. Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of this Agreement by express written agreement of the parties. (2) Architect understands that the Project Performance Schedule is of critical importance, and Architect agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in a professional manner. 9 ARTICLE XI FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY 11.01 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. 11.02 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 XII GENERAL PROVISIONS 12.01 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 may constitute a material breach of this Agreement. Architect shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. 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. 12.02 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. 12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet or transfer any interest herein without City's prior written authorization 12.04 Amendments. This Agreement represents the entire agreement between the parties, and may only be amended or supplemented by mutual agreement of the parties in writing. 12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 10 12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 All notices and correspondence from City to Architect shall be mailed or delivered to the Architect as follows: Harold E. Sargent, AIA President Brinkley Sargent Architects 5000 Quorum, Suite 123 Dallas, Texas 75254 IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No. ie -D6-03 - J9- 9('s 1 approved by the City Council on m/11e.C/-1 9, 20 0cc , and Brinkley Sargent, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions of this Agreement. CITY OF ROUND ROCK ATTEST: By: e �n Christine R. Martinez, City Secretary FOR CIT , PPROVED ATO FORM: i' By: �. M(4 . �I Stephan i . Sheets, City Attorney 11 BRIN LEY SARGEN�I' ARCHITECTS By: Harold E. Sargent, IkIA, President 12 Site Acquisition Land Cost Closing Costs Due Diligence Studies Existing Site Sale Price Closing Costs EXHIBIT A Round Rock Police Facility Tellabs Building Project Budget 7/7/05 7/7/05 -0- Note B -0- Note B -0- -0- Note B -0- Note B Testing Services Subsurface Soils -0- Construction Materials / Inspection 10,000 Construction Building Existing Building Select Demolition Secure Courtyard Asbestos Abatement Parking / Site Development Water Loop On -Site Water Retention Emergency Generator Support Building Site Fence Landscape Construction Contingency FF&E Furniture Telephone I.T. Backbone / Cabling I.T. Video Surveillance/Network AN Equipment Police Lab Furnishings Exercise Equipment 6,928,000 Note L/N 1,363,000 Note L/M -0- Note P -0- Note H 200,000 Note Q -0- Note H 20,000 Note Q 120,000 579,000 Note 0 102,000 Note S 200,000 476,000 Note T 842,000 Note U 169,000 Note C 156,000 Note D 120,000 Note F 220,000 54,000 -0- Note E City Budgets Site Survey / Platting 10,000 C.M. Pre -Design Services 18,000 Off -Site Utility Development -0- Note H Utility Service Impact Fees -0- Note H Gas Services -0- Note H Moving Costs 20,000 Note R Communications Equipment / Relocation Costs 30,000 Note R Communication Tower/Radio Equipment Support 50,000 Round Rock Police Contract Exhibit A, Page 1 Professional Fees Spent to Date Fees Programming / Site Selection Old Settlers Redesign Fee Old Settlers Site Submittal Process Telllabs Study Fee A/E Fees To Date Reimbursables To Date 54,550 31,710 10,000 9,000 154,263 17,000 Note G Tellabs Building Fees New Review Original Program 15,000 Note G Site Submittal Process 10,000 Note G A/E Fees 799,000 Nove V ADA Consultant 6,000 Note G Cost Estimator 10,000 Note G Civil Engineer 8,000 Note G Landscape 8,000 Note G A/V Consultant 60,000 Note G Furniture Selection 88,000 Note G I.T. Cabling/Backbone 30,000 Note G I.T. Video Security/Antenna 20,000 Note G As -Built Drawings (EXISTING) 7,000 As -Built Drawings (POST CONSTRUCTION) 6,000 Note G Reimbursables 60,000 Note G Note A NOTES Budget Notes: A. All pricing assumes 8/06 construction bid date. Site acquisition not included to total. B. Final negotiations underway. Costs unknown at this time. C. 64,750 s.f. @ $2.60/s.f. D. 64,750 s.f. @ $2.40/s.f. E. Not included in this budget. F. 64,750 s.f. @ $1.86 s.f. G. All fees pertain to new project. Historical fees billed to date included under A/E fees to date. H. All site utilities assumed to be adequate. K. 4,800 s.f. @ 60/s.f. L. Brinkley Sargent Architects Tellabs building analysis dated 5/2/05. M. $16/s.f. (includes front elevation design enhancements) x 85,200 s.f. N. 64,750 s.f. @ $107/s.f. O. Balance of Tellabs building select demolition and enl- P. Not required as part of current design. Q. Minor repair/upgrades. R. Estimate not based upon knowledge of scope. S. $92.1.f including sliding gates. T. 5% of construction cost. U. 64,750 s.f. @ $13/s.f. V. 8% of construction costs. Round Rock Police Contract Exhibit A, Page 1 EXHIBIT B CITY OF ROUND ROCK POLICE FACILITY ARTICLE 1.5.1 SERVICES AND COMPENSATION 1.5.1 A/E BASIC AND SUPPLEMENTAL SERVICES INCLUDED IN THE CONTRACT SCOPE OF WORK. Service and Fee Summary A/E Basic Services Architectural MEP Engineering Structural Engineering Existing Program Review As -Built Drawing (Existing Building) As -Build Drawing (Post Construction) FF&E Selection Interior Design Site Submittal Process Reimbursable Cost Estimating Civil Engineering ADA Consulting Landscape Design Technology Consulting Audio/Visual Consulting Total Fees and Reimbursables $799,000 $15,000 $7,000 $6,000 $68,000 $20,000 $10,000 $60,000 $10,000 $8,000 $6,000 $8,000 $50,000 $60,000 $1,127,000 A. BASIC A/E SERVICES FEE $799,000 1. Reference Exhibit A - Total Construction Budget $9,988,000 Reference Exhibit A - A/E Fee 8% Fee Calculation — 9,988,000 x 8% = $799,000 Fees to be billed monthly by percent complete of each phase as follows: Schematic Design Phase (15%) Design Development (20%) Construction Document Phase (40%) Bidding Phase (5%) Construction Administration Phase (20%) Total (100%) 2. Construction is anticipated to take ten (10) months. Project progress meetings will occur every other week. Should construction continue Round Rock Police Facility Exhibit B, Page I beyond twelve (12) months through no fault of the design team, the Architect reserves the right to seek Additional Services from the City based upon per month basic fee of $12,000. Such Additional Services shall solely be approved by Owner's designated representative and by action of City Council. B. AS -BUILT DRAWINGS (EXISTING BUILDING) — FEE $7,000 A/E team site review of as -built drawings provided by others and their conformance to existing conditions. Fee includes cost of acquisition of as - built drawings from original architectural firm. C. AS -BUILT DRAWINGS (POST CONSTRUCITON) — FEE $6,000 A/E Team to provide final as -built drawings of project from information provided by contractor. Plans to be issued to Owner within thirty (30) days of receipt of information from contractor. D. FF&E SELECTION — FEE $68,000 Selection, specification and installation supervision of furniture and related equipment will be provided by Brinkley Sargent Architects as part of Basic Services. Reference Exhibit C for detailed description of services. E. INTERIOR DESIGN SERVICES — FEE $20,000 Interior finish selection, presentation, specifications, and shop drawing review services will be provided by Brinkley Sargent Architects as part of Basic Services. F. SITE SUBMITTAL PROCESS — FEE $10,000 Documentation as required to conform to City requirements and the coordination of the necessary consultants to meet City requirements for site submittal process. G. REIMBURSALBE EXPENSES — FEE $60,000 Reimbursement costs for the project are detailed in Exhibit F. Budget assumes all construction and furniture bidders will make a non-refundable payment to Brinkley Sargent Architects equal to the cost of printing bid documents. Construction Administration Phase trips assume project progress meetings will be held every other week. H. COST ESTIMATING SERVICES — FEE $10,000 Prepare Design Development cost estimate utilizing a professional cost estimator. I. CIVIL ENGINEERING — FEE $8,000 Provide Civil Engineering services limited to on-site utility upgrades. Existing parking lots and drives to remain. Round Rock Police Facility Exhibit B, Page 2 J. ADA CONSULTING SERVICES — FEE $6,000 Review of documents by state approved firm for conformance. Site visits for substantial completion and final state required inspection are included. All State of Texas required submittal fees are included in this contract. K. LANDSCAPE DESIGN SERVICES — FEE $8,000 Services shall include selection of plant material, flatwork design/details and design of irrigation system. Designer shall coordinate all work with appropriate city agencies. L. TECHNOLOGY CONSULTING — FEE $50,000 Services shall include design of communications backbone and I.T. infrastructure, video surveillance and card reader security systems. M. PROGRAM REVIEW — FEE $15,000 Services include review of existing building programs and update as required to meet current and future staffing. N. AUDIO/VISUAL/VIDEO CONSULTING — FEE $60,000 Design of infrastructure to support proposed systems and coordination of consultant work associated with this scope of work. Design, specifications, bid and review of shop drawings related to separate A/V Bid Package as well as final punch list report and systems conformance confirmation. O. SCOPE OF WORK ASSUMPTIONS 1. Building site is currently platted. Any additional platting requirements (if any) will be done as an additional service. 2. Site zoned for the intended use of this project. 3. Geotechnical reports will be provided by the City. 4. All due diligence in regards to the environmental aspects of the site and building have been investigated by the City and any related reports will be provided to the Architect previous to commencement of work. P. FEE ESTIMATES Items H, I, J, K, L and N include fee estimates based upon undefined scopes of work. Final negotiated contracts based upon scope definition will be forwarded to City for review and approval. Round Rock Police Facility Exhibit B, Page 3 EXHIBIT C CITY OF ROUND ROCK POLICE FACILITY FF&E SCOPE OF WORK SCOPE OF WORK — FURNITURE, FIXTURES, AND EQUIPMENT Design development: A. Site visit to current facility and documents of current furniture and large equipment to remain. B. Incorporate existing furniture and equipment requirements into new building documents. C. Meet with police and city staff to establish FF&E requirements. D. Coordinate FF&E requirements with architectural floor plans. E. Update Budget. Construction Administration Phase: A. Meet with city staff to establish furniture standards and procurement requirements. B. Present standards of quality finish and staffing hierarchy to city staff. C. Establish and review scope of FF&E based upon budgeting and interior design constraints. D. Present FF&E preliminary package to city staff. E. Present final FF&E package to city staff and finalize budget. F. Complete specifications and drawings for purpose of bidding package. G. Coordinate with city staff bidding package front end general conditions consistent with city purchasing standards. H. Coordinate all MEP and dimensional issues between bid package and building construction documents. I. Issue package to all bidders. J. Advise Owner and bidders on clarifications, substitutions, and issuance of addenda. K. Assist Owner in evaluation prices and make recommendation for contract awards. L. Advise Owner and vendor(s) on clarification items following furniture installation (2 days). M. Make two (2) on-site visits to review completed FF&E installation and develop and process furniture punch list. Round Rock Police Facility Exhibit C, Page 1 Exhibit D E&O Policy to Follow CERTIFICATE OF LIABILITY INSURANCE Date: 02/09/2006 PRODUCER COMPANIES AFFORDING COVERAGE McLaughlin Brunson Insurance Agency, LLP 9535 Forest Lane, Suite118 A Zurich American Insurance Company Dallas, Texas 75243 B INSURED C Brinkley Sargent Architects 5000 Quorum Dr., Suite 123 D Dallas, Texas 75254 THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF INSURANCE POLICY EFFECTIVE EXPIRATION LIMITS LTR NUMBER DATE DATE GENERAL LIABILITY AUTOMOBILE LIABILITY EXCESS LIABILITY GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL & ADV. INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person)$ COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ WORKERS' COMPENSATION EACH OCCURRENCE $ AGGREGATE $ AND EMPLOYERS' LIABILITY STATUTORY LIMITS $ EACH ACCIDENT $ DISEASE - POLICY LIMIT $ DISEASE - EACH EMPLOYEE $ PROFESSIONAL LIABILITY A E0C9309259-02 02/15/2005 02/15/2006 $1,000,000 per claim/annual aggregate DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS/EXCEPTIONS The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible. The City of Round Rock is named as additional insured with respect to all policies except `Workers' Compensation and Employers' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 Sargent - City of Round Rock.doc/specs master Revised 10/2002 SIG OF AUTH,QRIZED REPRESENTATIVE A T Name: Joe BryantTitle: ryantV— Title: Producer EXHIBIT "A" EXHIBIT E CITY OF ROUND ROCK POLICE FACILITY SPECIAL TERMS AND CONDITIONS OF THE CONTRACT SCOPE OF ARCHITECT'S BASIC SERVICES Change Orders A. Owner -requested Change Orders: The Architect's fees for all work associate with Owner -requested Change Orders shall be computed on an hourly basis per Exhibit F schedule. B. Unknown Site Conditions: If the Architect, having used reasonable care in evaluating existing Drawings and field conditions, finds that those existing conditions are not in accordance with the construction documents, therefore requiring additional work or cost by the contractor, the cost of the additional or changed work shall be paid by the Owner. The Architect's fee for work associated with such Change Orders shall be computed on an hourly basis per Exhibit F schedule. C. Omissions: If the Architect fails to include or omits an item from the Contract Documents, which was fully anticipated to be included in the Project, thereby necessitating the need for a Change Order, the Architect will not receive a fee for work associated with the Change Order. D. Design Error: If the Architect incorrectly designs or specifies an item which the owner specifically requested to be part of the scope of work and fails to correct the error prior to installation in the Project, thereby requiring its removal or change, the Architect shall be responsible for the cost to replace said item with the proper item. Standard Care of Contingency A. In performing Architectural Services, the Architect will strive to use that degree of care and skill ordinarily exercised under similar circumstances by competent members of the architecture profession. Notwithstanding compliance with this standard of care, the Owner can normally anticipate that some changes and adjustments in the project will be required either during or after construction. The Owner agrees to establish a construction contingency fund (reference Exhibit A) to cover the reasonably anticipated costs of these changes and adjustments as well as, changes due to code revisions and filed conditions. The Owner agrees to not seek any costs related to items 2.1.0 and 2.1.D omissions from Architect unless the aforementioned contingency funds are exhausted by non -Owner initiated changes. The Owner agrees to consider reasonable standard of care when evaluating adjustments to the project. Round Rock Police Facility Exhibit E, Page 1 ADA Compliance A. The Americans with Disabilities Act ("ADA") provides that it is a violation of the ADA to design and construct a facility for first occupancy later that January 26, 1993 that does not meet the accessibility and usability requirements of the ADA except where an entity can demonstrate that it is structurally impractical to do so. The parties acknowledge that the ADA and the corresponding State of Texas laws regarding disability barriers ("State Law") will be subject to various and possible contradictory interpretations. The Architect, therefore will use reasonable professional efforts to interpret and comply with all applicable ADA and State Law requirements and other federal, state, and local laws, rules, codes, ordinances and regulations as they apply to the Project. The Architect, due to such competing interpretations, does not warrant or guarantee that the Project will comply with interpretations of applicable provisions of the ADA and State Law. However, the Architect will timely submit the Plans and Specifications to the applicable State of Texas agency with respect to compliance with State Law in order for such State of Texas agency to review and comment to the Plans and Specifications prior to the scheduled commencement of construction. Architectural Registration A. The Texas Board of Architectural Examiners, 8213 Shoal Creek Boulevard, Suite 107, Austin, Texas 78758 (512-458-1363) has jurisdiction over individuals licensed where the Architect's Registration Law, Texas Civil Status, Article 249a. Round Rock Police Facility Exhibit E, Page 2 EXHIBIT F BILLING RATES 2006 TITLE RATE / HR Senior Principal 190.00 Principal 160.00 Project Manager/Associate 110.00 Construction Administrator 95.00 Senior Programmer 85.00 Staff Architect 85.00 Architectural Designer II 80.00 Architectural Designer I 75.00 Interior Designer 70.00 Draftsman 40.00 Clerical 50.00 Round Rock Police Facility Exhibit F, Page I EXHIBIT G CITY OF ROUND ROCK POLICE FACILITY REIMBURSABLE TRAVEL COSTS Trip Cost Calculations BSA Trip Charge (1 person / 1 Day) Airfare 300.00 Parking 16.00 Car 80.00 Per Diem 45.00 DFW Mileage 19.00 460.00 BSA Trip Charge (2 people / 2 Days) Airfare 600.00 Parking 32.00 Car 160.00 Per Diem 180.00 DFW Mileage 38.00 Hotel 350.00 1,360.00 BSA Trip Charge (3 people / 3 days) Airfare 900.00 Parking 48.00 Car 240.00 Per Diem 270.00 DFW Mileage 57.00 Hotel 525.00 2,040.00 I.T. Consultant Trip Charge (1 person / 1 day) Airfare 350.00 Parking 18.00 Car 98.00 Per Diem 45.00 DFW Mileage 19.00 Notes: I. Airfare based upon 14 day advance purchase. 2. Hotel based upon full service property. 3. Car rentals based upon full size vehicle. Round Rock Police Facility 530.00 Exhibit G, Page I