R-04-05-13-13I3 - 5/13/2004 RESOLUTION NO. R-04-05-13-13I3
WHEREAS, the City of Round Rock desires to retain professional
services for the programming and design development of
telecommunications plans for the Senior Activity Center, and
WHEREAS, JanCom Technologies, Inc . has submitted an Agreement for
Telecommunications Cabling and Infrastructure Design Services 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 JanCom Technologies, 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 an Agreement for Telecommunications Cabling and
Infrastructure Design Services and Supplemental Agreement No. 1 with
JanCom Technologies, Inc. for professional services for the programming and
design. development of telecommunications plans for the Senior Activity
Center, 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\-:ODfIA,'WORLDOX/O:/WDOX/RESOLUTI/R40513I3.WPD/sc
RESOLVED this 13th day of May, 2004 .
N Layor
i of Roun'd' Rock, Texas
AT T:
CHRISTINE R. MARTINEZ, City Secret y
2
Agreement for Telecommunications Cabling
and Infrastructure Design 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 ( _)day of the month of in the year Two Thousand Four.
(In words,indicate day,month and year.)
BETWEEN the Planner/Designer's client identified as the Owner:
(Name,address and other information)
City of Round Rock
221 East Main Street
Round Rock,Williamson County Texas 78664
and the Planner/Designer:
(Name,address and other information.)
JanCom Technologies,Inc.
720 Brazos Street,Suite I I 1
Austin,Travis County Texas 78701
For the following Project:
(Include detailed description of Project.)
Complete professional planning and design services required to fulfill the telecommunications needs of the Senior Activity Center and Parking
Garage.
The Owner and Planner/Designer agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the following items by inserting the requested information or a statement such as"not applicable, ""unknown at time of execution"or
"to be determined later by mutual agreement.')
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe,if appropriate,proposed use or goals.)
E::1
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Obiectives include,but are not limited to obtaining planning and design to fulfill the telecommunications needs of the facility known as the
Senior Activity Center and Parking Garage being a part of the Telecommunications Cabling and Infrastructure Design Services required for said
Senior Activity Center and Parking Garage and to prepare Phase I Programming and Phase 2 Design Development
for the communication and cabling on such Senior Activity Center and Parking Garage including construction documents bidding and
negotiation phase,construction administration and related services
1.1.2.2 The physical parameters are:
(Identify or describe,if appropriate,size,location,dimensions,or other pertinent information,such as geotechnical reports about the site.)
The Senior Activity Center and Parking Garage is proposed to be a new construction single story building located above a new construction
two-level parking garage, and will house various administrative offices meeting rooms multipurpose rooms and other spaces associated with
the Senior Activity Center.
1.1.2.3 The Owner's Program is:
(Identify documentation or state the manner in which the program will be developed.)
The project is currently at the construction document phase of the design sequence
1.1.2.4 The legal parameters are:
(Identify pertinent legal information,including,if appropriate,land surveys and legal descriptions and restrictions of the site.)
1.1.2.5 The financial parameters are as follows:
Compensation to Planner/Designer shall be a lump sum fee of Five Thousand Seven Hundred Dollars and No/100($5,700.00)attributable as
follows:
Phase I -Programming $1,330.00
Phase 2 -Design Development $4,370.00
(includes Construction Documents
and Construction Administration)
Total Fee $5,700.00
Reimbursable expenses,such as mileage and reproduction costs,are projected not to exceed$100.00,and shall be paid by Owner
up to such amount only at actual costs incurred and documented.
1.1.2.6 The time parameters are:
(Identify,if appropriate,milestone dates,durations or fast track scheduling)
Eighteen(18)months from date of Notice to Proceed
Time parameters are to conform to ail other contractual documents relating to the Senior Activity Center and Parking Garage and adjustments
to time parameters may be determined at a later date by mutual agreement of the parties hereto
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identify method such as competitive bid,negotiated contract,or construction management.)
Professional services herein are engaged by negotiated contract
1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project such as energy,environmental or historic preservation requirements)
Unknown at this time.
1.1.3 PROJECT TEAM
1.1.3.1 The Owner's Designated Representatives are:
(List name,address and other information.)
Larry Madsen
Liaison Construction Manager City of Round Rock
2008 Enterprise Drive
Round Rock,Texas 78664
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1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review Planner/Designer's
submittals to the Owner are:
(List name,address and other information.)
James R.Nuse,PE
City Manager
221 East Main Street
Round Rock,Texas 78664
1.1.3.3 The Owner's other consultants and contractors are:
(List discipline and,if known,identify them by name and address.)
Various as reflected in other contractual documents relating to the Senior Activity Center and Parking Garage.
1.1.3.4 The Planner/Designer's Designated Representative is:
(List name,address and other information)
John Jankowski,RCDD,President
JanCom Technologies Inc.
720 Brazos,Suite 11 I
Austin,Texas 78701
1.1.3.5 The consultants retained at the Planner/Designer's expense are:
(List discipline and,if known,identify them by name and address)
Upon execution of this contract Planner/Designer agrees that it will submit to City within ten(10)days a list of all additional consultants it
intends to utilize,not Previously identified in Planner/Designer's Proposal Letter,delineating their respective tasks All such consultants shall
be subject to the approval of City,and City reserves the right to reject any consultant
1.1.4 Other important initial information is:
1.1.5 When the services under this Agreement include contract administration services,the General Conditions of the Contract for Construction
shall be the edition of AIA Document A201 as modified between Owner and Contractor. Planner/Designer's responsibility to provide services
for the construction phase under this Agreement commences with the award of the contract for construction and terminates at the issuance to
Owner of the final certificate for payment. Duties responsibilities and limitations of authority of Planner/Designer shall not be restricted
modified or extended without written agreement of Owner and Planner/Designer with consent of Contractor, which consent shall not be
unreasonably withheld. Planner/Designer consents to the modifications of AIA Document A201 General Conditions of the Contract for
Construction,between Owner and Contractor.
1.1.6 The information contained in this Article LI may be reasonably relied upon by the Owner and Planner/Designer in determining the
Planner/Designer 's compensation. It is expressly understood and agreed by and between the parties hereto that any alteration in schedule
compensation and Change in Services shall be effected only by Supplemental Agreement hereto Any such Supplemental Agreement to this
contract must be duly authorized by City Council resolution
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Planner/Designer 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 Planner/Designer,within 15 days after receipt of a written request,information
necessary and relevant for the Planner/Designer 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
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1.2.2.3 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the
Project.The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the
Planner/Designer in order to avoid unreasonable delay in the orderly and sequential progress of the Planner/Designer's services.
1.2.2.4 The Owner may furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Planner/Designer to
furnish them as a Change in Services when such services are requested by the Planner/Designer and are reasonably required by the scope of the
Project and are approved by Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing the Owner shall furnish or pay for tests, inspections and
reports required by law or the Contract Documents,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests
for hazardous materials.
1.2.2.6 The Owner shall furnish all legal,insurance and accounting services,including auditing services,that may be reasonably necessary at
any time for the Project to meet the Owner's needs and interests.
1.2.2.7 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 Planner/Designer's Instruments of Service.
1.2.3 PLANNER/DESIGNER
1.2.3.1 The services performed by the Planner/Designer,its employees and 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 Planner/Designer's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly
progress of the Project. The Planner/Designer shall submit for the Owner's approval a schedule for the performance of services which initially
shall be consistent with the time periods established in all contractual documents and which may be adjusted, if necessary and approved by
Owner,as the Project proceeds.This schedule shall include allowances for periods of time required for the Owner's review,for the performance
of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this
schedule approved by the Owner shall not,except for reasonable cause,be exceeded by the Planner/Designer or Owner.
1.2.3.3 The Planner/Designer's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Planner/Designer's
behalf with respect to the Project.
1.2.3.4 The Planner/Designer 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 Planner/Designer from
establishing a claim or defense in an adjudicatory proceeding. The Planner/Designer shall require of its 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 Planner/Designer shall not engage in any activity, or accept any employment,
interest or contribution that would reasonably appear to compromise the Planner/Designer's professional judgment with respect to this Project.
1.2.3.6 The Planner/Designer shall review laws,codes, and regulations applicable to its services. The Planner/Designer shall respond in the
design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.2.3.7 The Planner/Designer 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 Planner/Designer.
1.3.1.2 The Cost of the Work shall be as delineated herein in Paragraph 1.1.2.5.
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1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings,specifications and other documents,including those in electronic form,prepared by the Planner/Designer and its consultants
are Instruments of Service for use solely with respect to this Project. All Planner/Designer's designs and work product under this Agreement
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 Planner/Designer 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 Planner/Designer.
1.3.2.2 Upon execution of this Agreement, the Planner/Designer grants to the Owner permission to reproduce the Planner/Designer's
Instruments of Service for purposes of constructing,using and maintaining the Project,provided that the Owner shall comply with all obligations,
including prompt payment of all sums when due, under this Agreement. The Planner/Designer shall obtain similar permission from its
consultants consistent with this Agreement. If and upon the date the Planner/Designer 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 the purposes of completing,using and maintaining the Project.
1.3.2.3 The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any permission granted herein to another party without
the prior written agreement of the Planner/Designer. 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 Planner/Designer and its consultants.
1.3.2.4 Prior to the Planner/Designer providing to the Owner any Instruments of Service in electronic form or the Owner providing to the
Planner/Designer any electronic data for incorporation into the Instruments of Service, the Owner and the Planner/Designer 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 not otherwise provided in this Agreement.
1.3.2.5 Upon completion of the construction of the Project Planner/Designer shall within thirty(30)calendar days following final inspection
deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein In addition
Planner/Designer shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as built conditions Compensation
therefor will be at standard hourly rates or re-negotiated as a fixed amount at that time
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of the Planner/Designer,including services required of its consultants,may be accomplished after execution of this
Agreement,without invalidating the Agreement,if mutually agreed in writing. It is expressly understood and agreed by and between the parties
hereto that any alteration in schedule,compensation and Change in Services shall be effected only by Supplemental Agreement hereto Any such
Supplemental Agreement to this contract must be duly authorized by City Council resolution
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 Planner/Designer's services, the Planner/Designer may proceed in accordance with
applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation.
1.3.4.2 The Owner and Planner/Designer shall endeavor to resolve claims,disputes and other matters in question between them by mediation.
Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall proceed in advance of legal or
equitable proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period
by agreement of the parties or court order.
1.3.4.3 The parties shall share the mediators 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.
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1.3.5 ARBITRATION
1.3.5.1 Owner and Planner/Designer hereby expressly agree that no claims or disputes between Owner and Planner/Designer 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, Planner/Designer consents to be joined in the arbitration proceeding if
Planner/Designer's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 The Planner/Designer and the Owner waive consequential damages for claims,disputes or other matters in question arising out of or
relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in
accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the laws of the state of Texas and venue shall lie in Williamson County,Texas
1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the
Contract for Construction,as modified between Owner and Contractor.
1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the
applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring
prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial
Completion. In no event shall such statutes of limitations commence to run any later than the date when the Planner/Designer's services are
substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Planner/Designer 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 Planner/Designer,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 Planner/Designer.
13.7.6 Unless otherwise provided in this Agreement,the Planner/Designer and its 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 If the Owner requests the Planner/Designer to execute certificates,the proposed language of such certificates shall be submitted to the
Planner/Designer for review at least 14 days prior to the requested dates of execution. The Planner/Designer shall not be required to execute
certificates that would require knowledge,services or responsibilities beyond the scope of this Agreement.
13.7.8 The Owner and Planner/Designer, 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 Planner/Designer 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 Planner/Designer 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 Planner/Designer 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 Planner/Designer
elects to suspend services,prior to suspension of services,the Planner/Designer shall give fifteen LL51 days'written notice to the Owner. In the
event of a suspension of services,the Planner/Designer shall have no liability to the Owner for delay or damage caused the Owner because of
such suspension of services. Before resuming services,the Planner/Designer shall be paid all non-disputed sums due prior to suspension. The
Planner/Designer's fees for the remaining services and the time schedules shall be equitably adjusted.
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1.3.8.2 In connection with the work outlined in this Agreement,it is agreed and fully understood by Planner/Designer that Owner may cancel
or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon fifteen(15)
days written notice to Planner/Designer, with the understanding that immediately upon receipt of said notice all work and labor being
performed under this Agreement shall cease. Planner/Designer 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 Planner/designer for continuation of services on the Project
Planner/Designer 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 Owners representative or which is not submitted in compliance with the terms of this Agreement Owner shall not be required to
make any payments to Planner/Designer when Planner/Designer is in default under this contract nor shall this section constitute a waiver of any
tight, at law or at equity, which Owner may have if Planner/Designer 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 PLANNER/DESIGNER
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the
Planner/Designer's statement of services. No deductions shall be made from the Planner/Designer'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 Planner/Designer has been adjudged to be liable.
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
Planner/Designer 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 Planner/Designer.
1.4.1.1Other documents as follows:
(List other documents,if any,forming part of the Agreement.)
"Supplemental Agreement No 1"supplementing this Agreement
1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For the Planner/Designer's services as described herein,compensation shall be computed as follows:
In accordance with the Fee Schedule as indicated herein and on Exhibit"A"attached hereto and incorporated herein for all purposes.
1.5.2 If the services of the Planner/Designer are changed as described in Subparagraph 1.3.3.1, the compensation may be adjusted. Such
adjustment shall be calculated in an equitable manner.
(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 Payments are due and payable thirty 30 days from the date of the Planner/Designer's invoice,or not later than the time period required
under the Texas Prompt Payment Act whichever is later. Non disputed amounts unpaid six 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
Planner/Designer.
(Insert rate of interest agreed upon.)
One and one-half percent(1 %:%)per month
(Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and
Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be
obtained with respect to deletions or modifications,and also regarding requirements such as written disclosures or waivers.)
This Agreement entered into as of the day and year first written above.
OWNER PJLANN / SI N
CITY OF ROUND ROCK,TEXAS JTE OGIES,INC.
t
By. B •
Nyle Maxwell,Mayor nkowski, CDD,President
ATTEST:
By:
Christine R.Martinez,City Secretary
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04/15/210.04 08:07 FAX 5122,185563 CORR PUBLIC WORKS [a 002
64/1312904 16:28 15123225123 JANCOM TECHNOLOGIESPAGE 02
I
,,,rll 13, 2004 12)Mr, tarry Madsen
Liaison Construction Manager
Clty of Round Rock
2008 Enterprise
Round Rock,Texas 78664 lancomTed,nolagies,l r.
I
Subject: Proposal to Provide Telecommunications Cabling and Infrastructure
i Design services for new Seniors Activity Center and Parking Garage
I
Dear Mr. Madsen;
LlanCom Technologies, Inc. is pleased to present you with this proposal for the
t'elecommunications Cabling and Infrastructure Design Services required for the new Senior's
IAoNty Center for the City of Round Rock, The following is our understanding of the
,telecommunications cabling requirements for the new building, recommendations, and the
iestimated fees to perform the described work.
We understand the project shall consist of the design of a new single story building Ideated
above a new, 2 level parking garage.. The building will house various administrative offioes,
meeting rooms, multipurpose moms, and other spaces associated with the activities center. The
I building is already at the construction document phase of the design sequence, This proposal
includes Construction Documents and Consti uction Administration. i
JanCorn Technologies, Inc. is uniquely qualified to provide the required planning and design to
fulfill the telecommunications needs of the facility, and to provide a thorough, well coordinated
set of Construction documents, even at this late stage of the design process.
The following is JanCom's recommend Scope of Work:
Programming
❑ JanCom will review a fisting programming documentation and the A/MEP construction
documents and provide a narrative description of understanding of the telecommunications
objectives for your review.
a JanCom will conduct two meetings with the appropriate Round Robe Cly personnel to
discuss the overall strategy for the complex and to verify the specific telecommunications
requirements for the Activities Center.
Design Development
o JanCom will prepare Telecommunications floor plans based on eAsting MEP drawings
showing telecommunications outlets, spaces and major pathways. JanCom will coordinate
any revisions to the telecom autlet layout with Johnson Consulting Engineers, Inc. (JCE)
and Spencer Godfrey Architects. Jancom will make recommendations to JCE and Spencer
Godfrey concerning location and sizes of telecommunications spaces, and pathways.
q JanCom will create enlarged telecommunication space layouts, equipment elevations,
details and riser diagrams that describe the telecommunications cabling system topology
and connectivity requirements. EXHIBIT
Tel:51),_322.5 122 r Fax-9112.322-S[23 • v Strad, 'SukA I I l,Austin,TX 76701
a
"All ll
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04/13/2604 16:20 15123225123 JANCOM TECHNOLOGIES PAGE 03
Project or Topic Page 2 of 2
Date
❑ JahCom will review the required power, cooling, and grounding requirements for
telecommunications spaces and provide feedback to the design team.
❑ JanCom will prepare specification Section 16740—Telecommunications Cabling System, in
a modified CSI Format (JanCom Includes a fourth section for testing and acceptance, not
typically a part of the traditional CSI format.).
o JanCom will review the bids for the telecommunications installation and recommend a
cabling contractor to the City. JanCom will also review product submittals from the winning
contractor and develop a Product Submittal Report.
❑ JanCom will provide an Engineers Opinion of Probable Cost for the telecommunications
cabling Installation.
n JanColn will attend one review meeting with the Architect and Owner to review and
coordinate the telecommunications design,
❑ JanCom will conduct two (at appro)dmately 50% and 100% of completion) site vlshs to
review the progress of the telecommunications installation and prepare a report describing
our observations_
Professional Services Fees
Phase 1 —Programming $1,330.00
Phase 2—Design Development 54.370.00
Total Proposed Fee $5,700.00
JanCom's fees are proposed as a lump sum, not to be exceeded except In the case of agreed
upon additional services_ Additional tasks, attendance at additional meetings, or unforeseen
Increases in effort that are required by the project and are not described above will be
considered additional services, not included In this proposal. Examples of unforeseen increases
in effort are: accelerated schedules, changes initiated by parties other than JanCom
Technologies, Inc.that occur after work has been documented and reviewed by the Architect ar
Owner, or increased effort due to technical recommendations provided by JanCom that are not
accepted by the Owner. JanCom will make every reasonable effort to avoid and notify the City
of Round Rock of these situations and will not proceed on any additional services without the
city's approval.
JanOom's reimbursable expenses (vehicle milegge, reproduction costs, etc.) are estimated at
$100.00 and only oosts incurred will be invoiced.
Thank you for the opportunity to provide this proposal for telecommunications planning and
design services. I will look forward to your posltive response, and I am excited about being a
part of the City of Round Rock's growth and to establish a long tern working relationship with
you. Please do not hesitate to call if there are any questions or concerns about the project or
any aspect of this proposal.
t Rer s, Accepted,
hn Jan ko ki, RCDD
President
Tel:512.322.5122 - Fax:512.323.5123 - www.)ancom.com 720 Brax9s.Swire 1 1 i,Austin,TX 113701
44/13/2004 TUE 15:11 [TX/RX N4 86943 0003
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
This document is entitled Supplemental Agreement No. 1, and it supplements"Agreement
for Telecommunications Cabling and Infrastructure Design Services"for the following Project:
Complete professional planning and design services required to fulfill the
telecommunications needs of the Senior Activity Center and Parking Garage.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements, that being the day of 52004,and likewise
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 JANCOM TECHNOLOGIES,INC.,with offices located at 720 Brazos Street, Suite
111, Austin, Travis County, Texas, 78701 (hereinafter referred to as "Planner/Designer").
WITNESSETH :
WHEREAS,City intends to design and construct the described municipal structure known
as the Senior Activity Center and Parking Garage (hereinafter called the "Project").
Planner/Designer's services are desired for purposes including but not limited to the following:
obtaining planning and design to fulfill the telecommunications needs of the Senior Activity Center
and Parking Garage,and preparing the programming and design development documentation for the
communication and cabling on such Senior Activity Center and Parking Garage, including
construction documents, bidding and negotiation phase, construction administration, and related
services. Total compensation for Planner/Designer's services under this Agreement shall not exceed
the following:
Compensation to Planner/Designer shall be a lump sum fee of Five Thousand Seven
Hundred Dollars and No/100($5,700.00) attributable as follows:
Phase 1 -Programming $1,330.00
Phase 2 - Design Development $4,370.00
(includes Construction Documents
and Construction Administration)
Total Fee $5,700.00
C;PFDmktop\::ODMA/WORLDOX/O:/wdon/CORR/gnl/ smio/00066819.WPD/jkg _
WHEREAS, City desires to contract with Planner/Designer for complete planning and
design services,being apart of the Telecommunications Cabling and Infrastructure Design Services,
for planning and design to fulfill the telecommunications needs of the facility,for preparation of the
programming and design development documentation for the communication and cabling on the
facility, including construction documents, bidding and negotiation phase, construction
administration,and related services,all as previously and hereinafter stipulated and within the limits
the City has budgeted or will budget therefor; and
WHEREAS,as is stipulated in the Agreement this document supplements,Planner/Designer
has agreed to provide such professional services for the compensation delineated previously and
herein;
NOW,THEREFORE,City and Planner/Designer,in consideration of the terms,covenants,
and conditions contained in the Agreement this document supplements and herein, do hereby
contract as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Planner/Designer, as an independent contractor and professional consultant in its
relationship with the City, shall perform all professional services for the Project as set forth herein.
1.02 Compensation. City shall compensate Planner/Designer in accordance with the terms and
conditions of this Contract as follows:
Compensation to Planner/Designer shall be a lump sum fee of Five Thousand Seven
Hundred Dollars and No/100($5,700.00) attributable as follows:
Phase 1 - Programming $1,330.00
Phase 2 - Design Development $4,370.00
(includes Construction Documents
and Construction Administration)
Total Fee $5,700.00
For approved Reimbursable Expenses,as defined in Article IV hereof,the actual documented
expenditures made shall be reimbursed at actual cost up to the projected total of$100.00.
Unless subsequently changed by additional Supplemental Agreement to this Contract,duly
authorized by City Council Resolution, Planner/Designer's total compensation hereunder shall not
exceed $5,700.00, plus compensation hereunder for approved Reimbursable Expenses. These
amounts represent the absolute limit of City's liability to Planner/Designer under this Contract,
unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article V hereof
ARTICLE II
PLANNER/DESIGNER'S SERVICES
2.01 Basic Services. The Planner/Designer's Basic Services consist generally of the phases
described below, and include complete planning and design services as delineated herein and in all
related contractual documents relating to the Senior Activity Center and Parking Garage, and such
other services as may be necessary to assist the City in the design and construction of the Project,
within the limits the City has budgeted or will budget therefor. Planner/Designer agrees that upon
execution of this Contract, it will submit to City within ten (10) days a list of all additional
consultants it intends to utilize, not previously identified in Planner/Designer's Proposal Letter,
delineating their respective tasks. All of Planner/Designer's consultants shall be subject to the
approval of the City through its City Manager, and City reserves the right to reject any consultant.
Planner/Designer shall perform all work hereunder in a manner satisfactory and acceptable to the
City, represented by its City Manager or his designee, hereinafter referred to as "Director." A
Performance Schedule shall be agreed to by Planner/Designer and Director, and Planner/Designer
agrees to use its best efforts to complete all services hereunder in accordance with such Performance
Schedule. All services shall be performed to the highest professional standard.
2.02 Programming
(1) Planner/Designer shall review existing programming documentation and any
architectural or MEP construction documents, and shall provide a narrative
description of understanding of the telecommunications objectives.
(2) Planner/Designer shall conduct two (2) meetings with the Owner and other
appropriate attendees to present and discuss the overall strategy for the project and
to verify the specific telecommunications requirements for the project.
2.03 Design Development
(1) Planner/Designer shall prepare telecommunications floor plans based on existing
MEP drawings showing telecommunications outlets, spaces, and major pathways.
Planner/Designer shall coordinate any revisions to the telecommunications outlet
layout with Johnson Consulting Engineers, Inc. (JCE) and Spencer Godfrey
Architects. Planner/Designer shall make recommendations to JCE and Spencer
Godfrey concerning locations and sizes of telecommunications spaces and pathways.
(2) Planner/Designer shall create enlarged telecommunications space layouts,equipment
elevations, details and riser diagrams that describe the telecommunications cabling
system topology and connectivity requirements.
(3) Planner/Designer shall review the required power, cooling, and grounding
requirements for telecommunications spaces and provide feedback to the design
team.
(4) Planner/Designer shall prepare specification Section 16740 - Telecommunications
Cabling System, in a modified CSI format (Planner/Designer includes a fourth
section for testing and acceptance,not typically a part of the traditional CSI format).
(5) Planner/Designer shall review the bids for the telecommunications installation and
recommend a cabling contractor to the Owner. Planner/Designer shall also review
product submittals from the winning contractor and develop a Product Submittal
Report.
(6) Planner/Designer shall provide an Engineer's Opinion of Probable Cost for the
telecommunications cabling installation.
(7) Planner/Designer shall attend one (1) review meeting with the Architect and the
Owner to review and coordinate the telecommunications design.
(8) Planner/Designer shall conduct two(2) site visits(at approximately 50%and 100%
completion) to review the progress of the telecommunications installation and
prepare a report describing such observations.
2.06 Additional Services. Planner/Designer shall perform Additional Services only as requested
by City,and only after a not-to-exceed amount has been mutually agreed upon in writing by Director
and Planner/Designer. Where City Council authorization is required, Planner/Designer shall not
proceed until the appropriate Resolution for such Additional Services has been adopted. The
following services are not covered under Article 11, which defines and outlines Planner/Designer's
Basic Services. If any of these Additional Services are authorized in writing by Director in advance
of their performance, they shall be paid for in the manner agreed to at the time of authorization.
(1) Additional substantive tasks;
(2) Required attendance at additional meetings;
(3) Unanticipated increases in effort including accelerated schedules,substantial changes
initiated by parties other than Planner/Designer occurring after work has been
documented/reviewed by Owner or Architect, and increased effort due to technical
recommendations provided by Planner/Designer but not accepted by Owner.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information.City shall provide full information regarding requirements for the Proj ect.
3.02 Designate representatives.City shall designate,when necessary,representatives authorized
to act in its behalf. City shall examine documents submitted by Planner/Designer and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Planner/Designer's work.
3.03 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
ARTICLE IV
REIMBURSABLE EXPENSES
4.01 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Planner/Designer, its employees, or
its consultants in the interest of the Project for the incidental expenses set forth below. Such
expenses must be authorized in advance.
4.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the
following shall be reimbursable: reasonable transportation and living expenses of principals and
employees when traveling in connection with the Project outside of Williamson County, Texas,
essential long distance calls and telegrams, fees paid for the securing of approval of authorities
having jurisdiction over the Project,postage, and reproduction of documents, excluding copies for
Planner/Designer's office use and the required copies necessary at each phase of the work for City's
review.
4.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work,
not due to Planner/Designer delays, requiring higher than regular rates shall be reimbursable.
ARTICLE V
PAYMENTS TO THE PLANNER/DESIGNER
5.01 Basic Services.Payments on account of Planner/Designer's Basic Services shall be made in
proportion to the degree of completion of each phase, but not to exceed the following percentages
of the respective fees at the completion and approval of each phase of the work:
Compensation to Planner/Designer shall be a lump sum fee of Five Thousand Seven
Hundred Dollars and No/100 ($5,700.00) attributable as follows:
Phase 1 - Programming $1,330.00
Phase 2 - Design Development $4,370.00
(includes Construction Documents
and Construction Administration)
Total Fee $5,700.00
5.02 Reimbursable Expenses and Additional Services.Payments for authorized Reimbursable
Expenses and Additional Services,as hereinbefore referred to,shall be made following presentation,
review and approval of Planner/Designer's detailed invoice.
5.03 Abandonment. If any work designed or specified by Planner/Designer during any phase
is abandoned or suspended, in whole or in part, Planner/Designer 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.
5.04 Invoices. Planner/Designer's invoices to City shall provide complete information and
documentation to substantiate charges, and shall be in a form to be specified by Director. All
payments to Planner/Designer shall be made on the basis of the invoices submitted by
Planner/Designer and approved by Director. Such invoices shall conform to the schedule of services
and costs in connection therewith set out hereinabove. All Reimbursable Expenses shall be clearly
shown. Should additional backup material be requested by Director,Planner/Designer shall comply
promptly with such request.In this regard,should Director determine it necessary,Planner/Designer
shall make all records and books relating to this Contract available to City for inspection and
auditing purposes.
5.05 Payment of Invoices. City reserves the right to correct any error that may be discovered in
any invoice that may have been paid to Planner/Designer and to adjust the same to meet the
requirements of the Contract. Following approval of invoices, City will endeavor to pay
Planner/Designer promptly, but not later than the time period required under the Texas Prompt
Payment Act;however,underno circumstances shall Planner/Designer be entitled to receive interest
on payments which are late because of a good faith dispute between Planner/Designer and City or
because of amounts which City has a right to withhold under this Contract or state law.
5.06 Offsets. City may, at its option, offset any amounts due and payable under this Contract
against any debt(including taxes)lawfully due to City from Planner/Designer,regardless of whether
the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether
or not the debt due to City has been reduced to judgment by a court.
ARTICLE VI
PLANNER/DESIGNER'S ACCOUNTING RECORDS
6.01 Accounting Records.Records of Planner/Designer's Consultant and Reimbursable Expenses
pertaining to the Project, and records of accounts between City and Planner/Designer shall be kept
on a generally recognized accounting basis and shall be available to City or its authorized
representatives at mutually convenient times.
ARTICLE VII
TERMINATION AND DEFAULT
7.01 Termination. In connection with the work outlined in this Contract, it is agreed and fully
understood by Planner/Designer that Director may cancel or indefinitely suspend further work
hereunder or terminate this Contract either for cause or for the convenience of City,upon fifteen(15)
days written notice to Planner/Designer, with the understanding that immediately upon receipt of
said notice all work and labor being performed under this Contract shall cease. Planner/Designer
shall invoice City for all work satisfactorily completed and shall be compensated in accordance with
the terms of this Contract 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 Contract, and shall be promptly delivered to City in a reasonably organized form without
restriction on future use. Should City subsequently contract with a new planner/designer for
continuation of services on the Project,Planner/Designer shall cooperate in providing information.
7.02 Default. Nothing contained in Section 7.01 above shall require City to pay for any work
which is unsatisfactory as determined by Director or which is not submitted in compliance with the
terms of this Contract. City shall not be required to make any payments to Planner/Designer when
Planner/Designer is in default under this Contract, nor shall this Article constitute a waiver of any
right,at law and at equity,which City may have if Planner/Designer is in default,including the right
to bring legal action for damages or to force specific performance of this Contract.
ARTICLE VIII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS•
CONTRACT ADMINISTRATION
8.01 General, Supplementary and Special Conditions. City of Round Rock- Supplementary
General Conditions to AIA Document A201,"General Conditions of the Contract for Construction",
are to be used without modification; however, City may, upon prior consultation, approve of any
changes that may be necessary for specific cases or instances. Any special conditions pertaining to
the Project that are approved by City will be included under the Special Conditions portion of the
Construction Documents.
8.02 Contract Administration.This Contract shall be administered on behalf of City by its City
Manager,and Planner/Designer shall fully comply with any and all instructions from Director.Any
dispute arising hereunder shall be submitted to Director,whose decision in the matter shall be final
and binding.
ARTICLE IX
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
9.01 Planner/Designer's Responsibility for Work. Approval by City shall not constitute nor
be deemed a release of the responsibility and liability of Planner/Designer, its employees,
subcontractors, agents and consultants for the accuracy and competency of their 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 documents prepared by Planner/Designer, its employees,
subcontractors, agents and consultants.
9.02 Indemnification(Damage Claims).Planner/Designer 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 Planner/Designer's breach of any of the terms or provisions of this Contract,or by any
negligent act or omission of Planner/Designer, its officers, agents, associates, employees or
subconsultants, in the performance of this Contract; 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 ofboth
Planner/Designer 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.
9.03 Insurance. Planner/Designer, at its sole cost, shall purchase and maintain during the term
of this Contract the minimum insurance coverage in the amount of One Million Dollars from a
company authorized to do insurance business in Texas and otherwise acceptable to City.
9.04 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Planner/Designer, Planner/Designer shall require each subconsultant performing work under this
Contract to maintain during the term of the Contract, at the subconsultant's own expense,the same
stipulated minimum insurance required in Section 9.03 above,including the required provisions and
additional policy conditions as shown below in Section 9.05,unless specifically waived by the City
Manager. As an alternative,Planner/Designer may include its subconsultants as additional insureds
on its own coverages as prescribed under these requirements. Planner/Designer's certificate of
insurance shall note in such event that the subconsultants are included as additional insureds and that
the Planner/Designer agrees to provide Workers'Compensation coverage for the subconsultants and
their employees.
Planner/Designer shall obtain and monitor the certificates of insurance from each
subconsultant in order to assure compliance with the insurance requirements.Planner/Designer must
retain the certificates of insurance for the duration of this Contract,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.
9.05 Insurance Policy Endorsements.Each insurance policy under paragraph 9.03 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:
James R. Nuse, PE
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Planner/Designer 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 Planner/Designer.
(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) Planner/Designer and City mutually waive subrogation rights each may have against
the other for loss or damage, to the extent covered by the proceeds of insurance.
9.06 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Planner/Designer shall be borne solely by Planner/Designer, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City.
ARTICLE X
COMPLIANCE WITH LAWS CHARTER AND ORDINANCES ETC.
10.01 Compliance with Laws. Planner/Designer, its consultants, agents, employees and
subcontractors shall comply with all applicable Federal and State Laws,the Charter and Ordinances
of the City,as amended,and with all applicable rules and regulations promulgated by all local,State
and National boards, bureaus and agencies. Planner/Designer shall further obtain all permits and
licenses required in the performance of the professional services contracted for herein.
10.02 Taxes. Planner/Designer 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 XI
TERM
11.01 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 Contract shall be from
the date hereof until final completion of the Project and all services in connection therewith,
including the final one(1)year warranty inspection,and resolution of any outstanding Project-related
claims or disputes.
11.02 Project Performance Schedule.Planner/Designer understands that the Project Performance
Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the
performance of services required herein, so that construction of the Project will be commenced as
scheduled. In this regard, Planner/Designer shall proceed with sufficient qualified personnel and
consultants necessary to fully and timely accomplish all services required under this Contract in the
highest professional manner.
ARTICLE XII
FINANCIAL INTEREST PROHIBITED CONFIDENTIALITY
12.01 Financial Interest Prohibited. Planner/Designer covenants and represents that
Planner/Designer, 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.
12.02 Confidentiality. Planner/Designer's reports, evaluations, designs, drawings, data, and all
other documentation and work developed by Planner/Designer 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 XIII
GENERAL PROVISIONS
13.01 Time is of the Essence. Planner/Designer understands and agrees that time is of the essence
and that any failure to complete the services for each phase of this Contract within the agreed Project
Performance Schedule will constitute a material breach of this Contract. Planner/Designer shall be
fully responsible for its delays or for failures to use his best efforts in accordance with the terms of
this Contract.Where damage is caused to City due to Planner/Designer's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Planner/Designer's payments
hereunder without waiver of any of City's additional legal rights or remedies.
13.02 Force Majeure. Neither City nor Planner/Designer shall be deemed in violation of this
Contract 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.
13.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Contract. Planner/Designer shall not
assign, sublet or transfer any interest in this Contract without prior written authorization of City's
Director.
13.04 Amendments. This Contract, representing the entire agreement between the parties, may
only be amended or supplemented by mutual agreement of the parties hereto in writing.
..........._.... .
13.05 Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson
County,Texas,and if legal action is necessary by either party with respect to the enforcement of any
or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County,
Texas. This Contract shall be governed by and construed in accordance with the laws and court
decisions of the State of Texas.
13.06 Notices. All notices and correspondence to City by Planner/Designer shall be mailed or
delivered as follows:
James R. Nuse, PE
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
All notices and correspondence from City to Planner/Designer shall be mailed or delivered
to the Planner/Designer as follows:
John Jankowski, RCDD
President
JanCom Technologies, Inc.
720 Brazos Street, Suite 111
Austin, Texas 78701
IN WITNESS WHEREOF,the City of Round Rock has caused this Contract 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 JanCom Technologies,Inc.,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 Contract.
ATTEST: CITY OF ROUND ROCK,TEXAS
By:
Christine R. Martinez, City Secretary Nyle Maxwell, Mayor
JMJankow
IES, INC.
B , President
.A
McConico Building
If X-0
Senior Activity Center &
Parking
N
Municipal Office Campus
''I JUNDROCK TDCAS
t:*4'"LKP=VC OU CIL AGENDA HIM SSEbTGI11FFxmGuCCOHM 0DUnXWG'WCCONWOBIIIIAIDTGAPx RL&3-2i-01
DATE: May 7, 2004
SUBJECT: City Council Meeting - May 13, 2004
ITEM: 13.I.3. Consider a resolution authorizing the Mayor to execute an
Agreement for Telecommunications Cabling and Infrastructure
Design Services with JanCom Technologies, Inc. for
programming and design development of telecommunications
plans for the Senior Activity Center.
Department: Engineering Development Services
Staff Person: Larry Madsen, Construction Manager
Justification: JanCom Technologies designed the telecommunications system for
the McConico Building in the Municipal Office campus and were
asked to give a proposal for the Senior Activity Center. The
proposal was in the amount of $5,800 to design the
telecommunications system and to bid the project and review
through construction.
Funding:
Cost: $5,800.00
Source of funds: Capital Project Funds (2002 Go Bonds)
Outside Resources: JanCom Technologies, Inc.
Background Information: The city has worked with JanCom Technologies, Inc.
on a previous project and was pleased with the job
they performed.
Public Comment: N/A
..... ...... .
EXECUTED
DOCUMENT
FOLLOWS
Agreement for Telecommunications Cabling
and Infrastructure Design 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 theAiday of the month of I o 1 in the year Two Thousand Four.
(In words,indicate day,month and year.)
BETWEEN the Planner/Designer's client identified as the Owner:
(Name,address and other information.)
City of Round Rock
221 East Main Street
Round Rock,Williamson County Texas 78664
and the Planner/Designer:
(Name,address and other information.)
JanCom Technologies,Inc.
720 Brazos Street,Suite 1 1 I
Austin,Travis County,Texas 78701
For the following Project:
(Include detailed description of Project.)
Complete professional planning and design services required to fulfill the telecommunications needs of the Senior Activity Center and Parking
Garage.
The Owner and Planner/Designer agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the following items by inserting the requested information or a statement such as"not applicable, ""unknown at time of execution"or
"to be determined later by mutual agreement.')
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe,if appropriate,proposed use or goals.)
(rPFDaktopA::ODMA/WORLDOX/O:/wdox/CORR/gnUm smior/00066810.WPD/jkg
i2-0,{-05-13-1313
Obiectives include, but are not limited to, obtaining planning and design to fulfill the telecommunications needs of the facility known as the
Senior Activity Center and Parking Garage being a part of the Telecommunications Cabling and Infrastructure Design Services required for said
Senior Activity Center and Parking Garage and to prepare Phase i Programming and Phase 2 Design Development
for the communication and cabling on such Senior Activity Center and Parking Garage including construction documents bidding and
negotiation phase,construction administration and related services
1.1.2.2 The physical parameters are:
(Identify or describe,if appropriate,size,location,dimensions,or other pertinent information,such as geotechnical reports about the site.)
The Senior Activity Center and Parking Garage is proposed to be a new construction single story building located above a new construction
two-level parking garage, and will house various administrative offices meeting rooms multipurpose rooms and other spaces associated with
the Senior Activity Center.
1.1.2.3 The Owner's Program is:
(Identify documentation or state the manner in which the program will be developed.)
The proiect is currently at the construction document phase of the design sequence
1.1.2.4 The legal parameters are:
(Identify pertinent legal information,including,if appropriate,land surveys and legal descriptions and restrictions of the site.)
1.1.2.5 The financial parameters are as follows:
Compensation to Planner/Designer shall be a lump sum fee of Five Thousand Seven Hundred Dollars and No/100($5,700.00)attributable as
follows:
Phase I -Programming $1,330.00
Phase 2 -Design Development $4,370.00
(includes Construction Documents
and Construction Administration)
Total Fee $5,700.00
Reimbursable expenses,such as mileage and reproduction costs,are projected not to exceed$100.00,and shall be paid by Owner
up to such amount only at actual costs incurred and documented.
1.1.2.6 The time parameters are:
(Identify,if appropriate,milestone dates,durations or fast track scheduling.)
Eighteen(18)months from date of Notice to Proceed
Time parameters are to conform to all other contractual documents relating to the Senior Activity Center and Parking Garage and adjustments
to time parameters may be determined at a later date by mutual agreement of the parties hereto
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identify method such as competitive bid,negotiated contract,or construction management.)
Professional services herein are engaged by negotiated contract
1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project such as energy,environmental or historic preservation requirements.)
Unknown at this time.
1.1.3 PROJECT TEAM
1.1.3.1 The Owner's Designated Representatives are:
(Gist name,address and other information.)
Larry Madsen
Liaison Construction Manager City of Round Rock
2008 Enterprise Drive
Round Rock,Texas 78664
2
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review Planner/Designer's
submittals to the Owner are:
(List name,address and other information.)
James R.Nuse,PE
City Manager
221 East Main Street
Round Rock,Texas 78664
1.1.3.3 The Owner's other consultants and contractors are:
(List discipline and,if known,idents them by name and address.)
Various as reflected in other contractual documents relating to the Senior Activity Center and Parking Garage
1.1.3.4 The Planner/Designer's Designated Representative is:
(List name,address and other information)
John Jankowski,RCDD,President
JanCom Technologies,Inc.
720 Brazos,Suite 111
Austin,Texas 78701
1.1.3.5 The consultants retained at the Planner/Designer's expense are:
(List discipline and,if known,identify them by name and address)
Upon execution of this contract _Planner/Designer agrees that it will submit to City within ten(10)days a list of all additional consultants it
intends to utilize,not previously identified to Planner/Designer's Proposal Letter,delineating their respective tasks All such consultants shall
be subject to the approval of City,and City reserves the right to reject any consultant
1.1.4 Other important initial information is:
1.1.5 When the services under this Agreement include contract administration services,the General Conditions of the Contract for Construction
shall be the edition of AIA Document A201 as modified between Owner and Contractor. Planner/Designer's responsibility to provide services
for the construction phase under this Agreement commences with the award of the contract for construction and terminates at the issuance to
Owner of the final certificate for payment. Duties responsibilities and limitations of authority of Planner/Designer shall not be restricted
modified or extended without written agreement of Owner and Planner/Designer with consent of Contractor, which consent shall not be
unreasonably withheld. Planner/Designer consents to the modifications of AIA Document A201 General Conditions of the Contract for
Construction,between Owner and Contractor.
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Planner/Designer in determining the
Planner/Designer 's compensation. It is expressly understood and agreed by and between the parties hereto that any alteration in schedule
compensation and Change in Services shall be effected only by Supplemental Agreement hereto Any such Supplemental Agreement to this
contract must be duly authorized by City Council resolution
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Planner/Designer 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 Planner/Designer,within 15 days after receipt of a written request,information
necessary and relevant for the Planner/Designer 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
3
1.2.2.3 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the
Project.The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the
Planner/Designer in order to avoid unreasonable delay in the orderly and sequential progress of the Planner/Designer's services.
1.2.2.4 The Owner may furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Planner/Designer to
furnish them as a Change in Services when such services are requested by the Planner/Designer and are reasonably required by the scope of the
Project and are approved by Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing the Owner shall furnish or pay for tests, inspections and
reports required by law or the Contract Documents,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests
for hazardous materials.
1.2.2.6 The Owner shall furnish all legal, insurance and accounting services,including auditing services,that may be reasonably necessary at
any time for the Project to meet the Owner's needs and interests.
1.2.2.7 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 Planner/Designer's Instruments of Service.
1.2.3 PLANNER/DESIGNER
1.2.3.1 The services performed by the Planner/Designer,its employees and 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 Planner/Designer's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly
progress of the Project. The Planner/Designer shall submit for the Owner's approval a schedule for the performance of services which initially
shall be consistent with the time periods established in all contractual documents and which may be adjusted, if necessary and approved by
Owner,as the Project proceeds.This schedule shall include allowances for periods of time required for the Owner's review,for the performance
of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this
schedule approved by the Owner shall not,except for reasonable cause,be exceeded by the Planner/Designer or Owner.
1.2.3.3 The Planner/Designer's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Planner/Designer's
behalf with respect to the Project.
1.2.3.4 The Planner/Designer 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 Planner/Designer from
establishing a claim or defense in an adjudicatory proceeding. The Planner/Designer shall require of its 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 Planner/Designer shall not engage in any activity, or accept any employment,
interest or contribution that would reasonably appear to compromise the Planner/Designer's professional judgment with respect to this Project.
1.2.3.6 The Planner/Designer shall review laws,codes, and regulations applicable to its services. The Planner/Designer shall respond in the
design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.2.3.7 The Planner/Designer 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 Planner/Designer.
1.3.1.2 The Cost of the Work shall be as delineated herein in Paragraph 1.1.2.5.
4
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings,specifications and other documents,including those in electronic form,prepared by the Planner/Designer and its consultants
are Instruments of Service for use solely with respect to this Project. All Planner/Designer's designs and work product under this Agreement
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 Planner/Designer 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 Planner/Designer.
1.3.2.2 Upon execution of this Agreement, the Planner/Designer grants to the Owner permission to reproduce the Planner/Designer's
Instruments of Service for purposes of constructing,using and maintaining the Project,provided that the Owner shall comply with all obligations,
including prompt payment of all sums when due, under this Agreement. The Planner/Designer shall obtain similar permission from its
consultants consistent with this Agreement. If and upon the date the Planner/Designer 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 the purposes of completing,using and maintaining the Project.
1.3.2.3 The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any permission granted herein to another party without
the prior written agreement of the Planner/Designer. 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 Planner/Designer and its consultants.
1.3.2.4 Prior to the Planner/Designer providing to the Owner any Instruments of Service in electronic form or the Owner providing to the
Planner/Designer any electronic data for incorporation into the Instruments of Service, the Owner and the Planner/Designer 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 not otherwise provided in this Agreement.
1.3.2.5 Upon completion of the construction of the Project Planner/Designer shall within thirty(30)calendar days following final inspection
deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein In addition
Planner/Designer shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as built conditions Compensation
therefor will be at standard hourly rates or re-negotiated as a fixed amount at that time
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of the Planner/Designer,including services required of its consultants,may be accomplished after execution of this
Agreement,without invalidating the Agreement,if mutually agreed in writing. It is expressly understood and agreed by and between the parties
hereto that any alteration in schedule compensation and Change in Services shall be effected only by Supplemental Agreement hereto Any such
Supplemental Agreement to this contract must be duly authorized by City Council resolution
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 Planner/Designer's services, the Planner/Designer may proceed in accordance with
applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation.
1.3.4.2 The Owner and Planner/Designer shall endeavor to resolve claims,disputes and other matters in question between them by mediation.
Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall proceed in advance of legal or
equitable proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period
by agreement of the parties or court order.
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.
5
1.3.5 ARBITRATION
1.3.5.1 Owner and Planner/Designer hereby expressly agree that no claims or disputes between Owner and Planner/Designer 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, Planner/Designer consents to be joined in the arbitration proceeding if
Planner/Designer's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 The Planner/Designer and the Owner waive consequential damages for claims,disputes or other matters in question arising out of or
relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in
accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the laws of the state of Texas,and venue shall lie in Williamson County,Texas
1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the
Contract for Construction,as modified between Owner and Contractor.
1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the
applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring
prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial
Completion. In no event shall such statutes of limitations commence to run any later than the date when the Planner/Designer's services are
substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Planner/Designer 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 Planner/Designer,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 Planner/Designer.
1.3.7.6 Unless otherwise provided in this Agreement,the Planner/Designer and its 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 If the Owner requests the Planner/Designer to execute certificates,the proposed language of such certificates shall be submitted to the
Planner/Designer for review at least 14 days prior to the requested dates of execution. The Planner/Designer shall not be required to execute
certificates that would require knowledge,services or responsibilities beyond the scope of this Agreement.
1.3.7.8 The Owner and Planner/Designer, 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 Planner/Designer 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 Planner/Designer 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 Planner/Designer 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 Planner/Designer
elects to suspend services,prior to suspension of services,the Planner/Designer shall give fifteen(15)days'written notice to the Owner. In the
event of a suspension of services,the Planner/Designer shall have no liability to the Owner for delay or damage caused the Owner because of
such suspension of services. Before resuming services,the Planner/Designer shall be paid all non-disputed sums due prior to suspension. The
Planner/Designer's fees for the remaining services and the time schedules shall be equitably adjusted.
6
1.3.8.2 In connection with the work outlined in this Agreement,it is agreed and fully understood by Planner/Desi ner that Owner may cancel
or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon fifteen (15)
days written notice to Planner/Designer, with the understanding that immediately upon receipt of said notice all work and labor being
performed under this Agreement shall cease. Planner/Designer 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 planner/designer for continuation of services on the Project
Planner/Designer shall cooperate in providing information
1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pav for any work which is unsatisfactory as
determined by Owners representative or which is not submitted in compliance with the terms of this Agreement Owner shall not be required to
make any payments to Planner/Designer when Planner/Designer 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 Planner/Designer 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 PLANNER/DESIGNER
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the
Planner/Designer's statement of services. No deductions shall be made from the Planner/Designer'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 Planner/Designer has been adjudged to be liable.
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
Planner/Designer 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 Planner/Designer.
1.4.1.10ther documents as follows:
(List other documents,if any,forming part of the Agreement.)
"Supplemental Agreement No 1"supplementing this Agreement
1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For the Planner/Designer's services as described herein,compensation shall be computed as follows:
in accordance with the Fee Schedule as indicated herein and on Exhibit"A"attached hereto and Inco orated herein for all purposes.
1.5.2 If the services of the Planner/Designer are changed as described in Subparagraph 1.3.3.1, the compensation may be adjusted. Such
adjustment shall be calculated in an equitable manner.
(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 speciftc services to which particular methods of compensation apply)
1.5.3 Payments are due and payable thin 30 days from the date of the Planner/Designer's invoice,or not later than the time period required
under the Texas Prompt Payment Act whichever is later. Non-disputed amounts unpaid six 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
Planner/Designer.
(Insert rate of interest agreed upon.)
One and one-half percent(1 ''/2%)per month
(Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations 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 a.s written disclosures or waivers.)
7
This Agreement entered into as of the day and year first written above.
OWNER P7ANN / SI N
CITY OF ROUND OCK,TEXA JTE OGLES,INC.
By: B •
NY
ell, ayor nkowski, CDD,President
ATTEST:
By. (,
Christine R.Martinez,City Secretary
8
04/15/2004 08:07 FAX 5122185569 CORR PUBLIC WORKS U 002
134/13y2004 16:20 15123225123 JANCOM TECHNOLOGIES PAGE 02
�,pfll 13, 2004
Mr, Larry Madsen
Liaison Construction Manager
Clty of Round Rack
2008 Enterprise
Ikound Rock,Texas 78664 J�rtCQn►Tedtrwlogi�,1 c.
Subject_ Proposal to Provide Telecommunications Cabling and Infrastructure
i Design Serviews for new seniors Activity Center and Parking Garage
Dear Mr. Madsen.
I
JanCom Technologies, Inc, is plaasW to present you with this proposal for the
elecommunications Cabling and Infrastructure Design Services required for the new Senior's
IAaNty Center for the City of Round Rode. The following is our understanding of the
telecommunications cabling requirements for the new building, recommendations. and the
iestimated fees to perform the described work.
IWe understand the project shall consist of the design of a new single story building ldcated
above a new. 2 level parking garage. The building will house various administrative offieep,
meeting rooms, multipurpose moms, and other spaces associated with the activities center. The
building is already at the construction document phase of the design sequence, This proposal
includes Construction Documents and Consfivction Administration.
JanCom Technologies, Inc. is uniquely qualified to provide the required planning and design to
fulfill the telecommunications needs of the facility, and to provide a thorough, well 000rdinated
set of construction documents, even at this late stage of the design process.
The follmving is JanCom's recommend scope of Work:
Programming
❑ JanCom will review eAsting programming documentation and the A/MEP construction
documents and provide a narrative description of understanding of the telecommunications
objectives for your review.
a JanCom will conduct two meetings with the appropriate Round Rock City personnel to
discuss the overall strategy for the complex and to verify the specific telecommunications
requirements for the Activities Center.
' Design Development
o JanCom will prepare Telecommunications floor plans based on existing MEP drawings
showing telecommunications outlets, spaces and major pathways. JanCom will coordinate
any revisions to the telecom outlet layout with Johnson Consulting Engineers, Inc. (JCE)
and Spencer Godfrey Architects. JanGam will make recommendations to JCE and Spencer
Godfrey concerning location and sizes of telecommunications spaces, and pathways.
q JanCom will create enlarged telecommunication space layouts, equipment elevations,
details and riser diagrams that describe the teleeommunicabons cabling system topology
and connectivity requirements, EXHIBIT
Tch 5 11-322.5 122 r Fax:S 12.322.5123 • Stmac,SuKA I 11,A.ugrin,TX 78701
a
"An
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PAGE 03
Project or Topic Page 2 of 2
Date
❑ JanCom will review the required power, Cooling, and grounding requirements for
telecommunications spaces and provide feedback to the design team,
❑ JanCom will prepare specification Section 16740—Telecommunications Cabling System, in
a modified CSI format (JanCorn Includes a fourth section for testing and acceptanoe, not
typically a part of the traditional CSI format).
❑ JanCom will review the bids for the telecommunications installation and recommend a
cabling contractor to the City. JanCom will also review product submittals from the winning
contractor and develop a Product Submittal Report
❑ JanCom will provide an Engineers Opinion of Probable Cost for the telecommunications
cabling Installation.
v JanCom will attend one review meeting with the Architect and Owner to review and
coordinate the telecommunications design,
❑ JanCom will conduct two (at approximately 50°1 and 100% of completion) site vlshs to
review the progress of the telecommunications installation and prepare a report describing
our observations_
Professional Services Fees
Phase 1 —Programming $1,330.00
Phase 2—Design Development ;4,37_10M
Total Proposed Fee $5,700.00
JanCom's fees are proposed as a lump sum, not to be exceeded except In the case of agreed
upon addifional services_ Additional tasks, attendance at addltlonal meetings, or unforeseen
Increases in effort that are required by the project and are not described above will be
considered additional services, not included in this proposal. Examples of unforeseen increases
in effort are: accelerated schedules, changes initiated by parties other than JanCom
Technologies, Inc.that occur after worts has been documented and reviewed by the Architect or
Owner, or increased effort due to technical recommendationa provided by JanCom that are not
accepted by the Owner. JanCom will make every reasonable effort to avoid and notify the City
of Round Rock of these situations and will not proceed on any additional services without the
city's approval.
JanOom's reimbursable expenses (vehicle mileage, reproduction costs, etc.)are estimated at
$100.00 and only costs incurred will be invoiced,
Thank you for the opportunity to provide this proposal for telecommunications planning and
design services. I will took forward to your positive response, and I am excited about being a
part of the City of Round Rock's growth and to establish a Iona term working relationship with
you. Please do not hesitate to call if there are any questions or concerns about the project or
any aspect of this proposal.
t Re r s, Accepted,
hn Janko ki, RCDD
President
Tel:512.323.5122 - Fax:513.322.5123 • www4ancom.com 720 Brazos,Suite I i I,Austin,TX 78701
44/13/2004 TUE 15:11 ITx/RC NO 86941 Q003
EXECUTED
DOCUMENT
FOLLOWS
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
This document is entitled Supplemental Agreement No. 1, and it supplements "Agreement
for Telecommunications Cabling and Infrastructure Design Services" for the following Project:
Complete professional planning and design services required to fulfill the
telecommunications needs of the Senior Activity Center and Parking Garage.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements, that being the/_-� day of MqV , 2004, and likewise
is by and between the same parties, those being the CITY OF kOUND ROCK, a home-rule
municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or
"Owner")and JANCOM TECHNOLOGIES,INC.,with offices located at 720 Brazos Street, Suite
111, Austin, Travis County, Texas, 78701 (hereinafter referred to as "Planner/Designer").
WITNESSETH :
WHEREAS,City intends to design and construct the described municipal structure known
as the Senior Activity Center and Parking Garage (hereinafter called the "Project").
Planner/Designer's services are desired for purposes including but not limited to the following:
obtaining planning and design to fulfill the telecommunications needs of the Senior Activity Center
and Parking Garage,and preparing the programming and design development documentation for the
communication and cabling on such Senior Activity Center and Parking Garage, including
construction documents, bidding and negotiation phase, construction administration, and related
services. Total compensation for Planner/Designer's services under this Agreement shall not exceed
the following:
Compensation to Planner/Designer shall be a lump sum fee of Five Thousand Seven
Hundred Dollars and No/100 ($5,700.00) attributable as follows:
Phase 1 - Programming $15330.00
Phase 2 - Design Development $4,370.00
(includes Construction Documents
and Construction Administration)
Total Fee $5,700.00
(u PFDesktop\::ODMA/WORLDOX/O:/wdm/CORP,/gnFmm.senior/00066819.WPD/jkg
9-04-05-13-13.r_3
WHEREAS, City desires to contract with Planner/Designer for complete planning and
design services,being apart of the Telecommunications Cabling and Infrastructure Design Services,
for planning and design to fulfill the telecommunications needs of the facility,for preparation of the
programming and design development documentation for the communication and cabling on the
facility, including construction documents, bidding and negotiation phase, construction
administration,and related services,all as previously and hereinafter stipulated and within the limits
the City has budgeted or will budget therefor; and
WHEREAS,as is stipulated in the Agreement this document supplements,Planner/Designer
has agreed to provide such professional services for the compensation delineated previously and
herein;
NOW,THEREFORE,City and Planner/Designer,in consideration ofthe terms,covenants,
and conditions contained in the Agreement this document supplements and herein, do hereby
contract as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Planner/Designer, as an independent contractor and professional consultant in its
relationship with the City, shall perform all professional services for the Project as set forth herein.
1.02 Compensation. City shall compensate Planner/Designer in accordance with the terms and
conditions of this Contract as follows:
Compensation to Planner/Designer shall be a lump sum fee of Five Thousand Seven
Hundred Dollars and No/100 ($5,700.00) attributable as follows:
Phase 1 - Programming $1,330.00
Phase 2 - Design Development $4,370.00
(includes Construction Documents
and Construction Administration)
Total Fee $5,700.00
For approved Reimbursable Expenses,as defined in Article IV hereof,the actual documented
expenditures made shall be reimbursed at actual cost up to the projected total of$100.00.
Unless subsequently changed by additional Supplemental Agreement to this Contract, duly
authorized by City Council Resolution, Planner/Designer's total compensation hereunder shall not
exceed $5,700.00, plus compensation hereunder for approved Reimbursable Expenses. These
amounts represent the absolute limit of City's liability to Planner/Designer under this Contract,
unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article V hereof
ARTICLE II
PLANNER/DESIGNER'S SERVICES
2.01 Basic Services. The Planner/Designer's Basic Services consist generally of the phases
described below, and include complete planning and design services as delineated herein and in all
related contractual documents relating to the Senior Activity Center and Parking Garage, and such
other services as may be necessary to assist the City in the design and construction of the Project,
within the limits the City has budgeted or will budget therefor. Planner/Designer agrees that upon
execution of this Contract, it will submit to City within ten (10) days a list of all additional
consultants it intends to utilize, not previously identified in Planner/Designer's Proposal Letter,
delineating their respective tasks. All of Planner/Designer's consultants shall be subject to the
approval of the City through its City Manager, and City reserves the right to reject any consultant.
Planner/Designer shall perform all work hereunder in a manner satisfactory and acceptable to the
City, represented by its City Manager or his designee, hereinafter referred to as "Director." A
Performance Schedule shall be agreed to by Planner/Designer and Director, and Planner/Designer
agrees to use its best efforts to complete all services hereunder in accordance with such Performance
Schedule. All services shall be performed to the highest professional standard.
2.02 Programming
(1) Planner/Designer shall review existing programming documentation and any
architectural or MEP construction documents, and shall provide a narrative
description of understanding of the telecommunications objectives.
(2) Planner/Designer shall conduct two (2) meetings with the Owner and other
appropriate attendees to present and discuss the overall strategy for the project and
to verify the specific telecommunications requirements for the project.
2.03 Design Development
(1) Planner/Designer shall prepare telecommunications floor plans based on existing
MEP drawings showing telecommunications outlets, spaces, and major pathways.
Planner/Designer shall coordinate any revisions to the telecommunications outlet
layout with Johnson Consulting Engineers, Inc. (JCE) and Spencer Godfrey
Architects. Planner/Designer shall make recommendations to JCE and Spencer
Godfrey concerning locations and sizes oftelecommunications spaces and pathways.
(2) Planner/Designer shall create enlarged telecommunications space layouts,equipment
elevations, details and riser diagrams that describe the telecommunications cabling
system topology and connectivity requirements.
(3) Planner/Designer shall review the required power, cooling, and grounding
requirements for telecommunications spaces and provide feedback to the design
team.
(4) Planner/Designer shall prepare specification Section 16740 - Telecommunications
Cabling System, in a modified CSI format (Planner/Designer includes a fourth
section for testing and acceptance,not typically a part of the traditional CSI format).
(5) Planner/Designer shall review the bids for the telecommunications installation and
recommend a cabling contractor to the Owner. Planner/Designer shall also review
product submittals from the winning contractor and develop a Product Submittal
Report.
(6) Planner/Designer shall provide an Engineer's Opinion of Probable Cost for the
telecommunications cabling installation.
(7) Planner/Designer shall attend one (1) review meeting with the Architect and the
Owner to review and coordinate the telecommunications design.
(8) Planner/Designer shall conduct two (2) site visits(at approximately 50%and 100%
completion) to review the progress of the telecommunications installation and
prepare a report describing such observations.
2.06 Additional Services. Planner/Designer shall perform Additional Services only as requested
by City,and only after a not-to-exceed amount has been mutually agreed upon in writing by Director
and Planner/Designer. Where City Council authorization is required, Planner/Designer 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 Planner/Designer's
Basic Services. If any of these Additional Services are authorized in writing by Director in advance
of their performance, they shall be paid for in the manner agreed to at the time of authorization.
(1) Additional substantive tasks;
(2) Required attendance at additional meetings;
(3) Unanticipated increases in effort including accelerated schedules,substantial changes
initiated by parties other than Planner/Designer occurring after work has been
documented/reviewed by Owner or Architect, and increased effort due to technical
recommendations provided by Planner/Designer but not accepted by Owner.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information.City shall provide full information regarding requirements for the Project.
3.02 Designate representatives.City shall designate,when necessary,representatives authorized
to act in its behalf City shall examine documents submitted by Planner/Designer and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Planner/Designer's work.
3.03 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
ARTICLE IV
REIMBURSABLE EXPENSES
4.01 Reimbursable Expenses.Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Planner/Designer, its employees, or
its consultants in the interest of the Project for the incidental expenses set forth below. Such
expenses must be authorized in advance.
4.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the
following shall be reimbursable: reasonable transportation and living expenses of principals and
employees when traveling in connection with the Project outside of Williamson County, Texas,
essential long distance calls and telegrams, fees paid for the securing of approval of authorities
having jurisdiction over the Project,postage, and reproduction of documents, excluding copies for
Planner/Designer's office use and the required copies necessary at each phase of the work for City's
review.
4.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work,
not due to Planner/Designer delays, requiring higher than regular rates shall be reimbursable.
ARTICLE V
PAYMENTS TO THE PLANNER/DESIGNER
5.01 Basic Services.Payments on account of Planner/Designer's Basic Services shall be made in
proportion to the degree of completion of each phase, but not to exceed the following percentages
of the respective fees at the completion and approval of each phase of the work:
Compensation to Planner/Designer shall be a lump sum fee of Five Thousand Seven
Hundred Dollars and No/100($5,700.00) attributable as follows:
Phase 1 - Programming $1,330.00
Phase 2 - Design Development $4,370.00
(includes Construction Documents
and Construction Administration)
Total Fee $5,700.00
5.02 Reimbursable Expenses and Additional Services.Payments for authorized Reimbursable
Expenses and Additional Services,as hereinbefore referred to,shall be made following presentation,
review and approval of Planner/Designer's detailed invoice.
5.03 Abandonment. If any work designed or specified by Planner/Designer during any phase
is abandoned or suspended, in whole or in part, Planner/Designer 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.
5.04 Invoices. Planner/Designer's invoices to City shall provide complete information and
documentation to substantiate charges, and shall be in a form to be specified by Director. All
payments to Planner/Designer shall be made on the basis of the invoices submitted by
Planner/Designer and approved by Director. Such invoices shall conform to the schedule of services
and costs in connection therewith set out hereinabove. All Reimbursable Expenses shall be clearly
shown. Should additional backup material be requested by Director,Planner/Designer shall comply
promptly with such request.In this regard,should Director determine it necessary,Planner/Designer
shall make all records and books relating to this Contract available to City for inspection and
auditing purposes.
5.05 Payment of Invoices.City reserves the right to correct any error that may be discovered in
any invoice that may have been paid to Planner/Designer and to adjust the same to meet the
requirements of the Contract. Following approval of invoices, City will endeavor to pay
Planner/Designer promptly, but not later than the time period required under the Texas Prompt
Payment Act;however,under no circumstances shall Planner/Designer be entitled to receive interest
on payments which are late because of a good faith dispute between Planner/Designer and City or
because of amounts which City has a right to withhold under this Contract or state law.
5.06 Offsets. City may, at its option, offset any amounts due and payable under this Contract
against any debt(including taxes)lawfully due to City from Planner/Designer,regardless of whether
the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether
or not the debt due to City has been reduced to judgment by a court.
ARTICLE VI
PLANNER/DESIGNER'S ACCOUNTING RECORDS
6.01 Accounting Records.Records of Planner/Designer's Consultant and Reimbursable Expenses
pertaining to the Project, and records of accounts between City and Planner/Designer shall be kept
on a generally recognized accounting basis and shall be available to City or its authorized
representatives at mutually convenient times.
ARTICLE VII
TERMINATION AND DEFAULT
7.01 Termination. In connection with the work outlined in this Contract, it is agreed and fully
understood by Planner/Designer that Director may cancel or indefinitely suspend further work
hereunder or terminate this Contract either for cause or for the convenience of City,upon fifteen(15)
days written notice to Planner/Designer, with the understanding that immediately upon receipt of
said notice all work and labor being performed under this Contract shall cease. Planner/Designer
shall invoice City for all work satisfactorily completed and shall be compensated in accordance with
the terms of this Contract 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 Contract, and shall be promptly delivered to City in a reasonably organized form without
restriction on future use. Should City subsequently contract with a new planner/designer for
continuation of services on the Project,Planner/Designer shall cooperate in providing information.
7.02 Default. Nothing contained in Section 7.01 above shall require City to pay for any work
which is unsatisfactory as determined by Director or which is not submitted in compliance with the
terms of this Contract. City shall not be required to make any payments to Planner/Designer when
Planner/Designer is in default under this Contract, nor shall this Article constitute a waiver of any
right,at law and at equity,which City may have if Planner/Designer is in default,including the right
to bring legal action for damages or to force specific performance of this Contract.
ARTICLE VIII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
8.01 General, Supplementary and Special Conditions. City of Round Rock- Supplementary
General Conditions to AIA Document A201,"General Conditions of the Contract for Construction",
are to be used without modification; however, City may, upon prior consultation, approve of any
changes that may be necessary for specific cases or instances. Any special conditions pertaining to
the Project that are approved by City will be included under the Special Conditions portion of the
Construction Documents.
8.02 Contract Administration.This Contract shall be administered on behalf of City by its City
Manager,and Planner/Designer shall fully comply with any and all instructions from Director. Any
dispute arising hereunder shall be submitted to Director,whose decision in the matter shall be final
and binding.
ARTICLE IX
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
9.01 Planner/Designer's Responsibility for Work. Approval by City shall not constitute nor
be deemed a release of the responsibility and liability of Planner/Designer, its employees,
subcontractors, agents and consultants for the accuracy and competency of their 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 documents prepared by Planner/Designer, its employees,
subcontractors, agents and consultants.
9.02 Indemnification(Damage Claims).Planner/Designer 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 Planner/Designer's breach of any of the terms or provisions of this Contract,or by any
negligent act or omission of Planner/Designer, its officers, agents, associates, employees or
subconsultants, in the performance of this Contract; 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 ofboth
Planner/Designer 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.
9.03 Insurance. Planner/Designer, at its sole cost, shall purchase and maintain during the term
of this Contract the minimum insurance coverage in the amount of One Million Dollars from a
company authorized to do insurance business in Texas and otherwise acceptable to City.
9.04 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Planner/Designer, Planner/Designer shall require each subconsultant performing work under this
Contract to maintain during the term of the Contract, at the subconsultant's own expense,the same
stipulated minimum insurance required in Section 9.03 above,including the required provisions and
additional policy conditions as shown below in Section 9.05,unless specifically waived by the City
Manager. As an alternative,Planner/Designer may include its subconsultants as additional insureds
on its own coverages as prescribed under these requirements. Planner/Designer's certificate of
insurance shall note in such event that the subconsultants are included as additional insureds and that
the Planner/Designer agrees to provide Workers'Compensation coverage for the subconsultants and
their employees.
Planner/Designer shall obtain and monitor the certificates of insurance from each
subconsultant in order to assure compliance with the insurance requirements.Planner/Designer must
retain the certificates of insurance for the duration of this Contract,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.
9.05 Insurance Policy Endorsements.Each insurance policy under paragraph 9.03 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:
James R. Nuse, PE
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Planner/Designer 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 Planner/Designer.
(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) Planner/Designer and City mutually waive subrogation rights each may have against
the other for loss or damage, to the extent covered by the proceeds of insurance.
9.06 Cost of Insurance.The cost of all insurance required herein to be secured and maintained
by Planner/Designer shall be borne solely by Planner/Designer, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City.
ARTICLE X
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES ETC
10.01 Compliance with Laws. Planner/Designer, its consultants, agents, employees and
subcontractors shall comply with all applicable Federal and State Laws,the Charter and Ordinances
of the City,as amended,and with all applicable rules and regulations promulgated by all local,State
and National boards, bureaus and agencies. Planner/Designer shall further obtain all permits and
licenses required in the performance of the professional services contracted for herein.
10.02 Taxes. Planner/Designer 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 XI
TERM
11.01 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 Contract shall be from
the date hereof until final completion of the Project and all services in connection therewith,
including the final one(1)year warranty inspection,and resolution of any outstanding Project-related
claims or disputes.
11.02 Project Performance Schedule.Planner/Designer understands that the Project Performance
Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the
performance of services required herein, so that construction of the Project will be commenced as
scheduled. In this regard, Planner/Designer shall proceed with sufficient qualified personnel and
consultants necessary to fully and timely accomplish all services required under this Contract in the
highest professional manner.
ARTICLE XII
FINANCIAL INTEREST PROHIBITED CONFIDENTIALITY
12.01 Financial Interest Prohibited. Planner/Designer covenants and represents that
Planner/Designer, 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.
12.02 Confidentiality. Planner/Designer's reports, evaluations, designs, drawings, data, and all
other documentation and work developed by Planner/Designer 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 XIII
GENERAL PROVISIONS
13.01 Time is of the Essence. Planner/Designer understands and agrees that time is of the essence
and that any failure to complete the services for each phase of this Contract within the agreed Project
Performance Schedule will constitute a material breach of this Contract. Planner/Designer shall be
fully responsible for its delays or for failures to use his best efforts in accordance with the terms of
this Contract. Where damage is caused to City due to Planner/Designer's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Planner/Designer's payments
hereunder without waiver of any of City's additional legal rights or remedies.
13.02 Force Majeure. Neither City nor Planner/Designer shall be deemed in violation of this
Contract 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.
13.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Contract. Planner/Designer shall not
assign, sublet or transfer any interest in this Contract without prior written authorization of City's
Director.
13.04 Amendments. This Contract, representing the entire agreement between the parties, may
only be amended or supplemented by mutual agreement of the parties hereto in writing.
13.05 Enforcement and Venue.This Contract shall be enforceable in Round Rock, Williamson
County,Texas,and if legal action is necessary by either party with respect to the enforcement of any
or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County,
Texas. This Contract shall be governed by and construed in accordance with the laws and court
decisions of the State of Texas.
13.06 Notices. All notices and correspondence to City by Planner/Designer shall be mailed or
delivered as follows:
James R. Nuse, PE
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
All notices and correspondence from City to Planner/Designer shall be mailed or delivered
to the Planner/Designer as follows:
John Jankowski, RCDD
President
JanCom Technologies, Inc.
720 Brazos Street, Suite 111
Austin, Texas 78701
IN WITNESS WHEREOF,the City of Round Rock has caused this Contract to be signed
in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution
No. k-Oy-05-13- 1313 approved by the City Council on JY1HV 13, .2004 ,
and JanCom Technologies,Inc.,signing by and through its duly authorized reps sentative(s),thereby
binding the parties hereto, their successors, assigns and representatives for the faithful and full
performance of the terms and provisions of this Contract.
ATTEST: CITY OF ROUND ROC XAS
jyuk k•
By:
Christine R. Martinez, City Secretary Maxwell, Mayor
JC TE N LOGIES, INC.
By:
Jankow
7D , President