HomeMy WebLinkAboutContract 33512 CITY SECRETARY
CONTRACT No
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STATE OF TEXAS §
KNOW ALL BY THESE PRESENTS
COUNTY OF TARRANT §
THIS AGREEMENT("Agreement") is made and entered by and between the City of Fort Worth,
Texas, a municipal corporation situated in Tarrant, Denton, and Wise Counties, Texas, hereinafter called
the "City",acting herein by and through Marc Ott, its duly authorized Assistant City Manager,and Dennehy
Architects, Inc., hereinafter called the "Architect", acting herein by and through Paul Dennehy, its duly
authorized representative, for the purpose of evaluating and providing conceptual sketches for various
alternative sites for the City's new Public Health Building within or immediately adjacent to the Evans and
Rosedale Business and Cultural District("Project").
WITNESSETH:
That for and in consideration of the mutual covenants and agreements herein contained,City and Architect
do hereby covenant and agree as follows:
SECTION I SERVICES OF THE ARCHITECT
1.1 The City hereby contracts with Architect as an independent contractor, and the Architect hereby
agrees to perform, within the professional standards normally accepted in the State of Texas,
professional services in connection with the following general scope of work:
Evaluate and provide conceptual sketches for various alternative sites for the City's new
Public Health Building within or immediately adjacent to the Evans and Rosedale Business
and Cultural District.
SECTION II PERSONNEL
1. The following personnel will be assigned to this Project:
1.1. City of Fort Worth
1.1.1.Project Manager: Greg Simmons,P.E.
1.2. Architect
1.2.1.Principal in Charge: Paul Dennehy,AIA
2. Neither party may change key personnel without the prior written agreement of the other party.
SECTION III CHARACTER OF ARCHITECT'S SERVICES
1. Architect shall consult with the City to clarify and define City's requirements relative to the assignments
and review available data.
2. Architect agrees to commit the personnel to each assignment as necessary in order to complete the
assignment in an expeditious manner.
3. The Architect shall advise City as to the necessity of City's providing or obtaining additional services
and data from others required in connection with the Assignment at City's cost and expense (which
services and data Architect is not to provide hereunder but on which Architect may rely in performing
services hereunder),and act as City's representative in connection with any such services of others.
4. The Architect shall pay for the printing of contract documents required for design submittals and
presentations as a part of the reimbursable allowance.
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5. All designs, drawings, specifications, documents, and other work products of the Architect,whether in
hard copy or in electronic form, are instruments of service for this Project, whether the Project is
completed or not. Reuse, change, or alteration by the City or by others acting through or on behalf of
the City of any such instruments of service without the written permission of the Architect will be at the
City's sole risk. The City shall own the final printed designs, drawings, specifications and documents.
Transfer of ownership of the contract documents does not constitute sale of the documents
SECTION IV SPECIAL SERVICES OF ARCHITECT
I. If authorized in writing by City,Architect shall furnish or obtain from others special services necessary
to complete the assignments. These services are not included as part of the Basic Services outlined in
SECTION I- SERVICES OF THE ARCHITECT and the Architect's Proposal. These special services
will be paid for by City as indicated in Section V.
SECTION V COMPENSATION TO ARCHITECT
1. The total compensation for all of the assignments to be performed by Architect as described in
CHARACTER of ARCHITECT'S SERVICES (Section III hereof)shall be$5,700,hereinafter referred
to as the"total fee". This is a flat fee for the scope of services described by this Agreement regardless
of the amount of time taken to complete the scope of services. Paragraph 3 below addresses the
requests for additional fees based on increases in project scope.
2. Architect shall be paid the full fee upon completion of the entire scope of work.
3. If at any time in the course of the design,the City expands the scope of services,or the Architect
believes the City has requested services that are beyond the scope of this Agreement,the Architect shall
submit a proposal for additional fees and a written agreement shall be reached on said proposal prior to
the Architect proceeding with the work considered to be beyond the scope of this Agreement.
Architect shall not perform any additional services without a written agreement with City. Any services
provided prior to reaching an agreement on additional fees will be non-compensable.
SECTION VI METHOD OF PAYMENT
1. The Architect shall be paid the full fee upon completion of the entire scope of work on the basis of
services performed and statements prepared from the books and records of account of the Architect,
such statements to be verified as to accuracy and compliance with the terms of this Agreement by the
Principal in Charge. Payment according to statements will be subject to certification by the Director,
Transportation and Public Works Department or his duly authorized representative that such work has
been performed.
2. The above charges are on the basis of prompt payment of bills rendered and continuous progress of the
work on the Project until completion. If City fails to make any payment required herein for services
and reimbursable expenses within sixty days after approval of Architect's statement thereof, Architect
may, after giving seven days written notice to City, suspend services under this Agreement until
Architect has been paid in full all amounts due for services actually performed and reimbursable
expenses incurred.
SECTION VII CITY RESPONSIBILITIES
1. Provide criteria and information as to City's requirements and designate a person with authority to act
on City's behalf on all matters concerning the Project.
2. Assist Architect in obtaining existing studies, reports and other available data and services of others
pertinent to the Project and in obtaining additional reports and data as required.
3. Upon reasonable notice arrange for access to and make all provisions for Architect to enter upon public
and private property as may be required for Architect to perform services hereunder.
4. Designate in writing qualified persons who will act as City's representatives with respect to the Project
for the purposes of transmitting instructions, receiving information, interpreting and defining City's
policies and decisions with respect to Architect's services.
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5. Review all reports, recommendations and other documents and provide written decisions pertaining
thereto within a reasonable time.
6. Upon reasonable notice provide labor and safety equipment to expose structural elements, to make
temporary repairs, and to operate mechanical and electrical systems as required by the Architect in the
development of the design.
7. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents
presented by Architect, obtain advice of an attorney, insurance counselor and other architects as it
deems appropriate for such examination and render in writing decisions pertaining thereto within a
reasonable time so as not to delay the services of Architect.
8. Provide"Front End",including Division 1 requirements,for use in assembling the Project Manual.
9. Prepare easements and right-of-way acquisition conveyance documents, from description provided by
Architect, contact owners, negotiate for or condemn all easements and right-of-way, pay all filing and
legal fees associated therewith.
10. Provide such legal, accounting, insurance and other counseling services to City as may be required for
the Project.
11. Manage the advertisement and bidding of the project, issue addenda, distribute bid documents, award
contract,and execute the contracts.
12. Administer the construction of the Project.
13. Provide inspection and management services.
14. Provide contractors prepared field drawings to the Architect for review.
15. Pay all impact and utility fees and other fees not expressly assigned to the Architect. This includes fees
charged by Oncor for new or revised service.
16. Print documents for bidding and record.
17. Bear all costs incident to compliance with this Section.
SECTION VIII TERMINATION
1. The City may terminate this Agreement at any time for convenience or for any cause by notice in
writing to the Architect. Upon receipt of such notice, the Architect shall immediately discontinue all
services and work and the placing of all orders or the entering into contracts for supplies, assistance,
facilities and materials in connection with the performance of this Agreement and shall proceed to
cancel promptly all existing contracts insofar as they are chargeable to this Agreement.
2. If the City terminates this Agreement under the foregoing paragraph, the City shall pay the Architect
for services performed in accordance herewith prior to such termination, less such payments having
been previously made. Such payment shall be based upon the work completed up to the date of
termination of the Agreement in accordance with the method of compensation prescribed in Sections V
and VI hereof. Architect shall also be compensated for all termination-related expenses such as
meeting attendance, document reproduction, transfer of records, etc. Provided, however, Architect
shall not be entitled to any compensation that exceeds the total fee to be paid hereunder at the
applicable phase as stated in Section V.
3. Upon early termination or conclusion of this Agreement, the Architect shall provide the City
reproducible copies of all completed or partially completed engineering documents prepared under this
Agreement that shall become the property of the City and may be used by the City in any manner it
desires. The Architect shall not be liable for the use of either partially completed engineering
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documents,or completed engineering documents on any project other than the project described in this
Agreement.
SECTION IX INDEMNITY AND INSURANCE
1. Approval by the City of contract documents shall not constitute or be deemed to be a release of the
responsibility and liability of the Architect, its officers, agents, employees and Subconsultants, for the
accuracy and competency of the services performed under this Agreement, including but not limited to
surveys, location of subsurface investigations, designs, working drawings and specifications and other
Engineering documents.
2. Such approval shall not be deemed to be an assumption of such responsibility and liability by the City
for any negligent act, error or omission in the conduct or preparation of the subsurface investigations,
surveys, designs, working drawings and specifications and other Engineering documents by the
Architect, its officers, agents, employees and Subconsultants, it being the intent of the parties that
approval by the City signifies the City's approval of only the general design concept of the
improvements to be constructed.
3. In this connection the Architect shall indemnify and hold the City and all its officers, agents, servants
and employees harmless from any loss,damage,liability or expenses,on account of damage to property
and injuries, including death, to all persons, including but not limited to officers, agents, or employees
of the Architect or Subconsultant, and all other persons performing any part of the work and
improvements, to the extent such loss, damage, or liability or expenses arise out of any negligent act,
error or omission in the performance of the Architect's professional services or in the preparation of
designs,working drawings,specifications and other documents.
4. The Architect shall defend at its own expense any suits or other proceedings brought against the City,
its officers, agents, servants and employees, or any of them on account thereof, and shall pay all
expenses and satisfy all judgments which may be incurred by or rendered against them arising out or
the indemnification; provided and except, however, that this indemnification provision shall not be
construed as requiring the Architect to indemnify or hold the City or any of its officers,agents,servants
or employees harmless from any loss, damages, liability or expense,on account of damage to property
or injuries to person caused by defects or deficiencies in design criteria and information provided to
Architect by City, or any deviation in construction from Architect's designs, working drawings,
specifications or other documents.
5. Without limiting the above indemnity, Architect shall maintain a policy of comprehensive general
liability insurance coverage with carriers acceptable to City in at least the following amounts:
Commercial General Liability $1,000,000 Per Claim
$2,000,000 Aggregate Limit
Workers Compensation
Coverage A: Statutory limits
Coverage B:Employers Liability Insurance
$100,000 Each Accident/Each Occurrence
$100,000 Disease—per each employee
$500,000 Bodily Injury/Disease—Policy Limit
Automobile Liability
$1,000,000 each accident on a combined single basis
OR
$250,000 Property Damage _
$500,000 Bodily Injury per person per occurrencer.' J" 67V L
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Professional Liability Insurance
(Errors and Omissions) $1,000,000 Per Claim
$2,000,000 Project Aggregate
6. Architect shall furnish City a Certificate of Insurance in at least the above amounts. Certificate shall
contain a provision that such insurance cannot be canceled without 30 days prior written notice to City.
The City reserves the right to revise insurance requirements specified in this Agreement to the best
interests of the City, and City shall reimburse Architect to the extent any revision to the insurance
requirements specified in this Agreement result in increased cost to Architect.
7. General Insurance Requirements
7.1. Commercial General Liability coverage shall be endorsed to name the City an Additional Insured
thereon, with respect to the Architect's negligence. The term "City" shall include its employees,
officers,officials,agents,and volunteers as respects the contracted services.
7.2. Certificate(s) of insurance shall document that insurance coverage specified are provided under
applicable policies documented thereon.
7.3. Any failure on part of the City to request required insurance documentation shall not constitute a
waiver of the insurance requirements.
7.4. A minimum of forty-five days notice of cancellation, non-renewal or material change in coverage
shall be provided to the City. A ten days notice shall be acceptable in the event of non-payment of
premium. Such terms shall be endorsed onto Architect's insurance policies. Notice shall be sent to
the Facilities Manager, Transportation and Public Works Department, 1000 Throckmorton, Fort
Worth,TX 76102.
7.5. The City shall not be responsible for the direct payment of any insurance premiums required by this
Agreement. It is understood that insurance cost is an allowable component of the Architect's general
overhead.
7.6. The City reserves the right to revise insurance requirements specified in this agreement according to
the best interests of the City, and City shall reimburse Architect to the extent any revision to the
insurance requirements specified in this Agreement result in increased costs to Architect.
7.7. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise
approved by the City; and, such insurers shall be acceptable to the City in terms of their financial
strength and solvency.
7.8. Deductible limits,or self-insured retentions,affecting insurance required herein may be acceptable to
the City at its sole discretion; and, in lieu of traditional insurance, any alternative coverage
maintained through insurance pools or risk retention groups must be also approved. Dedicated
financial resources or letters of credit may also be acceptable to the City.
7.9. The City shall be entitled, upon its request and without incurring expense,to review the Architect's
insurance policies including endorsements thereto and, at the City's discretion,the Architect may be
required to provide proof of insurance premium payments.
7.10.All insurance, except for the Professional Liability insurance policy, shall be written on a claims
made basis.
7.11.The Professional Liability Policy shall be written on a"claims made"and shall be in effect for the
duration of this Agreement and for 12 months following Architect's issuance of the Certificate of
Substantial Completion. The Architect's current insurer shall list the City as a certificate holder
for a period of ten years following the issuance of the Certificate of Substantial Completion by the
Architect. The City shall be notified at least 30 days prior to cancellation or substantial change in
coverage.
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8. The City shall require its General Contractor to include the Architect as an additional insured on its
general liability insurance.
SECTION X HAZARDOUS MATERIALS
1. City acknowledges Architect will perform part of the work at City's facilities that may contain
hazardous materials, including asbestos containing materials, or conditions, and that Architect had no
prior role in the generation,treatment,storage,or disposition of such materials. In consideration of the
associated risks that may give rise to claims by third parties or employees of City, the City hereby
releases the Architect from any damage or liability related to the presence of such materials.
2. The release required above shall not apply in the event the discharge, release, or escape of hazardous
substances, contaminants, or asbestos containing materials is a result of Architect's negligence or if
Architect brings such hazardous substance, contaminant, or asbestos containing materials onto the
project site.
SECTION XI RIGHT TO AUDIT
1. Architect agrees that the City shall, until the expiration of three(3)years after final payment under this
Agreement, have access to and the right to examine any directly pertinent books, documents, papers
and records of the Architect involving transactions relating to this Agreement. Architect agrees that the
City shall have access during normal working hours to all necessary Architect facilities and shall be
provided adequate and appropriate workspace in order to conduct audits in compliance with the
provisions of this section. The City shall give Architect reasonable advance notice of intended audits.
2. Architect further agrees to include in all its subcontracts hereunder a provision to the effect that the
subconsultant agrees that the City shall,until the expiration of three(3)years after final payment under
the subcontract, have access to and the right to examine any directly pertinent books, documents,
papers and records of such subconsultant, involving transactions to the subcontract, and further, that
City shall have access during normal working hours to all subconsultant facilities,and shall be provided
adequate and appropriate work space, in order to conduct audits in compliance with the provisions of
this article. City shall give subconsultant reasonable advance notice of intended audits.
3. Architect and Subconsultants agree to photocopy such project-related documents as may be requested
by the City. The City agrees to reimburse Architect and Subconsultant for the costs of copies at the
rate published in the Texas Administrative Code.
SECTION XII SUCCESSORS AND ASSIGNS
1. The City and the Architect each bind themselves,their successors and assigns,to the other party to this
Agreement and to the successors and assigns of each other party in respect to all covenants of this
Agreement.
SECTION XIII ASSIGNMENT
1. Neither party hereto shall assign, sublet or transfer its interest herein without prior written consent of
the other party, and any attempted assignment, sublease or transfer of all or any part hereof without
such prior written consent shall be void.
SECTION XIV INDEPENDENT ARCHITECT
1. Architect shall perform all work and services hereunder as an independent Architect, and not as an
officer, agent, servant or employee of the City. Architect shall have exclusive control of, and the
exclusive right to control the details of the work performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, agents, employees and
Subconsultants. Nothing herein shall be construed as creating a partnership or joint venture between
the City and the Architect, its officers, agents, employees and Subconsultants, and doctrine of
respondent superior has no application as between the City and the Architect.
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SECTION XV OBSERVE AND COMPLY
1. Architect shall at all times observe and comply with all Federal and State laws and regulations and with
all City ordinances and regulations which in any way affect this Agreement and the work hereunder,
and shall observe and comply with all orders, laws, ordinances and regulations which may exist or may
be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of
misunderstanding or ignorance thereof shall be considered. Architect agrees to defend, indemnify and
hold harmless City and all its officers, agents and employees from and against all claims or liability
arising out of the violation of any such order,law,ordinance,or regulation,whether it be by itself or its
employees.
SECTION XVI MISCELLANEOUS
1. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas—Fort Worth Division. This Agreement
shall be construed in accordance with the laws of the State of Texas.
2. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised
this Agreement and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party must not be employed in the interpretation of this Agreement or any
amendments or exhibits hereto.
3. This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto
shall not, in any form or manner,be considered a third party beneficiary of this Agreement. Each party
hereto shall be solely responsible for the fulfillment of its own contracts or commitments.
4. Any loss or damage, or delays in or failure of performance of Architect shall not constitute default
hereunder or give rise to any claims for damages if such loss, damage, delay or failure is caused by
"Force Majeure". As herein used, the term "Force Majeure" means any cause which is beyond the
reasonable control of the Architect and which by the exercise of reasonable diligence the Architect is
unable to prevent.
5. The City and the Architect have discussed the roles and risks associated with the project, and have
agreed to apportion the risks such that the total aggregate liability of Architect arising out of the
performance or breach of this Agreement shall not exceed two times the total fee. Notwithstanding any
other provision of this Agreement, Architect shall have no liability to the City for contingent,
consequential, or other indirect damages including, without limitation, damages for loss of use,
revenue, or profit; operating costs and facility downtime; or other similar business interruption lossed,
however the same may be caused. The limitations and exclusions of liability set forth in this Article
shall apply regardless of the fault, breach of contract, tort (including the concurrent or sole and
exclusive negligence),strict liability or otherwise of Architect, its employees or subconsultants.
IN TESTIMONY THEREOF,the City of Fort Worth has caused this instrument to be signed in triplicate in
its name and on its behalf, by its City Manager and attested by its City Secretary, with the Corporate Seal
affixed; and the Architect has also properly executed this instrument in triplicate copies, each of which is
deemed an original.
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EXECUTED IN THE CITY OF FORT WORTH,TEXAS,THIS Z( Oday of APej
A.D.,2006.
By: APPROVED:
Paul Dennehy,AIA
Partner
Dennehy Architects,Inc.
By:
Associate Principal Marc Ott
Assistant City Manager
APPROVAL RECOMMENDED: RECORDED:
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By: By: -Ad �
RobertGoode, Director Marty gendrix
Transportation and Public Works Department City Secretary
NO M&C TIDO UIRED
APPROVED AS TO FORM AND LEGALITY:
By: / Date:
Amy Ramse
Assistant C' Att Zy
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