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HomeMy WebLinkAboutContract 35748 CITY SECRETARY CONTRACT NO. EMLLC� STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF TARRANT § PROFESSIONAL SERVICES AGREEMENT This Agreement is made by the City of Fort Worth, Texas, a home rule municipal corporation situated in Tarrant, Denton, Parker and Wise Counties, Texas, hereinafter called "City", and—Brinkley Sargent Architects, hereafter called "Consultant". City and Consultant may be referred to herein individually as a party and collectively as the parties. 1. PROJECT — Market Study / Financial Analysis Study (Phase I) and Facility Conceptual Master Plan/Cost Analysis/Facility Operation Feasibility Study(Phase 2) 2. SCOPE OF SERVICES —The Scope of Services is set forth in Attachment"A"hereto and incorporated herein. 3. COMPENSATION a) Consultant's compensation is set forth in Attachment "B" hereto and incorporated herein. The maximum amount to be paid to Consultant for all services rendered and all expenses incurred hereunder shall not exceed Eighty thousand five-hundred $80 500 . b) Payments to Consultant will be made as follows: i. The Consultant shall provide the City sufficient documentation to reasonably substantiate the invoices. ii. The Consultant will issue monthly invoices for all work performed under this Agreement. Invoices are due and payable within 30 days of receipt. iii. Upon completion of services enumerated in Section 1 of this Agreement, the final payment of any balance will be due within 30 days of receipt of the final invoice. iv. In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. v. If City fails to make payment in full to Consultant for billings contested in good faith within 60 days of the amount due, Consultant may, after giving 7 days'written notice to City, suspend services under this Agreement until paid in full, including interest. In the event of suspension of services, Consultant J'ffl, U GY shall have no liability to City for delays or damages caused City because of such suspension of services. 4. STANDARD OF CARE- The standard of care applicable to Consultant's services will be the degree of skill and diligence normally employed in the State of Texas by professional consultants performing the same or similar services at the time such services are performed. 5. INDEPENDENT CONTRACTOR - Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Consultant 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 agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 6. DISCLOSURE -The Consultant acknowledges to the City that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect. The Consultant further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Agreement and prior to final payment under the Agreement. 7. PREPARATION OF DOCUMENTS - Consultant will provide City the original documents anticipated by the Scope of Work as described by Section 1 hereof. The documents shall become the property of the City. City may use such documents in any manner it desires; provided, however, that the Consultant shall not be liable for the use of such documents for any project other than the Project described herein. 8. MINORITY AND WOMAN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION - In accord with City of Fort Worth Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises in City contracts. Consultant represents that no or a negligible number of subcontracting opportunities exist for this project. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. 9. INSURANCE REQUIREMENTS - a) Consultant shall provide to the City certificate(s) of insurance documenting policies of the following coverage at minimum limits that are to be in effect prior to commencement of work on the Project: Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability $1,000,000 each accident on a combined single limit Or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence A commercial business policy shall provide coverage on"Any Auto", defined as autos owned,hired and non-owned when said vehicle is used in the course of the Project. Workers Compensation Coverage A: Statutory limits Coverage B: Employer's Liability $100,000 each accident $500,000 disease-policy limit $100,000 disease-each employee Professional Liability $1,000,000 each claim $1,000,000 aggregate Professional liability shall be written on a claims-made basis and shall contain a retroactive date prior to the date of the Agreement or the first date of services to be performed,whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the Agreement. An annual certificate of insurance specifically referencing this project shall be submitted to the City for each year following completion of the Agreement. b) Certificates of insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with the Project. i. Applicable policies shall be endorsed to name the City an Additional Insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. ii. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. iii. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. iv. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the City. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the respective Department Director (by name), City of Fort Worth, 1000 Throckmorton,Fort Worth,Texas 76102. v. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A: VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. vi. Deductible limits, or self insured retentions, affecting insurance required herein shall be acceptable to the City in 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. vii. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Project. viii. The City shall be entitled, upon its request and without incurring expense, to review the Consultant's insurance policies including endorsements thereto and, at the City's discretion, the Consultant may be required to provide proof of insurance premium payments. ix. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions in writing. x. For all lines of coverage underwritten on a claims-made basis, other than Professional Liability,the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. xi. The City shall not be responsible for the direct payment of any insurance premiums required by this agreement and all insurance required in this section, with the exception of Professional Liability, shall be written on an occurrence basis. c) Sub consultants and subcontractors to/of the Consultant shall be required by the Consultant to maintain the same or reasonably equivalent insurance coverage as required for the Consultant. When sub consultants/subcontractors maintain insurance coverage, Consultant shall provide City with documentation thereof on a certificate of insurance. 10. RIGHT TO AUDIT— a) Consultant 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 and photocopy any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant 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 Consultant reasonable advance notice of intended audits. b) Consultant further agrees to include in all its subconsultant agreements 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 and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the 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 Section. City shall give subconsultant reasonable advance notice of intended audits. c) Consultant and subconsultant agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. 11. TERMINATION a) City may terminate this Agreement for any reason, at any time, with or without cause, or for the convenience of the City by thirty(30)days' notice in writing to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue all services, work, and investigative activities in connection with the performance of this Agreement and shall proceed to promptly complete all existing investigations and documents, as they are chargeable to this Agreement. If the City terminates this Agreement for convenience pursuant to this Section, the City shall pay Consultant for services actually and satisfactorily performed in accordance herewith prior to such termination, in accordance with a final statement submitted by Consultant documenting the performance of such work. Consultant shall not be entitled to lost or anticipated profits should City choose to exercise its option to terminate. b) Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all documents, including but not limited to written summaries and investigative reports prepared under this Agreement. 12. INDEMNIFICATION- Consultant shall indemnify and hold the City and its officers, agents and employees harmless from any loss, damage liability or expense for damage to property and injuries, including death, to any person, including but not limited to officers, agents or employees of Consultant or subcontractors, which may arise out of any negligent act, error or omission in the performance of this Agreement. Consultant shall defend at his own expense any kits or other proceedings brought against the City, its officers, agents and employees, or-,any of them, resulting from such negligent act, error or omission; and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting from such Consultant's negligent act, error or omission. 13. COMPLIANCE WITH LAW. Consultant, its officers, agents, employees, contractors and subcontractors, shall abide by and comply with all laws, federal, state and local, including the Charter and all ordinances, rules and regulations of the City. It is agreed and understood that, if City calls the attention of Consultant to any such violations on the part of Consultant, its officers, agents, employees, contractors or subcontractors, then Consultant shall immediately desist from and correct such violation. 14. PROHIBITION OF ASSIGNMENT - Neither party hereto shall assign, sublet or transfer their interest herein without the 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. 15. CHOICE OF LAW, VENUE AND JURISDICTION - If any action, whether real or asserted, at laver 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. 16. CONTRACT CONSTRUCTION. 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 Attachments hereto. 17. NO THIRD-PARTY BENEFICIARIES. 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. 18. SEVERABILITY. The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be F affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. 19. PARAGRAPH HEADINGS. The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 20. ASSIGNMENT. 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. 21.NOTICES -Notices to be provided hereunder shall be sent to: If to City: If to Consultant: Director, Dwayne Brinkley,AIA Parks and Community Services Dept. Chairman City of Fort Worth Brinkley Sargent Architects 4200 South Freeway, Suite 2200 5000 Quorum Drive, Suite Fort Worth,Texas 76115-1499600 Dallas,Texas 75254 [Signature Page Follows] qh EXECUTED in multiple originals on this, the-(0 day of , 2007. Brinkley Sargent Architects: City of art Worth: Dwayne B inkley, AIA Libby Watson Chairman Assistant City Manager Recommended: (S:S��I 1 I�.r Ri hard Zavala,Director Parks and Community Services Dept. Approved as to Form and Legality: �/,? Z *,ZX7'� Benita Fall Harper - Assistant City Attorney ATTEST: fN-\a'�ft�� Marty Hend City Secretary Date: Hz- I -7/Authorization. ` ATTACHMENT A SCOPE OF SERVICES JOINT USE FACIL TY CROWLEY ISD/FT.WORTH PARKS AND COMMUNITY SERVICES DEPARTMENT PHASE ONE A. Market Study and Financial Analysis 1. NEEDS ANALYSIS: A. Meet with the steering committee, plus any designated community groups and/or individuals involved in the project to analyze needs and determine objectives. The Consultant will conduct individual interviews as necessary with, for example, local education administrators and/or athletic directors,chamber of commerce representatives, business leaders, private and public recreation providers, health professionals, competitive swim groups, swim coaches, instructors, activity programmers, youth and seniors groups, and others if requested in order to ascertain existing levels of service and the perceived needs of various user groups in the community. B. In addition to individual meetings, The Consultant will participate in a public or by invitation civic meeting to discuss the various issues concerning the proposed facility. This discussion will include images and/or video presentations with commentary on features of other aquatic centers similar to that being considered for this project, background information on historic and contemporary issues in the industry, and an open-forum question-and-answer session to discuss concerns and needs of those individuals and groups attending the meeting. A matrix of programming priorities will be developed and discussed to prioritize programming and facility features. The Consultant will use the results of the interviews and public workshop to develop a needs profile. C. Conduct research and compile demographic information necessary to appropriately evaluate the proposed facility, including population, age distribution, income, weather analysis and economic considerations that could affect the project's viability. D. Prepare and submit an outline of a Design Program of spaces and features for the proposed aquatic center describing the natatorium, pool size, shape and support spaces based on preliminary discussions and meetings noted above. E. Based on the first meeting and committee's review of the outline program, develop with the owner or architect a Design Program for the building with recommendations on the size and shape of the pool(s) as well as architectural and engineering features of the building and support spaces. The Design Program will address the following items: 1. Pool (or pools) or Spaces Design: Size, Depth, Configuration, Water Features, etc. 2. User Populations and Programs to be Supported 3. Lighting Page 1 4. Pool Markings 5. Traffic Patterns 6. Deck Equipment 7. Underwater Features 8. Mechanical Features, Filter System Options,Water Treatment and Automatic Water Treatment Control 9. Spectator Facilities 10. Dressing Room Features and User Spaces 11. Support Spaces and Features(Architectural Materials and Finishes.)(Outline Specification for Building and Pool(s)). F. Provide observations about the general mechanical system for environmental control, including dehumidification, lighting and other building systems required by the building to support general and specialized activities in different wet and dry areas. 2. CONCEPTUAL PLAN: A. Based on the agreed upon program, the Consultant will prepare three concepts. These concepts will reflect various programming emphasis between components of the project. Possible programming elements include competition pool, leisure water and dry side recreation. B. The Consultant will provide a conceptual plan of each building. The purpose of the plans will be to illustrate ways to organize the spaces in a functional arrangement and to confirm that the building footprint will contain the areas proposed in the Design Program. C. The Consultant will meet a second time with the committee to participate in a design workshop. Preliminary concepts and program features will be reviewed and confirmed. A public meeting may or may not be held as a part of this visit. D. Following the meeting, the Consultant will make revisions to the selected plan, if necessary, and mail it to the Committee. 3. COST ANALYSIS: A. The Consultant will prepare an Opinion of Probable Construction Cost for the pool(s) and building. Recent project bid figures of similar projects will be used as well as national estimating guides and local cost adjustment factors. The hard construction cost figures will be supplemented by a development cost factor, which will include such "soft" costs as professional fees, survey, geotechnical report, document reproduction, advertisement for bids and all anticipated expenses related to the administration of the project. The sum of these two cost figures will be the total project cost so that the Owner will have a comprehensive overview before making an informed decision about the project. Page 2 B. The Consultant will prepare a Feasibility Study and will develop an opinion of operations'protocol for the proposed project. The following will be researched and analyzed: 1. Area Aquatic Providers 2. Market Area Demographics Population,Age, Income 3. Area Aquatic User Groups Historic Usage and Project Level of Growth 4. Facility Management Outline Facility Operating Schedule Facility Capacity Limits Organization Chart Job Descriptions Wage Structure Marketing Program 5. Opinion of Probable Revenue Market Penetration Seasonal Usage Develop Fee Structure Opinion of Attendance By User Group Opinion of Revenue 6. Opinion of Probable Expenses Labor Demand Chemical Demand Supply Demand Maintenance and Repair Demand Utility Demand 7. Opinion of Facility Financial Performance 8. Analysis of Sources of Funding C. The Consultant will make a final presentation to the project committee outlining the methods and results of the study. Page 3 PHASE TWO A. Concept Design. Based upon the preferred option selected in Phase One, the Consultant will develop a Concept Design of the proposed facility. This will include site plan, floor plans, exterior elevations and a fly around of the facility utilizing Sketch-Up Software. In the process of design,the Consultant will work with the following groups: - All stakeholders in the facility - Recreational master planning consultant for this site to determine the best location within the context of the master plan for the park - Public by way of public design workshops to solicit responses to design direction In addition to the Concept Plan, the Consultant will also develop more complete and comprehensive project cost estimates and schedules for design completion and construction. Page 4 ATTACHMENT B FEESCHEDULE JOINT USE FACILITY CROWLEY ISD/FT.WORTH PARKS AND COMMUNITY SERVICES DEPARTMENT PHASE FEE One $38,500 Two $37,000 Total Fixed Fee $75,500 Reimbursable Budget $5,000 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 7/24/2007 - Ord No. 17671-07-2007 DATE: Tuesday, July 24, 2007 LOG NAME: 80SWCENTER REFERENCE NO.: C-22270 SUBJECT: Authorize the Execution of Professional Services Agreement with Brinkley Sargent Architects to Conduct a Feasibility Study and Conceptual Design for a Joint Use Facility at Southwest Community Park and Adopt the Attached Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to accept $40,250 from the Crowley Independent School District as their cost participation share for Phase I Market/Financial Analysis Study and Phase II - Joint Use Facility Conceptual Master Plan/Joint Use Facility Operation Feasibility Study for a Joint Use Facility at Southwest Community Park Phase One Assessment Services; 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Parks Improvements Fund by $40,250 from available funds contingent upon receipt of the check from Crowley; and 3. Authorize the City Manager to execute a professional services agreement with Brinkley Sargent Architects in the amount of $80,500 for Phase I Market/Financial Analysis Study and Phase 11 - Joint Use Facility Conceptual Master Plan/Joint Use Facility Operation Feasibility Study for a Joint Use Facility at Southwest Community Park. DISCUSSION: On July 11, 2006, (M&C C-21565) the City Council authorized the City Manager to enter into an Interlocal Agreement with the Crowley Independent School District (CISD) to master plan and develop a joint use natatorium/community center facility at Southwest Community Park. Subsequent discussions held between the Parks and Community Services Department (PACSD) and CISD determined a more detailed market analysis was necessary. In January 2007 interviews were held and the firm of Brinkley Sargent Architects was selected to perform Phase I and II services for this joint venture. Phase I and II services will include a detailed market survey, financial analysis of facility development and operation and preliminary concept design of the proposed joint use natatorium/community center facility. These services are scheduled to be completed by January 2008, at which time PACSD and CISD will negotiate scope of services for final design and preparation of construction documents. M/WBE Waiver was approved, based on the information provided to the M/WBE Office by the managing department requesting the waiver. The Southwest Community Park Joint Use Facility is located in COUNCIL DISTRICT 6. http://www.cfwnet.org/council_packet/Reports/mc_print.asp 7/24/2007 Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations, receipt of the check from Crowley ISD and adoption of the attached appropriation ordinance, funds will be available in the current capital budget, as appropriated, of the Parks Improvement Fund. TO Fund/Account/Centers FROM Fund/Account/Centers C280 488100 806450012930 $40,250.00 C280 539120 806450012930 $80,500.00 C280 539120 806450012930 $40,250.00 Submitted for City Manager's Office by: Libby Watson (6183) Originating Department Head: Richard Zavala (5704) Additional Information Contact: Mike Ficke (5746) lttp://www.cfwnet.org/council_packet/Reports/mc_print.asp 7/24/2007