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HomeMy WebLinkAboutContract 53325 CITY SECRETARY CONTRACT NO. 533�5 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and BAi, LLC, authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as: Richardson Bass Building AV Consulting and Design Services. The Agreement documents shall include the following: 1. This Standard Agreement for Professional Services; 2. Attachment"A"—Scope of Work; 3. Attachment"B"—Verification of Signature Authority Form. Attachments "A" and "B", which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Attachments "A" or "B" and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor for the services set forth in the Scope of Services attached hereto as Attachment "A°. j These services shall be performed in connection with AV consulting and design services for the Richardson Bass Building, AV Renovation at WRMC. (2)Additional services, if any, will be requested in writing by tkie City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing.. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in -- Attachment "A". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". However the total fee paid by the City shall not exceed a total of$62,500.00 unless the City and the Consultant mutually agree upon a fee amount for additional services .and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the v City ev of Fort e:7/1 Texas Standard Agreement for Osalonat EC®RD c� evlslon Date:7/1/2019 I�'I�L��rM+iL- E m � Page 1 of 11 n CITY SECRETARY o m FT. WORTH,TX IM cm a particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City ' from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made,'including any act or omission of the City irr connection with such services. Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of twenty four (24) months, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant,. its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable 'rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth,Texas StandaM Agreement for Professional Services Revision Date:7/1/2019 Project Name Page 2 of 11 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained - all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease-policy.limit $100,000 disease-each employee (2)Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the Will Rogers Memorial Center, Attention: Kevin Kemp, 3401 W. Lancaster Ave., Fort Worth, TX 76017, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall.not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:7/1/2019 Project Name Page 3 of 11 i f. Other than worker's compensation insurance, in lieu of traditional insurance, I City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. 1. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded. or commercial coverage maintained by City shall not Na. called upon to contribute to"loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon-the request of Oity, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article Vlll Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. Either the City or the Consultant for cause may terminate this Agreement if either Party fails .substantially to perform through no fault of the other and does not ,commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter City of Fort Worth,Texas Standard Agreement for Professional Services Revision(late:7/1/2019 PmJect Name Page 4 of 11 i (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice 1 of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article II of this Agreement. (3)All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3)years after final payment under this Agreement, have accesslo and the right -to examine any • directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate.and appropriate workspace in order to conduct audits in compliance with the provisions of this section.' City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant 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 sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub-consultant 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 Consultant and any sub-consultant reasonable advance notice of intended audit. , (3) Consultant and sub-consultants 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. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Dete:7/1/2019 Project Marne Page 6 of 11 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the 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. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local 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. Consultant agrees to defend, indemnify and hold harmless City and all of 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. Article XII Venue and Jurisdiction 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. Article Xlll 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 exhibits hereto. city of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:7/1/201 g Project Name Page 6 of 11 I I Article XIV 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 affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified 'mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth: Attn: Kevin Kemp Assistant Public Events Director 3401 W Lancaster Fort Worth, Texas 76107 Consultant: BAi, LLC Attn: Robert Lee 4245 North Central Expressway,.Suite 600 Dallas, Texas 75205 Article XVI Headings The 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. City of Fort Worth;Texas Standard Agreement for Professional Services Revision Date:7/1/2018 Project Name Page 7 of 11 Article XVII Immigration Nationality Act City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and Identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the + verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. No Boycott of Israel j If Contractor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel' and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor's signature'provides written verification to City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. City of Fort.Worth,Texas Standard Agreement for Professional Services Revision Date:7/1/2010 Project Name Page 8 of 11 Article XVIII Counterparts j This Agreement may be executed in one or more counterparts and each counterpart (' shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Executed and effective this the 90—day of OZ, , 2q f. BY: BY: CITY F F RT W R H CONSULTANT BAi, LLC Pay C MOTH S yy Robert Lee ssis ant ity ager y 6A� Acoustician - Director Date: Date: 11/15/2019 APPROVAL RECOMMENDED: By: ro�rq chard Zavalla, Interim Director Public Events Department APPROVED AS TO FORM AND LEGALITY By: M&C No.: NIA Tyler W Sr. As stant City Attorney OF.� C Date: NA ATTEST: 1295 Certification: Ni"k M ry J. Ka " City Secretary ? xA CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsibje for the monitoring and administration of this contract,Including ensuring all performance and reporting requirements. By. Kevin Kemp Assistant.Public Events Director City of Fort Worth,Texas Standard Agreerner for Professional Services Revision Date:7/1n019 OFFICft "TJRD Pape a of 11 CITY SECRETARY FT. WORTH,TX ATTACHMENT "A" I SCOPE OF WORK City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:7/1/2019 Project Name Page 10 of 11 • I Lam- i SYnce 1935 L LC C O N S U L T A N T S I N ACOUSTICS , . SOUND REINFO R C E M E N T , & A UDIOVASUAL SYSTEMS I 4245 NORTH CENTRAL EXPRESSWAY, SUITE 600 DALLAS. TEXAS 75205 voice: 214.51g.4580 www.baiaustin..com August 26, 2019 Chris Harmon Will Rogers Memorial Center 3401 W. Lancaster Fort Worth, TX 76107 Re: Will Rogers Memorlal'Center—Richardson Bass Building AV Consulting and Design Services Dear Mr. Harmon: We are pleased to present our proposal for AV consulting and design services for the Richardson Bass Building AV Renovation at WRMC. Based on our understanding of the project,the proposed Scope of Services is presented for your review and approval. SUMMARY: Building Program includes the following: • John Justin Arena • West Arena • Pen and Stall Areas • Exercise Areas • Lobby/Concourse Areas • Exhibits Areas Scope of Services: 1. Sound Reinforcement Systems 2. Distributed Video over IP System 3. Empty Conduit and Power Advisory for all AV Systems in Scope SCOPE OF SERVICES: Programming/Concept Phase: 1. Participate in meetings with all participants in the project in order to establish AV Systems program and budget. 2. Submit an AV Program Narrative and Cost Estimate. 3. Work with Owner to reconcile AV program with available budget. 4. Submit a revised AV Program Narrative and Cost Estimate, if necessary. I CEIAP WRMC—Richardson Bass AV Renovation-Proposal August 26,2019 Srnm193S Page 2 Design Phase: 1. Working with the final AV Program Narrative, begin design on AV systems for the building. 2. Provide structural,electrical,and heat loads for AV systems for use by the Owner to i accommodate new AV system. 3. Assist in development of control rooms and other support spaces for the AV systems. 4. Meet with the Owner's Technology Department to ensure AV Systems are being designed to meet Owner's technology standards, If necessary. 5. Submit drawings and specifications at 90%design for Owner review. Provide updated cost estimates of the AV System. 6. Meet with the Owner to review in-progress AV systems construction documents, if necessary. 7. Coordinate with the Electrical Engineer on implementation of AV infrastructure(power and conduit)into Division 26 work. 8. Prepare complete and biddable AV Systems drawings and specifications to include power and infrastructure reference drawings,device plans,schematic one-lines,equipment rack elevations, AV plate details,and any other drawing or detail deemed necessary for bidding purposes. Bid Phase: 1. Assist the Owner in identifying potential AV Systems contractors.who are qualified to complete the level of work detailed in the AV System drawings and specifications. 2. Prepare addenda of the AV System drawings and specifications, as required. 3.- Assist in answering any RFIs during the Bid Phase related to the AV Systems. 4. Provide feedback-to the Owner,as required, on the bid proposals submitted by the qualified AV Systems contractors. Construction Administration Phase: 1. Provide assistance to the Owner,as required,to resolve construction site questions and coordination issues. 2. Provide review of shop drawings and submittals associated with the AV System design. 3. Answer any RFIs related to the AV Systems. 4. Visit the site at agreed upon times to review work in progress related to the AV Systems. Prepare site observations memos at the conclusion of each visit. Prolect Closeout Phase: 1. Upon AV System installation completion,visit the building to perform AV System Commissioning services. This includes audio system setup and tuning,video system testing and setup,and a walk-through and initial training session with the end users. 2. Prepare AV Systems punch-lists for correction by the AV Systems contractor. WRMC—Richardson Bass AV Renovation-Proposal August 26,2019 Page 3 3. Upon AV Systems punch-list completion by the contractor, revisit building to verify all items have been corrected. PROPOSED FEES: For the services listed above,the following fee schedule is proposed: AV Systems Design(Items 1-3 In Scope Summary): $ 62,500 The above design fee is based on an estimated AV System installed cost of$785,000. The following allocation of fee per phase is proposed: Pro ram/Conce t Phase: 10% Design Phase: 75% Construction Administration: 10% Project Closeout 5% The following are items and exclusions related to this proposal; • We will invoice at agreed•upon intervals, but no less than at the end of each phase listed above. • In addition to our fees above, BAi will invoice for all reimbursable expenses incurred in connection with the project,including the following: o Mileage • All expenses will be invoiced at cost. • Additional Services, if requested,will be compensated on an hourly basis at the following rates: Principal Consultant: $200 Technical Systems Designer: $150 Staff Acoustician: $150 Technical Systems Staff: $125 Drafting: $90 • The proposed fees are based on a design and construction schedule of not more than 24 months. If the schedule falls behind by more than 6 months,our fees will be subject to re-negotiation. • The proposal assumes that the Owner will solicit the services of an Architect and Engineering Consultants for the architectural coordination,electrical, mechanical, and structurai engineering on the project. It is understood that the consultants at BAi are not licensed architects or engineers. • Insurance: o BAi carries customary general liability,-workmen's compensation, and other similar insurance. o BAI maintains a Professional Liability policy in the amount of$2M per occurrence and $4M aggregate. Certificates of Insurance are available if requested. WRMC—Richardson Bass AV Renovation- Proposal August 26,2019 Page 4 We appreciate the opportunity of presenting this proposal,'and look forward to working with you on this exciting project. If I can provide any further information at this time, please let me know. Sincerely, BAi, LLC Consultants in Acoustics, Sound Reinforcement&Audiovisual Systems Robert Lee Acoustician—Director Accepted by Date ATTACHMENT `rB" VERIFICATION OF SIGNATURE AUTHORITY Consultant hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Consultant. City is fully entitled to rely on the warranty• and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Consultant. 1. Name: Robert Lee Position,:: Director- Dallas Office Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Richard E. Boner Signature of President/CEO Other Title: Date: 11/15/2019 City of Fort Worth,Texas Standard Agreement for Professional Services Revision Dete 7/1/2019 Project Name Page 11 of 11 I City of Fort Worth Departmental Request for Waiver of MBEISSE Subcontracting/Supplier Goal pablio Events 82,5W.00 DEPARTMENT NAME: ESTIMATED COST. (please select the appropriate ctrole) ORFP ©RFQ ©RFI OCISV Other State Cooperative Program ®Reverse Auction X07M Ail Support doaunrentation needs to be attached to this request, Richardson Base sound system Upgrade 101740 N F OJECT/BIDL PROJECT NO. 6988 10/1812019 SI ATURE O ECT MANAGER EXTENSION DATE NIGP CODE Prior to advertisement, the contracting/managing department shall determine whether the bid/RFP Is ope which hORISBE requirements should not be applied. hOMBE requirements may be waived upon written approval of the Business Dev6lopment Manager, Office of business Diversity (OBD). If one of-the. oonditlons listed below exists, the contraoting/managing department shall notify the Manager via this form,stating the specific reason(,)for requesting a waiver. If the contracting/managing department and the Manager are In conflict over the granting of a waiver, either may appeal to the City Manager,or designee,whose decision is final. Please Check Applicable Reason: A, Office of Business Diversity, A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the OBD,in accordance with the MWBE or BDE Ordinance,because the public or administrative emergency exists which requires the goods or services to be provided with unusual Immediacy; or H. Office of Business Diversity; A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department.and approved by the OBD,in accordance with the MWBE or BDE Ordinance, because the purchase of goods or services is from gources where . subcontracting or supplier opportunities are negligible; or C, Office of Business Diversity: A waiver of the goal for MBE/SBE subcontracting requirements was requested py the Department and approved by the OBD,in accordance with the MWBE or DBE Ordinance, because the application of the provisions of this ordinance will impose an economic risk on the City or unduly delay acquisition of the goods or services; or . A, Office of Business Diversity: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the OBD,in accordance with the'MWBE or DBE Ordinance,because the MWBE Waiver is based on the sole source information provided to the MWBE Office by the managing departnenVa project manager. J E. OTHER: Justify Commodity or Service Waiver Request: This ponlon of the overall project is for consulting and design SSrvkes for a larger projoot that w111 be comp'etittvely bid at a later data. I The design component Is specialized and does not anticipate the need for sub-contractors. ' Please addidonai eete,if needed i 0)317 8A ONLY, Approved Signatu 4UD Authorized Peraonnel Date Not Approved Signature of OBD Authorized Personnel Date Rev.04.014M Office of Business Diversity Email:mwbeoffic*Wortworthtexas.aov