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HomeMy WebLinkAboutContract 42518 CITY SECRETARY CONTRACT NO.,4 IS; 116 �� CITY of FORT WORTH, TEXAS AGREEMENT FOR PROFESSIONAL CONSULTANT DESIGN SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Schuler & Shook, Inc. authorized to do business in Texas (the "PROFESSIONAL CONSULTANT"), for a PROJECT generally described as: Provide Theater Lighting Design Services for the Auditorium at Will Rogers Memorial Center. Article I Scope of Services A. Scope of Services is set forth in Attachment A. Article II Compensation A. The PROFESSIONAL CONSULTANT'S compensation is set forth in Attachment A. Article III Terms of Payment Payments to the PROFESSIONAL CONSULTANT will be made as follows: A. Invoice and Payment (1) The PROFESSIONAL CONSULTANT shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in Attachment A to this AGREEMENT, to reasonably substantiate the invoices. (2) The PROFESSIONAL CONSULTANT will issue monthly invoices for all work performed under this AGREEMENT. Invoices are due and payable within 30 days of receipt. (3) Upon completion of services enumerated in Article I, the final payment of any balance will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisput j po Ion paid. The CITY will exercise reasonableness in contesting 4r9%nAP0C&VURD thereof. No interest will accrue on any contested portion f C4gF bbl. RY FTT, WORTH, TIC WRMC Auditorium Lighting(October 2011) Pagel of 17 Schuler Shook r mutually resolved. (5) If the CITY fails to make payment in full to PROFESSIONAL CONSULTANT for billings contested in good faith within 66 days of the amount due, the PROFESSIONAL CONSULTANT may, after ivin 7 days' g g Y written notice to CITY, suspend services under this AGREEMENT until p aid in full. in the event of suspension of services, the PROFESSIONAL CONSULTANT shall have no liability to CITY for delays or damages caused g the CITY because of such suspension of services. Article IV Obligations of the Professional consultant Amendments to Article IV, if any, are included in Attachment B. A. General The PROFESSIONAL CONSULTANT will serve as the CITY'S p rofessional representative under this AGREEMENT, providing professional consultation and advice and furnishing customary services incidental thereto. B. Standard of care The standard of care applicable to the PROFESSIONAL CONSULTANT'S services will be the degree of skill and diligence normally employed in the State of Texas by professional engineers or consultants erformin the same p g or similar services at the time such services are performed. C. Subsurface Investigations This paragraph is not applicable for this project. D. Preparation of Professional consultant Drawings g The PROFESSIONAL CONSULTANT will provide to the CITY the original drawings wings of all plans in ink on reproducible Mylar sheets and electronic files In .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the PROFESSIONAL CONSULTANT shall not be liable for the use of such drawings for any project other than the PROJECT described herein. WRMC Auditorium Lighting(October 2011) Page 2 of 17 Schuler Shook e . E. Professional Consultant's Personnel at Construction Site (1) The presence or duties of the PROFESSIONAL CONSULTANT'S personnel at a construction site, whether as on-site representatives or otherwise, do not make the PROFESSIONAL CONSULTANT or its personnel in any way responsible for those duties that belon g to the CITY and/or the CITY'S construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, g , duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work. The PROFESSIONAL CONSULTANT and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the PROFESSIONAL CONSULTANT or its p ersonnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will p , be in accordance with the Contract Documents, nor shall anything in the v g Contract Documents or the agreement between CITY and PROFESSIONAL CONSULTANT be construed as requiring PROFESSIONAL CONSULTANT to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the PROFESSIONAL CONSULTANT makes on-site observation(s) of a deviation from the Contract Documents the PROFESSIONAL CONSULTANT shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to p erform the services set forth in the Scope of Services, the PROFESSIONAL CONSULTANT shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the Contract Documents. F. opinions of Probable Cost, Financial Considerations, and Schedules (1) The PROFESSIONAL CONSULTANT shall p rovide opinions of p probable costs based on the current available information at the time of preparation, in accordance with Attachment A. WRMC Auditorium Lighting(October 2011) Page 3 of 17 Schuler Shook (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the PROFESSIONAL CONSULTANT has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating p g personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the PROFESSIONAL CONSULTANT makes no warran ty that the CITY'S actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the PROFESSIONAL CONSULTANT'S opinions, analyses, projections, or estimates. G. construction Progress Payments Recommendations by the PROFESSIONAL CONSULTANT to the CITY for periodic construction progress payments to the construction contractor will be based on the PROFESSIONAL CONSULTANT'S knowledge, g , information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the PROFESSIONAL CONSULTANT to ascertain that the construction contractor has completed the work in exact accordance with the Contract Documents; that the final work will be acceptable in all respects; that the p , PROFESSIONAL CONSULTANT has made an examination to ascertain how or for what purpose the construction contractor has used the moneys y paid, that title to any of the work, materials, or equipment has p assed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and ma y Y not always represent p the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The PROFESSIONAL CONSULTANT is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Minority and Woman business Enterprise (M/WBE) Participation This paragraph is not applicable for this project. WRMC Auditorium Lighting(October 2011) Page 4 of 17 Schuler Shook J. Right to Audit (1) PROFESSIONAL CONSULTANT agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the PROFESSIONAL CONSULTANT involving transactions relating to this contract. PROFESSIONAL CONSULTANT agrees that the CITY shall have access during normal working hours to all necessary PROFESSIONAL CONSULTANT facilities and shall be provided adequate and appropriate ro raate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give PROFESSIONAL CONSULTANT reasonable advance notice of intended audits. (2) PROFESSIONAL CONSULTANT further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the CITY shall, until the expiration of five (5) ears � � Y 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 subcontractor, involving transactions to the subcontract, and further, that the CITY shall have access during normal workin g hours to all subcontractor facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subcontractor reasonable advance notice of intended audits. (3) PROFESSIONAL CONSULTANT and subcontractor agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse PROFESSIONAL CONSULTANT for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. K. insurance (1) PROFESSIONAL CONSULTANT'S INSURANCE a. Commercial General Liability -- the PROFESSIONAL CONSULTANT shall maintain commercial general liability (CGL) and, if necessa ry, commercial umbrella insurance with a limit of not less than $1,000,000-00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply pp Y separately to this PROJECT or location. i. The CITY shall be included as an insured under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. WRMC Auditorium Lighting(October 2011) Page 5 of 17 Schuler Shook I This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The Commercial General Liability insurance olio shall p Y have no exclusions by endorsements that would alter or nullify.- premises/operations, productslcompleted operations, contractual personal injury, or advertizing injury, which are normally contained within the policy, unless the CITY approves such exclusions in writing. ii. PROFESSIONAL CONSULTANT waives all rights against the i g g CITY and its agents, officers, directors rectors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement. b. Business Auto -- the PROFESSIONAL CONSULTANT shall maintain business auto liability and, if necessary, commercial umbrella liabili • liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of "any auto", including owned hired, and non--owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non--owned is acceptable. i. PROFESSIONAL CONSULTANT waives all rights against the . g g CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by PROFESSIONAL CONSULTANT p ursuant to this agreement or under any applicable auto physical damage coverage. Y g c. Workers' compensation -- PROFESSIONAL CONSULTANT shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000-00 each accident for bodily injury inJ ju b accident or Y $100,000-00 each employee for bodily injury b Y disease, with $5007000.00 policy limit. i. PROFESSIONAL CONSULTANT waives all g rights against the g CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employers liability or commercial umbrella insurance obtained by PROFESSIONAL CONSULTANT pursuant to this agreement. d. Professional Liability — the PROFESSIONAL CONSULTANT shall WRMC Auditorium Lighting(October 2Q 11) Page 5 of 17 Schuler Shook e maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The olio shall p y contain a retroactive date prior to the date of the contract or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years followin g completion letion of the p contract. An annual certificate of insurance specifically g referencin this project shall be submitted to the CITY for each year followin g completion letion of the contract. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the PROFESSIONAL CONSULTANT has obtained all required insurance shall be delivered to the CITY prior to PROFESSIONAL CONSULTANT roceedin with h PROJECT. p g to b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, as its interests may appear. The term CITY shall all include its employees, officers, officials, agents, and volunteers g as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. pp p d. Any failure on part of the CITY to request required q q insurance documentation shall not constitute a waiver of the insurance requirements. e. 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 PROFESSIONAL CONSULTANT'S insurance policies. Notice p t ce shall be sent to the respective Department Director (by name. }� City of Fort Worth, 1000 Throckmorton, Fort Worth Texas 70102. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or g reater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength Y q e gth and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of 25 $ 000.00 that would change or alter the requirements herein is subject to approval b J pp y the CITY in writing, if coverage is not provided on a first-dollar basis.s The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention rou s. Dedicated g p WRMC Auditorium Lighting(October 2011) Page 7 of 17 Schuler Shook r financial resources or letters of credit may also be acceptable to th CITY. Y p e h. Applicable policies shall each be endorsed with a waiver of subrogation g in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring curring expense, to review the PROFESSIONAL CONSULTANT'S insurance policies including endorsements thereto and, at the CITY'S discretion; the PROFESSIONAL CONSULTANT may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, nderwritten ty on a claims-made basis, shall contain a retroactive date 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 i s claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final a men p y t and termination of any coverage required to be maintained after final payments. I. The CITY shall not be responsible for the direct a ment o p y f any insurance premiums required by this agreement. m. Subcontractors to/of the PROFESSIONAL CONSULTANT shall be required by the PROFESSIONAL CONSULTANT to maintain the same or reasonably equivalent insurance coverage as required for the PROFESSIONAL CONSULTANT. When sub subcontractors maintain a ntain insurance coverage, PROFESSIONAL CONSULTANT shall r p ovide CITY with documentation thereof on a certificate of insurance. L. Independent Professional Consultant The PROFESSIONAL CONSULTANT agrees to erform all services p as an independent PROFESSIONAL CONSULTANT and not as a subcontractor, agent, or employee of the CITY. WRMC Auditorium Lighting(October 2011) Page s of 17 Schuler Shook M. Disclosure The PROFESSIONAL CONSULTANT acknowledges to the CITY g that it has made full disclosure in writing of any existing onflicts of interest or g potential conflicts of interest, including personal financial interest direct or indirect, in property abutting the proposed PROJECT and business relationships with th abutting property cities. The PROFESSIONAL CONSULTANT further acknowledges that it will make disclosure in writing f an conflicts of g y interest that develop subsequent to the signing of this contract and ri r p o to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in an form y are encountered or suspected, the PROFESSIONAL CONSULTANT will stop ts own work in the e affected portions of the PROJECT to permit testis and evaluation. . (2) If asbestos or other hazardous substances are suspected,p the CITY may request the PROFESSIONAL CONSULTANT to assist in obtainin g the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to g g comply with published design criteria and/or current engineering practice standards g p which the PROFESSIONAL CONSULTANT should have been aware of at the time this Agreement was executed, the PROFESSIONAL CONSULTANT shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the e permitting authorities' published design criteria and/or ractice standards criteria a which are published after the date of this Agreement which the PROFESSIONAL CONSULTANT could not have been reasonably aware of, the PROFESSIONAL CONSULTANT shall notify he CITY of such fy changes and an adjustment in compensation will be made through an amendment AGREEMENT. g t to this P. Schedule PROFESSIONAL CONSULTANT shall manse the PROJECT OJECT in accordance with the schedule developed per Attachment A to AGREEMENT. p this WRMC Auditorium Lighting(October 2011) Page 9 of 17 Schuler Shook Article V Obligations of the City Amendments to Article V, if any, are included in Attachment B. A. City-Furnished Data PROFESSIONAL CONSULTANT may rely upon the accurac y, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the PROFESSIONAL CONSULTANT as required for the PROFESSIONAL CONSULTANT'S performance of its services. The CITY will perform, at no cost to the PROFESSIONAL CONSULTANT, such tests of equipment, machine pipelines, and other components of the CITY'S facilities as may required uired q in connection with the PROFESSIONAL CONSULTANT'S services. The CITY will be responsible for all acts of the CITY'S p ersonnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements rights-of- way, and access necessary for the PROFESSIONAL CONSULTANT'S services or PROJECT construction. D. Timely Review The CITY will examine the PROFESSIONAL CONSULTANT'S studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required b the CITY in a timely y manner in accordance with the project schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the PROFESSIONAL CONSULTANT whenever CITY observes or becomes aware of any development that affects the scope or timing f the PROFESSIONAL AL CONSULTANTS services or of any defect in the work of the PROFESSIONAL CONSULTANT or construction contractors. WRMC Auditorium Lighting(October 2011) Page lo of 17 Schuler Shook F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges PROFESSIONAL CONSULTANT will perform 1 p m part of the work at CITY'S facilities that may contain hazardous materials including asbestos containing materials, or conditions and that at PROFESSIONAL CONSULTANT had no prior role in the enerati g on, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims b third parties y p s or employees of City, City hereby releases PROFESSIONAL CONSULTANT 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 is a result of PROFESSIONAL CONSULTANT'S negligence or if PROFESSIONAL CONSULTANT brings such hazardous substance contaminant or asbestos onto the project. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions . p of Article IV.E. regarding the PROFESSIONAL CONSULTANT'S Personnel at Construction Site, and provisions providing contractor indemnification of the CITY and the PROFESSIONAL CONSULTANT for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following lause in all contracts with th construction contractors and equipment or materials suppliers. "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the PROFESSIONAL CONSULTANT, its officers, employees, and subcontractors for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertakin g Y b the PROFESSIONAL CONSULTANT." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the PROFESSIONAL CONSULTANT and there are no third- party d beneficiaries. (3) The CITY will include in each agreement it enters into with any r oth e entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this Agreement. WRMC Auditorium Lighting(October 2011) Page 11 of 17 Schuler Shook i (4) Nothing contained in this section V.H. shall be construed as a waiver of any right the CITY has to bring a claim against PROFESSIONAL CONSULTANT. 1. City's Insurance (1) The CITY may maintain property insurance on certain re-existing p g structures associated with the PROJECT. (2) The CITY will ensure that Builders Risk/Installation insurance is maintained at the replacement cost value of the PROJECT. The CITY may provide PROFESSIONAL CONSULTANT a co py of the policy y or documentation of such on a certificate of insurance. (3) The CITY will specify that the Builders Risk/Installation insurance shall be comprehensive in coverage appropriate to the PROJECT risks. J. Litigation Assistance The Scope of Services does not include costs of the PROFESSIONAL CONSULTANT for required or requested assistance to support, prepare, pp p p e, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the PROFESSIONAL CONSULTANT, this AGREEMENT shall be amended or a separate p e agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope. g g of Services in this AGREEMENT. If such changes affect the PROFESSIONAL ONAL CONSULTANTS cost of or time required for erformance of the services,, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions Amendments to Article VI, if any, are included in Attachment B. A. Authorization to Proceed PROFESSIONAL CONSULTANT shall be authorized to roceed with this s AGREEMENT upon receipt of a written Notice to Proceed from the CITY. WRMC Auditorium Lighting(October 2011) Page 12 of 17 Schuler Shook r B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work p roducts of the PROFESSIONAL CONSULTANT, 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 PROFESSIONAL CONSULTANT will be at the CITY's sole risk. The CITY shall own the final ns desi drawings, g g , specifications and documents. C. Force Ma jeu re The PROFESSIONAL CONSULTANT is not es or responsible for damages g delay in performance caused by acts of God, strikes, lockouts accidents or other events beyond the control of the PROFESSIONAL CONSULTANT that prevent PROFESSIONAL CONSULTANT'S performance of its obligations h g hereunder. D. Termination (1) This AGREEMENT may be terminated only Y y b the City for convenience on 30 days' written notice. This AGREEMENT may be ter Y urinated by either the CITY or the PROFESSIONAL CONSULTANT for cause if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with in 5 days of written Y ritten notice and diligently complete the correction thereafter. (2) If this AGREEMENT is terminated for the convenience of the City,y, PROFESSIONAL CONSULTANT will be paid for termination expenses as follows: a.) Cost of reproduction of partial or complete studies plans, , specifications or other forms of PROFESSIONAL CONSULTANT'S work product; b.} Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c.} The time requirements for the PROFESSIONAL CONSULTANT'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the PROFESSIONAL CONSULTANT will submit to the CITY an itemized statement of all WRMC Auditorium Lighting(October 2011) Page 13 of 17 Schuler Shook termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay,y, or interruption, an equitable adjustment in the PROJECT'S schedule commitment and cost of the PROFESSIONAL CONSULTANT'S p ersonnel and subcontractors, and PROFESSIONAL CONSULTANT'S compensation will be made. F. Indemnification In accordance with Texas Local Government Code Section 271.994 the PROFESSIONAL CONSULTANT shall indemnify and hold harmless the CITY against liability for any damage caused by or resultin g from an act of negligence, intentional tort, intellectual property infringement, or failure to a pY a subcontractor or supplier committed by the PROFESSIONAL CONSULTANT or PROFESSIONAL CONSULTANT'S agent, consultant under contract, or another entity over which the PROFESSIONAL CONSULTANT exercises control. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Interpretation Limitations on liability and indemnities in this AGREEMENT are business understandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence for limitations of liability and sole negligence for indemnification. Parties mean the CITY and the PROFESSIONAL CONSULTANT, and their officers, employees, agents, and subcontractors. Y g I. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. WRMC Auditorium Lighting(October 2011) Page 14 of 17 Schuler Shook a J. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, ty illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F. VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. K. observe and Comply PROFESSIONAL CONSULTANT 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 b governing g bodies having jurisdiction or authority for such enactment. No p lea of misunderstanding or ignorance thereof shall be considered. PROFESSIONAL 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 V11 Attachments, Schedules, and Signatures This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, supersedes all prior written or oral s understandin and may only be understandings, Y Y changed by a written amendment executed by both parties. The followin g attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Services, Compensation, and Schedule Attachment B -Amendments to Standard Agreement for Engineering Services g g XXXXXXXXXXX The remainder of this page is intentionally left blank XXXXXXXXXXXX WRMC Auditorium Lighting(October 2011) Page 15 of 17 Schuler Shook Executed and effective this the day Y of g_� _. ATTEST: .� CITY OF FORT WORTH: . ' IF 0 -OF 040 00 o Q Y: Ait Marty Hendrix '�0 a Q eFernando Costa City ecrets � � ��� Y rY d 0 Assistant City Manager 0 '- vo �0 �Od 0 00000 0 8D IV APPR VET-AS,TO FORM AND L APPROVAL RECOMMENDED: f r s # E Y: By. Douglas W. Black Dougl W. Wiersi , PE 6i�5 g Assistant City Attorney Director, Transportation and Public Works Department M&C No.: M&C Is Not Re uired PROFESSIONAL CONSULTW: M&C Date: By: Jack P ag ler, ASTC Partner OFFICIAL RECORD CITY SECRETARY FT, WORTH, TX WRMC Auditorium Lighting (October 2011) Page-16 of .17 Schuler Shook ATTACHMENT A - SCOPE of SERVICES, COMPENSATION, SCHEDULE Refer to the attached Schuler Shook letter dated October 3, 2011, subject: Will Rogers Memorial Center, Fort Worth, Texas. If any conflict arises between the Attachments/Exhibits and the Agreement, the terms of the Agreement shall control. ATTACHMENT B - AMENDMENTS To AGREEMENT NONE WRMC Auditorium Lighting(October 2011) Page 17 of 17 Schuler Shook THEATRE PLANNERS Schuter'Shook 3 October 2011 Mr.James Horner, City of Fort Worth, Texas,Attention: Public Works Department, 1201 Houston Street, Fort Worth, Texas 75102-5490 Re: Will Rogers Memorial Center Auditorium, Fort Worth, Texas JAMES, this proposal outlines the scope of work and cast for our services as theatre consultants for the above named project. Schuler Shook propose to provide theatre lighting design services for stage and house dimming system renovation at the Will Rogers Memorial Center. Schuler Shook's scope of services are listed below. Schuler shook Scope of Services 1. Evaluate existing conditions and equipment. 2. Recommend new equipment appropriate to the owner's goals, operations and budget. 3. Design the renovation based on attached memorandum dated 14 September 20111 Hagler to Horner. Prepare drawings and specifications for the work described. 4. Discuss the coordination of construction documents with the engineer(s) as appropriate. 5. Assist in the identification and qualification of specialty contractors. C. Assist in the preparation of addenda. 7. Assist in the review of bids and suggested substitutions by bidders. 8. Provide consultation as required during construction to resolve job site questions and coordination issues. 9. Provide review and recommendations on shop drawings and submittals. 10. Review and respond to contractor Requests for Information. 11. Conduct job site visits to observe work in progress, and assist in the coordination of related trades at the job site. 12. Observe completed installations and submit punch list items. Observe system commissioning for all related systems. Our fees for the above services will be Twenty Four Thousand Five Hundred Fifty and no/100 Dollars ($24,550.00). We will invoice on a monthly basis in proportion to the percentage of our work completed. In addition to our fees, we will invoice for all reimbursable expenses incurred in connection with the project, including the following: • Reproductions • Plotting services CHICAGO MINNEAPOLIS DALLAS 3 25 Narth Saint Pt1t+ Suit['3250 Dallas.TX 7201 T 21.1 747 8300 F 21.1 747 8400 scholershook, om r SchulerShook Jaynes Horner,3 October 2011, Page 2 • Delivery services • Materials related to site tests and mock-ups • Procurement and training costs for any required software packages over and above those currently owned and utilized by Schuler Shook • Costs associated with insurance coverages over and above those currently carried by Schuler Shook, including coverage of Additional Insured parties These direct expenses will be billed at cost multiplied by a factor of 1.0. For this project we estimate that expenses will total approximately$300.00. Billing will occur on a monthly basis, net 30 days. An interest charge of 1.5% per month will be added to all past due amounts. •If additional services are requested, or in the event of substantial revisions or changes which expand the scope or nature of the project or which result in the performance of services which are not covered in this proposal, Schuler Shook shall be compensated on an hourly basis at our rates in effect at the time the service is provided. Our hourly rates are adjusted annually. To prepare our deliverables we will scan and overlay backgrounds from our archival files. The backgrounds will be somewhat dimensionally accurate. The backgrounds are not warranted for accuracy for use on any other projects. The above fees are based on a design and construction schedule of not more than 12 months. if at any point in the design or construction period, the project falls more than six (5) months behind schedule, our fees will be subject to re-negotiation accordingly. Drawings, specifications, and other documents prepared by Schuler shook are instruments of our service for use solely with respect to this project. Schuler Shook shall be deemed the author and owner of these documents. The City of Fort Worth, Texas may retain copies of our documents for information and reference but shall not use the documents on other projects. This proposal assumes that the City of Fort Worth, Texas and other of its sub-contractors will be responsible for the administration, architectural coordination, and electrical, mechanical, and structural engineering for the project. It is understood that as theatre consultants we are not licensed as architects or engineers. we shall endeavor to comply with local codes and requirements in association with the project architects and engineers, but said compliance shall be the responsibility of the project architects, engineers, and contractors. �%� t;4 t;q t4 t�t r s SchuterShook James Horner,3 October 2011, Page 3 Thank you for the opportunity to present this proposal, and we hope you find it complete and acceptable. To authorize us to begin work, please sign and return a copy to us. we look forward to working with you on this project. SCHULER SHOOK Jack P. Hagler ASTO Partner CITY OF FORT WORTH, TEXAS Signature date Print Name and Title