HomeMy WebLinkAboutContract 44544 (2)CITY SECRETA�` � �
CONTRA�T N0. �w�"'
CITY OF FORT WORTH, TEXAS
AGREEMENT FOR PROFESSIONAL CONSULTANT 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:
Observe and Report on the Condition of the Existing Theater Stage Rigging System at
the Auditorium at the Will Rogers Memorial Center in Fort Worth, Texas.
Article I
Scope of Services
A. Scope of Services is set forth in Attachment A.
Article II
Compensation
A. The PROFESSIONAL CONSULTANT'S compensation (fixed fee of
$7,500.00 plus not to exceed $200.00 in reimbursable expenses) 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
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contested will be withheld from payment, and the undisputed portion will be
paid. The 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.
(5) If the CITY fails to make payment in full to PROFESSIONAL
CONSULTANT for billings contested in good faith within 60 days of the
amount due, the PROFESSIONAL CONSULTANT may, after giving 7 days'
written notice to CITY, suspend services under this AGREEMENT until paid
in full. In the event of suspension of services, the PROFESSIONAL
CONSULTANT shall have no liability to CITY for delays or damages caused
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 professional
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 perForming the
same 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
The PROFESSIONAL CONSU�TANT will provide to the CITY the original
drawings 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.
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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 belong 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,
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 personnel
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
be in accordance with the Contract Documents, nor shall anything in the
Contract Documents or the agreement befinreen 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 perform 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 provide opinions of
probable costs based on the current available information at the time
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of preparation, in accordance with Attachment A.
(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 personnel; and other economic and operational factors that
may materially affect the ultimate PROJECT cost or schedule.
Therefore, the PROFESSIONA� CONSULTANT makes no warranty
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,
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
PROFESSIONAL CONSULTANT has made an examination to ascertain
how or for what purpose the construction contractor has used the moneys
paid; that title to any of the work, materials, or equipment has passed 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 may not always
represent 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.
Small Business Enterprise (SBE) Participation
This paragraph is not applicable for this project.
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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 CONSU�TANT agrees that the CITY shall have access
during normal working hours to all necessary PROFESSIONAL
CONSULTANT facilities and shall be provided adequate and appropriate
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) PROFESSIONA� 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)
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 subcontractor, involving transactions to the
subcontract, and further, that the CITY shall have access during normal
working 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 necessary,
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
separately to this PROJECT or location.
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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.
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 policy shall
have no exclusions by endorsements that would alter or nullify:
premises/operations, products/completed 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
CITY and its agents, officers, directors 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 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
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
pursuant to this agreement or under any applicable auto physical
damage coverage.
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 by accident or
$100,000.00 each employee for bodily injury by disease, with
$500,000.00 policy limit.
i. PROFESSIONAL CONSULTANT waives all rights against the
CITY and its agents, officers, directors and employees for
recovery of damages to the extent these damages are covered
by workers compensation and employer's liability or commercial
umbrella insurance obtained by PROFESSIONAL
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CONSULTANT pursuant to this agreement.
d. Professional Liability — the PROFESSIONAL CONSULTANT shall
maintain professional liability, a claims-made policy, with a minimum of
$1,000,000.00 per claim and aggregate. The policy shall 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 following the completion of the
contract. An annual certificate of insurance specifically referencing this
project shall be submitted to the CITY for each year following completion
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 CONSU�TANT proceeding with the
PROJECT.
b. 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.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this agreement are provided under applicable policies
documented thereon.
d. Any failure on part of the CITY to request required 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 shall be sent to the respective Department Director (by
name), City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas
76102.
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 greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self insured retention in excess of $25,000.00 that
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would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
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, underwritten 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 is
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
payment and termination of any coverage required to be maintained
after final payments.
I. The CITY shall not be responsible for the direct payment of 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
PROFESSIONA� CONSULTANT. When sub subcontractors maintain
insurance coverage, PROFESSIONAL CONSULTANT shall provide
CITY with documentation thereof on a certificate of insurance.
L. Independent Professional Consultant
The PROFESSIONAL CONSULTANT agrees to perform all services as an
independent PROFESSIONAL CONSULTANT and not as a subcontractor,
agent, or employee of the CITY.
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M. Disclosure
The PROFESSIONAL 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, in
property abutting the proposed PROJECT and business relationships with
abutting property cities. The PROFESSIONAL CONSU�TANT further
acknowledges that it will make disclosure in writing of any conflicts of
interest that develop subsequent to the signing of this contract and prior to
final payment under the contract.
N. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or
suspected, the PROFESSIONAL CONSULTANT will stop its own work
in the affected portions of the PROJECT to permit testing and
evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY
may request the PROFESSIONAL CONSULTANT to assist in obtaining
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 comply with
published design criteria and/or current engineering practice standards
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 permitting authorities' published design criteria and/or
practice standards criteria 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 the CITY of such changes and an adjustment in compensation will be
made through an amendment to this AGREEMENT.
P. Schedule
PROFESSIONAL CONSULTANT shall manage the PROJECT in
accordance with the schedule developed per Attachment A to this
AGREEMENT.
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Article V
Obligations of the City
Amendments to Article V, if any, are included in Attachment B.
A. City-Furnished Data
PROFESSIONA� CONSULTANT may rely upon the accuracy, 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, machinery,
pipelines, and other components of the CITY'S facilities as may be required
in connection with the PROFESSIONAL CONSULTANT'S services. The
CITY will be responsible for all acts of the CITY'S personnel.
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 by the CITY in
a timely 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 of the PROFESSIONAL
CONSULTANT'S services or of any defect in the work of the
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PROFESSIONAL CONSULTANT or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges PROFESSIONA� CONSULTANT will perform
part of the work at CITY'S facilities that may contain hazardous materials,
including asbestos containing materials, or conditions, and that
PROFESSIONA� CONSULTANT had no prior role in the generation,
treatment, storage, or disposition of such materials. In consideration of
the associated risks that may give rise to claims by third parties or
employees of City, 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 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 clause in all contracts with
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 undertaking by
the PROFESSIONAL CONSULTANT."
(2) This AGREEMENT gives no rights or benefits to anyone other than
the CITY and the PROFESSIONA� CONSULTANT and there are no third-
party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other
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entity or person regarding the PROJECT a provision that such entity or
person shall have no third-party beneficiary rights under this Agreement.
(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.
I. City's Insurance
(1) The CITY may maintain property insurance on certain pre-existing
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 copy of the policy 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,
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
agreement will be negotiated between the parties.
K. Changes
The CITY may make or approve changes within the general Scope of
Services in this AGREEMENT. If such changes affect the
PROFESSIONAL CONSULTANT'S cost of or time required for
perFormance 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 CONSU�TANT shall be authorized to proceed with this
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AGREEMENT upon receipt of a written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products
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
designs, drawings, specifications and documents.
C. Force Majeure
The PROFESSIONAL CONSULTANT is not responsible for damages or
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 hereunder.
D. Termination
(1) This AGREEMENT may be terminated only by the City for
convenience on 30 days' written notice. This AGREEMENT may be
terminated 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 notice and diligently complete the correction thereafter.
(2) If this AGREEMENT is terminated for the convenience of the City,
the 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 PROFESSIONA�
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.
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(3) Prior to proceeding with termination services, the PROFESSIONAL
CONSULTANT will submit to the CITY an itemized statement of all
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, or
interruption, an equitable adjustment in the PROJECT'S schedule,
commitment and cost of the PROFESSIONAL CONSULTANT'S personnel
and subcontractors, and PROFESSIONAL CONSULTANT'S compensation
will be made.
F. Indemnification
In accordance with Texas Local Government Code Section 271.904, the
PROFESSIONAL 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
PROFESSIONAL CONSULTANT or PROFESSIONAL CONSU�TANT'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.
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 Tarranl
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County, Texas.
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,
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 by governing
bodies having jurisdiction or authority for such enactment. No plea 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 VII
Attachments, Schedules, and Signatures
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. The following 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
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Executed and effective this the �-�day of ( -, 20��
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v
ATTEST:
:
City Secretary
APPROVED AS TO FORM AND
By: n �1,� � /,{, (� /�� - (� ��
�agias�f/V:-BIaeIF iyt.�
Assistant City Attorney
�Q�IIIcIIIUU I�UJIQ
a ��sistant City Manager
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a4PPROVAL RECOMMENDED:
By: �.�' " . �� • �-�-' �-�-
C� h-� •l� �� t� � Dougla . Wiersig, PE
Directo , ransportation ar
Public Works Department
M&C No.: M&C Is Not Required
M&C Date: N/A
WRMC Auditorium Existing Theater Stage Rigging System (June 2013)
Schuler Shook
b�,� ����CITY OF FORT WORTH:
PROFESSIONAL C
By: '` - -
Jack P�
Partner
� ��:
y�j'�._----
agler, ASTC
OFFICIAd. �E���
�6TY SECRE'�'Ai��
�. �. �0��! LPage 1
of 17
ATTACHMENT A- SCOPE OF SERVICES, COMPENSATION, SCHEDULE
Refer to the attached Schuler Shook letter dated May 29, 2013, subject: Will
Rogers Memorial Center Auditorium Rigging Observations, Fort Worth, TX. 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 Existing Theater Stage Rigging System (June 2013) Page i� of i�
Schuler Shook
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PARTNERS 2,
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Ttid Hens!ey
Jim Bdr,e�
Jack H2g'er
29 May 2013
James D. Horner, Assistant Facilities & Public Events Director, City of Fort Worth, Public
Evenis Department, Fort Worfh Convention Center, Will Rogers Memorial Center, 3401
West Lancaster Avenue, Fort Worth, Texas 76907
Re: Wili Rogers Memorial Center Auditorium Rigging Observations, Fort Worth, TX
JAMES, this proposal outlines the scope of work and cost for our services as theatre
consultants for the purpose of observing and reporting #he condition of the existing stage
rigging system in the theatre at Will Rogers Memorial Cenfer Auditorium. We propose to
perform a fuU evaluation of the system components. The evaluation will include visual,
tactile and auditory survey of the rigging system and its components. The findings of these
observations will be documented in a Report of Survey.
Standards
The observations and recommendations will be based on accepted industry standards,
consultant experience, specific sections of fhe below-listed codes standards, and
guidelines as applicable to this installation.
• USITT Recammended Guidelines for Stage Rigging and Stage Machinery
• Rigging Manual (published by the Construction Safety Association)
• Macwhyte Wire Rope Handbook (published by Macwhyte Wire Rope Company)
• Wire Rope Users Manual {published by American Iron artd Steel Institute}
• Standards adopted by PLASA
• Standards adopted by the American Nationaf Standards lnstitute
Obse►vation Process
The observation of the rigging systems will consist of observing rigging system
components. The evaluation will include checking the following aspects of ihe rigging
systems:
Observing system componenis, including but not limifed to arbors, head blocks, loft
blocks, floor blocks, wire rope, wire rope clips, Nicopress terminafions, shackles, frim
chains, ropes, clews, etc.
Checking components for running clearances, fleet angles, wear, binding, breakage,
cracks, attachment, appropriateness of devices and routing.
4bserving mounting and attachments of rigging componen#s such as loft blocks, head
b[ocks and arbars.
CNICAGO
�.11NNEAPOLIS
DALt.AS 325 North Saint Paul Sude 3250 Dallas. 7X 75201 T 214 747 C300 � 2�•1 7a7 H400 schulershook.com
Schuler Shook
James D. Horner, 29 May 2013, Page 2
4)
5)
6)
7)
8)
9)
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12)
13)
14)
15)
16)
17)
'f 8)
19)
Observing arbor guid� system for attachments to rigging wall and attachments to floor
and grid, arbor aftachments to guides, and overall condition and operation of arbor
and guide system.
Observing battens for overall condifion and alignment at both high and low trim.
Observing distribution of loads on hoisting cables over the span of each batten.
Observing counferweight hand tines for overall condition, rope tension and rope-Iock
adjustment.
Operafing and observing all tracked draperies for clearances, ease of travel, proper
floor trim and track attachment to battens.
�bserving wire rope for broken strands, kinks, abrasions and evid�nce of fouling.
Observing wire rope aftachments to battens and arbors.
Observing head blocks and loft blocks for proper construction and correct sheave,
shaft, and bearing size based on estimated load and existing wire rope.
Observing sheaves for evidence of cracks, scoring in groove, groove size and
condition of bearings.
Comparing estimated weight of equipment to the recommended load capacity of
existing wire rope and hardware_
Obsarving fire curtain, if any, for proper operation and overall condition.
Observing stage curtains for condition.
Observing any gear/motor/brake assemblies for proper operation.
Observing limiis and fault detectors on any motorized line sets.
Observing motorized hoist assemblies' base mounting_
Observing motorized hoists control systems.
Access and Assistance
20) The majoriiy of the rigging blocfcs in the theafre are accessible from the siage grid iron.
21 } A personnel lift may be required for access to some companents, Client will be
responsible for providing an appropriate and safe personnel lift for our use, if
necessary.
22) Client will provide one to two stagehands during the site evaluation to assist with the
following tasks;
a)
b}
c}
d)
e)
fl
g)
Moving line sets.
Moving equipment.
Assis#ing with access to components_
Controlling motorized equipment, if any.
Making minor repairs to discovered deficiencies.
Assisiing with some observations under Consultant's supervision.
Transporting and erecting parsonnel lift, if needed.
Schuler Shook
James D. Horner, 29 M�y 2013, Page 3
23) We have found that having one or iwo stagehands present during the observations
provides them with some training in performing in-house, self inspeciions of the
rigging system,
Documentation
24) After the obs�nrations have been pertormed, we wi11 compile survey findings in a
Report of Survey. 7he report will document fhe overall condition of the rigging system,
wilf recommend appropriate corrective action to be taken for any deficiencies that
might be observed, and will provide an estimated cost of consiruction to correct any
deflciencies reported.
Our fees for the above services will be a�xed fee of Seven Thousand Five Hundred and
no/100 Dollars ($7,500.00). We will invoice on a monthly basis in proportion fo the
percentage of our work cornpleted. Billing will occur on a monthly basis, net 30 days. An
inferest charge of 1.5% per month will be added to all past due amounts.
!n addition to our fees, we will invoice for all reimbursable expenses incurred in connection
wi#h the project, including the following:
• Reproduction
• Facsimife transmissions
• Detivery services
• Toli telephone
• All travel, lodging, and meals out of town
• Costs associated with insurance coverages over and above fhose currently carried
by Schuler Shook, including coverage of Additional (nsured parties
7hese direct expenses will be billed at cost. For this project expenses will be a not to
exceed amount of $2Q0.
if additional services are requesied, or in the evenf of subsiantial 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 propasal, Schu[er Shook shall be compensafed on
an hourly basis at our rates in effect at the time the service is provided.
Schuler Shook
James D. Horner, 29 May 2013, Page 4
We hope you find this proposal compl�te and satisfactory, To authorize us to begin work,
please sign and refurn a copy to us. We look forward to working with you on this project.
Schuler Shook
/
Jack P. Hagler ASTC
Partner
ACC�PTED FOR TME CITY OF F4RT WORTH;
Signature
date
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