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HomeMy WebLinkAboutResolution - 2018-R0121 - C.H. Johnson Consulting - 04/12/2018Resolution No. 2018-RO121 Item No. 6.10 April 12, 2018 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 13967 for a feasibility analysis of current and future needs of the Lubbock Memorial Civic Center located at 1501 Mac Davis Lane, Lubbock, Texas, as per RFP 18-13967-MA, by and between the City of Lubbock and C.H. Johnson Consulting, Inc., Chicago, Illinois, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on April 12, 2018 DANIEL M. POPE, MAYOR ATTEST: -Q - K Rebe t a Garza, City Secr ary APPROVED AS TO CONTEINT: Scott Snider, Assistant City APPROVED A-S TO FORM: ya roAe, Assistant City Attorney RES.Civic Center Feasibility Study 3.21.18 Resolution No. 2018-RO121 PROFESSIONAL SERVICES AGREEMENT STATE OF TEXAS § COUNTY OF LUBBOCK § This Professional Service Agreement ("Agreement") Contract No. 13967 is entered into this 12' day of April, 2018 ("Effective Date"), by and between the City of Lubbock (the "City"), a Texas home rule municipal corporation, and C.H. Johnson Consulting, Inc., (the" Consultant"), a Chicago, Illinois corporation. VA"A _ O*X1WV_i1 WHEREAS, The City desires to contract with the Consultant to provide professional services to provide a feasibility analysis of current and future needs of the Lubbock Memorial Civic Center to become a first rate convention/conference center. The study should provide objective, research -based guidance for this project. WHEREAS, the Consultant has a professional staff experienced and is qualified to provide the Consultant services related to Activities, and will provide the Services, as defined below, for the price provided herein, said price stipulated by the City and the Consultant to be a fair and reasonable price; and WHEREAS, the City desires to *contract with the Consultant to provide professional services related to the Activities and Consultant desires to provide the Services related to same. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Agreement, the City and the Consultant hereby agree as follows: ARTICLE I. TERM The term of this Agreement commences on the Effective Date and continues without interruption for a term of 90 days. If the Consultant determines that additional time is required to complete the Services, the City, may, but is not obligated to, in its discretion, execute an agreement to grant up to an additional 30 days of time so long as the amount of the consideration does not increase. An amendment to this Agreement resulting in an increase in the amount of the consideration must be approved by the City acting through the City Manager or his designee. Page 1 of 10 ARTICLE II. SERVICES AND COMPENSATION A. The Consultant shall conduct all activities, within such timeframes, as set forth on Exhibit "A", attached hereto (the "Services") B. The Consultant shall receive consideration for the performance of the Services, in an amount not to exceed $66,000.00, as set forth in Exhibit `B". Election for performance of optional services will be made on or before the completion of the services listed through Task 10 as set forth in Exhibit "A". Consideration for optional services will not exceed $5,000 as set forth in Exhibit `B". ARTICLE M. TERMINATION A. General. The City may terminate this Agreement, for any reason or convenience, upon thirty (30) days written notice to the Consultant. In the event this Agreement is so terminated, the City shall only pay the Consultant for services actually performed by the Consultant up to the date the Consultant is deemed to have received notice of termination, as provided herein. B. Termination and Remedies. In the event the Consultant breaches any term and/or provision of this Agreement, the City shall be entitled to exercise any right or remedy available to it by this Agreement, at law, equity, or otherwise, including without limitation, termination of this Agreement and assertion of an action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any right or remedy and all rights and remedies shall be cumulative. ARTICLE IV. NON - ARBITRATION The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this Agreement, this provision shall control. ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. The Consultant is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State of Texas. Page 2 of 10 B. Corporate Power. The Consultant has the corporate power to enter into and perform this Agreement and all other activities contemplated hereby. C. Authorization. Execution, delivery, and performance of this Agreement and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of the Consultant. This Agreement constitutes legal, valid, and binding obligations of the Consultant and is enforceable in accordance with the terms thereof. D. Consultant. The Consultant maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and is familiar with all laws, rules, and regulations, both state and federal, including, without limitation the applicable laws, regarding the Activities contemplated hereby. E. Performance. The Consultant will and shall conduct all activities contemplated by this Agreement in accordance with the standard of care, skill and diligence normally provided by a professional person in performance of similar professional services, and comply with all applicable laws, rules, and regulations, both state and federal, relating to professional services, as contemplated hereby. F. Use of Copyrighted Material. The Consultant warrants that any materials provided by the Consultant for use by City pursuant to this Agreement shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other law, statute, rule, order, regulation, ordinance or contractual obligation relating to the use or reproduction of materials. The Consultant shall be solely responsible for ensuring that any materials provided by the Consultant pursuant to this Agreement satisfy this requirement and the Consultant agrees to indemnify and hold City harmless from all liability or loss caused to City or to which City is exposed on account of the Consultant's failure to perform this duty. ARTICLE VI. SCOPE OF WORK The Consultant shall accomplish the following: Professional Services related to the Services, as provided in Exhibit "A", attached hereto and made a part hereof. ARTICLE VII. INDEPENDENT CONTRACTOR STATUS The Consultant and the City agree that the Consultant shall perform the duties under this Agreement as an independent contractor and shall be considered as independent contractor under this Agreement and/or in its activities hereunder for all purposes. The Consultant has the sole discretion to determine the manner in which the Services are to be performed. During the performance of the Services under this Agreement, Page 3 of 10 the Consultant and the Consultant's employees and/or sub -consultants, will not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. ARTICLE VM. INSURANCE The Consultant shall procure and carry, at its sole cost and expense through the life of this Agreement, except as otherwise provided herein, insurance protection as hereinafter specified, in form and substance satisfactory to the City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. The Consultant shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor or sub -consultant of the Consultant to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A-VII or better. Except for Professional Liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Per Occurrence Single Limit: $1,000,000 General Aggregate Limit: $2,000,000 Professional Liability: Combined Single Limit: $1,000,000 Automobile Liability: Combined Single Limit for any auto: $1,000,000 Per Occurrence Employer's Liability: Per Occurrence Single Limit: $1,000,000 The Consultant shall further cause any approved subcontractor or sub -consultant to procure and carry, during the term of this Agreement, the insurance coverage required of Consultant herein, including without limitation, Professional Liability coverage, protecting the City against losses caused by the professional negligence of the approved subcontractor or sub -consultant. The City shall be listed as a Page 4 of 10 primary and noncontributory additional insured with respect to the Automobile Liability and Commercial General Liability and shall be granted a waiver of subrogation under those policies. The Consultant shall provide a Certificate of Insurance to the City as evidence of coverage. The Certificate shall provide 30 day's notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy shall be included in the Certificate. The Consultant shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, the Consultant shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Consultant maintains said coverage. The Consultant may maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City. If at any time during the life of the Agreement or any extension hereof, the Consultant fails to maintain the required insurance in full force and effect, the Consultant shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Notwithstanding anything contained herein to the contrary, the professional liability policy shall be maintained at the Consultant's sole cost and expense. The retroactive date shall be no later than the commencement of the performance of this Agreement and the discovery period (possibly through tail coverage) shall be no less than 10 years after the completion of the Services provided for in this Agreement. The provisions of this Article VIII shall survive the termination or expiration of this Agreement. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OF CONSULTANTS The Consultant may employ or retain consultants, contractors, or third parties (any of which are referred to herein as "Sub -consultant"), to perform certain duties of Consultant, as set forth on Exhibit "A", attached hereto, under this Agreement, provided that the City approves the retaining of Sub -consultants. The Consultant is at all times responsible to the City to perform the Services as provided in this Agreement and the Consultant is in no event relieved of any obligation under this Agreement upon retainage of any approved Sub -consultant. Any agent and/or Sub -consultant retained and/or employed by the Consultant shall be required by the Consultant to carry, for the protection and benefit of the City and the Consultant and naming said third parties as additional insureds, insurance as described above required to be carried by the Consultant in this Agreement. The Consultant represents that such services are either under applicable value thresholds or are otherwise exempt from notice and/or bid requirements under Texas Law. Page 5 of 10 ARTICLE X. CONFIDENTIALITY The Consultant shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. ARTICLE XI. INDEMNITY THE CONSULTANT SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT ARISING OUT OF, RELATED TO OR OCCASIONED BY, THE NEGLIGENT ACTS OF THE CONSULTANT, ITS AGENTS, EMPLOYEES, AND/OR SUBCONSULTANTS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT AND/OR THE USE OR OCCUPATION OF CITY OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS The Consultant shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Agreement, and any amendments thereto. ARTICLE XHI. NOTICE A. General. Whenever notice from the Consultant to the City or the City to the Consultant is required or permitted by this Agreement and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand (in which case such notice shall be effective upon delivery); (2) facsimile (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. Page 6 of 10 B. Consultant's Address. The Consultant's address and numbers for the purposes of notice are: C.H. Johnson Consulting Inc. Charles H. Johnson 6 E. Monroe St., 5' Floor Chicago, II, 60603 Telephone: 312-447-2010 Email: cjohnson@chjc.com Facsimile: 312-444-1125 C. City's Address. The City's address and numbers for the purposes of notice are: Brooke Witcher City of Lubbock P.O. Box 2000 1625 13th Street Lubbock, Texas 79457 Telephone: 806.775.3086 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Agreement, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. V.71Ylei Q0:4LIKyU6193Q2011A111N Q17.11KV-1 11_:I*309101y11.310001ski Provision of Data. The City shall furnish the Consultant non -confidential studies, reports and other available data in the possession of the City pertinent to the Consultant's Services, so long as the City is entitled to rely on such studies, reports and other data for the performance of the Consultant's Services under this Agreement (the "Provided Data"). The Consultant shall be entitled to use and rely, so long as such reliance is reasonable, upon all such Provided Data. ARTICLE XV. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Agreement are inserted in this Agreement strictly for the parties' convenience in identifying the provisions to this Agreement and shall not be given any effect in construing this Agreement. B. Audit. The Consultant shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, the Consultant's books and records with respect to this Agreement between the Consultant and the City. Page 7 of 10 C. Records. The Consultant shall maintain records that are necessary to substantiate the services provided by the Consultant. D. Assignability. The Consultant may not assign this Agreement without the prior written approval of the City. E. Successor and Assigns. This Agreement binds and inures to the benefit of the City and the Consultant, and in the case of the City, its respective successors, legal representatives, and assigns, and in the case of the Consultant, its permitted successors and assigns. F. Construction and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Agreement is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstance, the remainder of this Agreement and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. H. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Agreement, and duly authorized and executed by the Consultant and the City. I. Entire Agreement. This Agreement, including Exhibits "A" through `B" attached hereto, contains the entire agreement between the City and the Consultant, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. J. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between the Consultant and the City. Page 8 of 10 K. Documents Owned by City. Any and all documents, drawings and specifications prepared by Consultant as part of the Services hereunder, shall become the property of the City when the Consultant has been compensated as set forth in Article lI, above. The Consultant shall make copies of any and all work products for its files. L. Notice of Waiver. A waiver by either the City or the Consultant of a breach of this Agreement must be in writing and duly authorized to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. M. Third Party Activities. Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than the City and the Consultant. N. Non -Appropriation. All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then - current fiscal year or when the appropriation made for the then -current year for the services covered by this Agreement is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the Consultant on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the Non -Appropriation Date. O. No Boycott of Israel. The Consultant warrants that it complies with Chapter 2270, Subtitle F, Title 10 of the Texas Government Code by verifying that: (1) The Consultant does not boycott Israel; and (2) The Consultant will not boycott Israel during the term of the Agreement. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY Page 9 of 10 EXECUTED as of the Effective Date hereof. CITY OF LUBBOCK ATTEST: Re ca Garza, City Secreta APPROVED AS TO CONTENT: � Vn i v Scott Snider, Assistant City Manager APPROVED AS TO FORM: Ryk 71 oke, ssistant City Attorney DANIEL M. POPE, MAYOR Firm: C.H. Johnson Consulting Inc. By- 4Lro-A"to Charles H. Johnson Page 10 of 10 JOHNSON CONSULTING rtlxry in Ommition, Hospimlity, Slx)m and R.:tl l-titatc Consulting. March 22. 2018 Marta Alvarez Director of Purchasing and Contract Management City of Lubbock Purchasing and Contract Management City Hall, Room 204 162513th Street Lubbock, TX 79401-3830 Attn. Evaluation Committee Re: Request for Clarification and Best and Final Offer Dear Ms. Alvarez and Members of the Evaluation Committee: On behalf of C.H. Johnson Consulting, Inc. ("Johnson Consulting") in association with LMN Architects and Rider Levett Bucknall ("Consulting Team'), 1 am pleased to submit our additional clarifications and best and final offer for 18-13967-MA RFP Feasibility Study Lubbock Memorial Civic Center. The fee to add an economic and fiscal impact analysis is $5.000 and we can complete it within 90 days. If we may provide you with any additional information or answer any questions, please do not hesitate to contact me at 312.447.2001 or cjohnson@chjc.com. We truly look forward to the opportunity of serving you. Sincerely, C.W. Johnson Consulting, Inc. CdwG,j,l..,.P— Charles H. Johnson IV, President 6 3124472010 WWWCHJC TAB 4. FEE p � coNHus�c The Johnson Consulting Team proposes a total fee of $60,000 according to the Approach provided in Tab 3 of our response. Based on our extensive past experience providing similar services to city governments, we believe that this level of analysis will provide the City of Lubbock the data and recommendations the City requires to make the most informed decisions and advance the Implementation of the strategic objectives. Our expenses will be capped at $6,000 and we will only bill as they occur. Expenses will include report reproduction, telephone and messenger service, travel and lodging, and miscellaneous costs. We will submit progress bills at monthly Intervals during the engagement. We are prepared to commence work at your request and will complete the project in the time frame stated in this proposal. ADDITIONAL SERVICES As with all of our clients, we welcome the opportunity to tailor our approach to meet the specific needs of our client. If we are fortunate enough to be engaged, the Johnson Consulting Team Proposes to meet with the City of Lubbock to review our scope of work / approach, if there are changes, we would adjust our fees accordingly. if during the course of study or after, a further Investigation is requested and/or required to provide additional data for recommendations, it will be charged based on hourly rates presented below: Charles H. Johnson, President & CEO, Johnson Consulting Ryan Johnson, Managing Director, Johnson Consulting $350 $270 Ayu Listiowati, Director of Financial Projections & Funding Strategies, Johnson Consulting $200 Sarah Emmerton, Director of Research, Johnson Consulting $200 Rafael ViRoly-Menendez, Partner, LMN Brian Tennyson, AIA, Principal, LMN Graham Roy, Executive Vice President, RLB $325 $250 $220 46 EXHIBIT A- SERVICES SCOPE OF WORK: Provide a feasibility analysis of current and future needs of the Lubbock Memorial Civic Center to become a first rate convention/conference center. The study should provide objective, research -based guidance for this project. In addition, the City is actively pursuing the potential of a public/private partnership for the addition of a conference center hotel on the grounds of the Lubbock Memorial Civic Center. The proposed headquarter hotel, and its meeting/banquet spaces, must be factored into the feasibility study and considered in all recommendations. And, The study will provide a feasibility analysis to determine the market demand and appropriate size of any recommended renovations and/or expansion to the facility. The venue should continue to serve local businesses, conferences and events, but have the ability to attract regional and national conferences/conventions to Lubbock_ The analysis will identify what types of uses are in demand and identify the competing facilities, as well as areas being underserved. And, One important goal of the study will be to assist in determining the needs, size, and location of any recommended renovations and/or expansion to the Lubbock Memorial Civic Center for the purposes of attracting conventions/conferences. The study will also analyze the economics, project income and expenses, operational models, and financing scenarios. The scope will also provide preliminary design concepts, as well as cost estimates. Work Program to be completed in (12) twelve weeks: Task 1- Study Kickoff, Project Planning & Field Work Task 2- Market Analysis Task 3- Industry Trends Task 4- Comparable Case Studies Task S- Identification of User Groups/ Surveys & Interviews Task 6- Demand Projections Task 7- Financial & Operating Analysis Task 8- Recommended Program Options Task 9- Conceptual Designs & Layouts Task 10- Cost Estimate Task 11- (Optional Service) Economic & Fiscal Impact Analysis- To be determined on or before the completion of Task 10 EXHIBIT B- Fee Schedules Include Fee Proposal Page 46 & BAFQ submitted on March 22, 2018