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HomeMy WebLinkAboutResolution - 2019-R0404 - Chapman Harvey Architects - 11/05/2019 (2) Resolution No. 2019-RO404 Item No. 6.14 November 5, 2019 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. 14962 for Lubbock Memorial Civic Center Expansion Plan as per RFQ 20-14962-MA, by and between the City of Lubbock and Chapman Harvey Architects, Inc., of Lubbock, Texas, 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 November 5, 2019 DANIEL M. POPE, MAYOR ATTEST: 0 dez—" , &� Reb cca Gat za, tty Secrtart' APPROVED AS TO CONTENT: Brooke Witcher, Assistant City Manager APPROVED AS TO FORM: 41i Leisure, Assistant City Attorney ccdocs/RES.Contract 14962—Lubbock Memorial Civic Center Expansion Plan October 23,2019 Resolution No. 2019-RO404 PROFESSIONAL SERVICES AGREEMENT STATE OF TEXAS § COUNTY OF LUBBOCK § This Professional Service Agreement ("Agreement")Contract No.14962 is entered into this Stell day of November , 2019, is by and between the City of Lubbock(the"City"), a Texas home rule municipal corporation, and Chapman Harvey Architects, Inc, (the"architect"), a Texas corporation. WITNESSETH WHEREAS, The City desires to contract with the Architect to provide professional services for Lubbock Memorial Civic Center Expansion Plan, (the"Activities"); and WHEREAS, the Architect has a professional staff experienced and is qualified to provide professional architectural 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 Architect to be a fair and reasonable price; and WHEREAS, the City desires to contract with the Architect to provide professional services related to the Activities,and Architect 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 Architect 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 6 months. Deliverables are due on or before April 10, 2020. If the Architect determines that additional time is required to complete the Services,the City and Architect, may, but is not obligated to, in his or her discretion,execute an agreement to grant up to an additional six(6) months 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 its governing body. Page 1 of 10 ARTICLE 11. SERVICES AND COMPENSATION A. The Architect shall conduct all activities, and within such timeframes, as set forth on Exhibit "A", attached hereto(the"Services"). B.The Architect shall receive as consideration to be paid for the performance of the Services, in an amount not to exceed$94,373, as set forth in Exhibit "B". ARTICLE 111. TERMINATION A. General. The City may terminate this Agreement, for any reason or convenience, upon thirty (30) days written notice to the Architect. In the event this Agreement is so terminated, the City shall only pay the Architect for services actually performed by the Architect up to the date the Architect is deemed to have received notice of termination, as provided herein. B.Termination and Remedies.In the event the Architect 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, terrmrnatioIl 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 Architect 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. B. Corporate Power. The Architect has the corporate power to enter into and perform this Agreement and all other activities contemplated hereby. Page 2 of 10 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 Architect. This Agreement constitutes legal, valid, and binding obligations of the Architect and is enforceable in accordance with the terms thereof. D. Architect. The Architect 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 Architect 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 Architect warrants that any materials provided by the Architect 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 Architect shall be solely responsible for ensuring that any materials provided by the Architect pursuant to this Agreement satisfy this requirement and the Architect 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 Architect's failure to perform this duty. ARTICLE VI. SCOPE OF WORK The Architect 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 Architect and the City agree that the Architect 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 Architect has the sole discretion to determine the manner in which the Services are to be performed. During the performance of the Services tinder this Agreement, the Architect and the Architect'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 Page 3 of 10 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 VIII. INSURANCE The Architect 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 fonn 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 Architect shall obtain and maintain in full force and effect during the tern of this Agreement, and shall cause each approved subcontractor or sub-consultant of the Architect to obtain and maintain in full force and effect during the tern 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 Architect shall further cause any approved subcontractor or sub-consultant to procure and cant', during the term of this Agreement, the insurance coverage required of Architect 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 primary and noncontributory additional insured with respect to the Automobile Liability and Conunercial General Liability and shall be granted a waiver of subrogation under those policies. The Architect shall provide a Certificate of Insurance to the City as evidence of coverage. Page 4 of 10 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 Architect shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further,the Architect 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 Architect maintains said coverage. The Architect 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 Architect fails to maintain the required insurance in full force and effect, the Architect 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 Architect'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 Architect may employ or retain consultants, contractors, or third parties (any of which are referred to herein as "Sub-consultant"), to perform certain duties of Architect, as set forth on Exhibit A, attached hereto, under this Agreement, provided that the City approves the retaining of Sub-consultants. The Architect is at all times responsible to the City to perform the Services as provided in this Agreement and the Architect 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 Architect shall be required by the Architect to carry,for the protection and benefit of the City and the Architect and naming said third parties as additional insureds, insurance as described above required to be carried by the Architect in this Agreement. The Architect 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 Architect 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 ARCHITECT 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 ARCHITECT, 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. TIIE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE TIIE EXPIRATION OR TERMINATION OF THIS AGREEMENT. ARTICLE XII.COMPLIANCE WITH APPLICABLE LAWS The Architect 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 XIII.NOTICE A. General. Whenever notice from the Architect to the City or the City to the Architect 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. Architect's Address. The Architect's address and numbers for the purposes of notice are: Chapman Harvey Architects, Inc Larry G. Harvey, AIA 612 Broadway Lubbock,Texas 79401 Telephone: 806-749-1153 Facsimile: 806-749-1866 C. City's Address.The City's address and numbers for the purposes of notice are: Lisa Thomason, Civic Center Director City of Lubbock P.O. Box 2000 1625 13th Street Lubbock,Texas 79457 Telephone: 806-775-2236 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. ARTICLE XIV. CITY-PROVIDED DATA AND RESPONSIBILITIES Provision of Data. The City shall furnish the Architect non-confidential studies, reports and other available data in the possession of the City pertinent to the Architect's Services, so long as the City is entitled to rely on such studies,reports and other data for the performance of the Architect's Services under this Agreement (the "Provided Data"). The Architect 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 Architect 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 Architect's books and records with respect to this Agreement between the Architect and the City. Page 7 of 10 C. Records. The Architect shall maintain records that are necessary to substantiate the services provided by the Architect. D. Assignability. The Architect 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 Architect, and in the case of the City, its respective successors, legal representatives, and assigns, and in the case of the Architect, 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 TIIE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR TIIE 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 Architect and the City. I. Entire Agreement.This Agreement,including Exhibits"A"through"B"attached hereto,contains the entire agreement between the City and the Architect, 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 Architect and the City. Page 8 of 10 K. Documents Owned by City. Any and all documents, drawings and specifications prepared by Architect as part of the Services hereunder, shall become the property of the City when the Architect has been compensated as set forth in Article II, above. The Architect shall make copies of any and all work products for its files. L. Notice of Waiver. A waiver- by either- the City or the Architect 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 Architect. N. Non-Appropriation. All firnds 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 Architect on thirty(30) days prior written notice, but failure to crive such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the Non-Appropriation Date. O. SB 252. SB 252 prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. P. No Boycott of Israel. Section 2270.002, Government Code, (a)This section applies only to a contract that: (1) Is between a governmental entity and a company with 10 or more hill-time employees; and (2) has a value of$100,000 or more that is to be paid wholly or partly from public fields of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and (2) will not boycott Israel during the term of the contract. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY Page 9 of 10 EXECUTED as of the Effective Date hereof. CITY OF LUBBOCK DANIEL M. POPE, MAYOR ATTEST: CP 't iue�� Reb cca Garza, City Secre - APPROVED AS TO CONTENT: Lisa Thomason, Civic Center Director APPROVED AS TO FORM: I velli Leisure, Assistant City Attorney Firm Chapman H rvey Architects Lie By: Larry G. arvey, AIX I Page 10 of 10 CERTIFICATE OF INTERESTED PARTIES FORM 3.295 10f1 Complete Nos.1-4 and 6 it there are interested parties. OFFICE USE ONLY Complete Nos,1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-556470 Chapman Harvey Architects, Inc Lubbock, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/29/2419 being filed. City of Lubbock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. contract#14962 Lubbock Memorial Civic Center Expansion Plan;architectural and engineering and construction cost projection services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Witcher, Brooke Lubbock, TX United States X Thomason, Lisa Lubbock, TX United States X Alvarez, Marta lubbock, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION Larry G. Harvey My name is ,_., and my date of birth is My address is 612 Broadway Lubbock TX 79401 Lubbock (street) (city) (slate) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Lubbock TX 29 October 19 Executed in County, State of on the_—day of __,20 (month) (year) i Signature f authoriz d agent of n/ cting busine entity (Declarant) Forms provided by Texas Ethics Commission +wvw.ethics.state.tx.LIS Version V1.1.3a6aaf7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-556470 Chapman Harvey Architects, Inc Lubbock,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/29/2019 being filed. City of Lubbock Date Acknowledged: 10/29/2019 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. contract#14962 Lubbock Memorial Civic Center Expansion Plan; architectural and engineering and construction cost projection services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Witcher, Brooke Lubbock,TX United States X Thomason, Lisa Lubbock,TX United States X Alvarez, Marta lubbock,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d