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HomeMy WebLinkAboutResolution - 2020-R0162 - Parkhill, Smith, and Cooper - Contract 15310 LPSIAResolution No. 2020-RO 162 Item No. 6.22 May 12, 2020 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, Professional Services Contract No. 15310 for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to bidding services, project administration, supervision and coordination for airport construction projects at Lubbock Preston Smith International Airport (LPSIA), by and between the City of Lubbock and Parkhill, Smith & Cooper, Inc., 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 _ May 12, 2020 DANIEL M. POPE, MAYOR ATTEST: e:P1&Z-jA — Rebe ca Garza, City Secrty Bill Ho i0on, Deputy Ci ager APPROV A O FORM: Satterwhite, First Assistant City Attorney ccdocs/RES.Contract 15310 Parkhill, Smith & Cooper, Inc. (LPSIA) April 27, 2020 Resolution No. 2020-RO162 PROFESSIONAL SERVICES AGREEMENT STATE OF TEXAS COUNTY OF LUBBOCK This Professional Service Agreement ("Agreement") Contract No. 15310 is entered into this 12th day of May. 2020, is by and between City of Lubbock ("City"), a Texas home rule municipal corporation, and Parkhill, Smith & Cooper, Inc. (the "Engineer"), a Texas corporation. WITNESSETH WHEREAS, Owner intends to construct certain improvements requiring professional services at Lubbock Preston Smith International Airport; and WHEREAS, Engineer has a professional staff experienced and qualified to provide professional engineering services related to various airport improvement projects; and WHEREAS, Owner desires to contract with Engineer to provide professional architectural/engineering services for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to bidding services, project administration, supervision, and coordination for airport construction projects. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Agreement, Owner and Engineer hereby agree as follows: ARTICLE I. TERM The effective date of this Agreement shall be the 12th day of May 2020. The Agreement shall be effective for five (5) years, unless otherwise terminated or extended pursuant to the terms contained herein. ARTICLE II. SERVICES AND COMPENSATION A. Engineer shall perform services as set forth in the Engineer's Scope of Services in Exhibit "A" attached hereto and incorporated herein ("Services"). B. Owner shall pay Engineer for Services in accordance with Exhibit "B" attached hereto and incorporated herein ("Compensation"). Page i of 10 ARTICLE III. TERMINATION A. General. Owner may terminate this Agreement, at any time, upon written notice to Engineer. Upon receipt of such notice, the Engineer shall, unless the notice directs otherwise, immediately discontinue all work in connection with the performance of the Agreement and shall proceed to cancel promptly all existing orders insofar as such orders are chargeable to this Agreement. The Engineer shall submit a statement showing in detail the work performed under this Agreement to the date of termination. The Owner shall then pay Engineer only for Services actually performed by Engineer up to the date Engineer is deemed to have received notice of termination as provided herein. B. Termination and Remedies. In the event Engineer breaches any term and/or provision of this Agreement, Owner shall be entitled to exercise any right or remedy available to it by this Agreement, at law or equity, including without limitation, termination of this Agreement and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. ARTICLE IV. NON -ARBITRATION The Owner 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 Owner 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 document, this provision shall control. ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. Engineer 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. Engineer has the corporate power to enter into and perform under Agreement all Services contemplated hereby. C. Authorization. Execution, delivery, and performance of this Agreement and the Services contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of Engineer. This Agreement constitutes legal, valid, and binding obligations of the Engineer and is enforceable in accordance with the terms thereof. D. Engineer. Engineer maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and are familiar with all laws, rules, and regulations (local, state, and federal) including, without limitation the applicable laws, Page 2of10 regarding the Services contemplated hereby. Resident Project Representative duties, responsibilities, and limitations are attached hereto and incorporated herein as Exhibit "C." E. Performance and Requirements. Engineer shall conduct Services 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 engineering services, and comply with all applicable laws, rules, and regulations (local, state, and federal) relating to professional engineering services, as contemplated hereby. Engineer shall comply with federal requirements attached hereto and incorporated herein as Exhibit "E". F. Use of Copyrighted Material. Engineer warrants that any materials provided by Engineer for use by Owner pursuant to this Agreement shall not contain any proprietary material owned by any other party that is protected under law, statute, rule, order, regulation, or ordinance relating to the use or reproduction of materials. Engineer shall be solely responsible for ensuring that any materials provided by Engineer pursuant to this Agreement satisfy this requirement and Engineer agrees to indemnify and hold Owner harmless from all liability or loss caused to Owner or by which Owner is exposed on account of Engineer's failure to perform this duty. G. Engineer warrants that it shall perform the Services in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing services of a similar nature. If, during the six-month period following the earlier of completion or termination of the Services it is shown there is an error in the Services caused solely by Engineer's failure to meet such standards, and Owner has promptly notified Engineer in writing of any such error within that period, Engineer shall perform, at Engineer's cost, such corrective engineering services within the original Scope of Services as may be necessary to remedy such error. ARTICLE VI. SCOPE OF WORK Engineer shall accomplish professional engineering services related to the projects described in the Services (Exhibit "A'). ARTICLE VII. INDEPENDENT CONTRACTOR STATUS Engineer shall perform the duties under this Agreement as an independent contractor and shall be considered as an independent contractor under this Agreement and/or in its Services hereunder for all purposes. Engineer 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, Engineer and Engineer's employees and/or subcontractors, will not be considered, for any purpose, employees or agents of the Owner 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. Page 3 of 10 ARTICLE VIII. INSURANCE Engineer shall procure and carry, at its sole cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to Owner, 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. Engineer shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor of Engineer 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: General Aggregate Limit: Professional Liability: Combined Single Limit: Automobile Liability: Combined Single Limit for any auto Em to er's Liability: Per Occurrence Single Limit: Workers Compensation: $1,000,000 $2,000,000 $2,000,000 $1,000,000 Per Occurrence $1,000,000 $500,000 Engineer shall further cause any approved subcontractor to procure and carry, during the term of this Agreement, professional liability coverage, as specified above for Engineer, protecting Owner against direct losses caused by the professional negligence of the approved subcontractor. Owner shall be named as additional insured with respect to the automobile liability and commercial general liability on a primary and non contributory basis and shall be granted a waiver of subrogation under those policies. Engineer shall provide a Certificate of Insurance to the Owner as evidence of coverage. The Certificate shall provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be provided along with the Certificate. The additional insured endorsements shall include products and complete operations. Copies of all endorsements are required. Engineer shall elect to obtain workers' compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Engineer shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Page 4 of 10 Code to ensure that the Engineer maintains said coverage. Engineer may maintain occupational accident and disability insurance in lieu of workers' compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. Engineer shall additionally provide Owner with a certificate of insurance coverage that includes an Extended Reporting Period endorsement for the coverage required hereunder ("Tail - type Coverage") that extends, subject otherwise to the terms of the policy, the reporting period for claims made under the policy for a period of ten (10) years after the expiration of the policy. If at any time during the life of the Agreement or any extension hereof, Engineer fails to maintain the required insurance in full force and effect, Engineer shall be in breach hereof and all work under the Agreement shall be discontinued immediately. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OF ENGINEERS Engineer may employ or retain subcontractors, or third parties (any of which are referred to herein as "Subcontractor"); to perform certain duties of Engineer provided that Owner approves the retaining of Subcontractors. Engineer is at all times responsible to Owner to perform the Services as provided in this Agreement and Engineer is in no event relieved of any obligation under this Agreement upon retainage of any approved Subcontractor. Any agent and/or Subcontractor retained and/or employed by Engineer shall be required to carry, for the protection and benefit of Owner and Engineer and naming said third parties as additional insured's, insurance as described above in this Agreement. ARTICLE X. INDEMNITY ENGINEER 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 ENGINEER, ITS AGENTS, EMPLOYEES, AND/OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT AND/OR THE USE OF OCCUPATION OF CITY -OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OF TERMINATION OF THIS AGREEMENT. Page 5 of 10 ARTICLE XI. COMPLIANCE WITH APPLICABLE LAWS Engineer shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations relating, in any way, manner or form, to the Services under this Agreement, and any amendments thereto. Engineer shall comply with federal requirements attached hereto and incorporated herein as Exhibit "E." ARTICLE XII. NOTICE A. General. Whenever notice from Engineer to Owner or Owner to Engineer 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. B. Engineer's address and numbers for the purposes of notice are: Mr. Mark Haberer, P.E., CM Principal-in-Charge(Program Manager Parkhill, Smith & Cooper, Inc. 4222 85" Street Lubbock, TX 79423 Telephone: (806) 473-2200 Facsimile: (806) 473-3799 C. Owner's address and numbers for the purposes of notice are: Ms. Kelly Campbell Executive Director of Aviation Lubbock Preston Smith International Airport 5401 N. MLK Blvd., Unit 389 Lubbock, Texas 79403 Telephone: (806) 775-3126 Facsimile: (806) 775-3133 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. Page 6 of 10 ARTICLE XII1. OWNER -PROVIDED DATA Owner shall furnish Engineer non -confidential studies, reports, and other available data in the possession of Owner pertinent to Engineer's Services, so long as Owner is entitled to rely on such studies, reports, and other data for the performance of Engineer's Services under this Agreement (the "Provided Data). Engineer shall be entitled to use and rely, so long as such reliance is reasonable, upon all such Provided Data. ARTICLE XIV. 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. Engineer shall provide access to its corporate books and records to Owner. Owner may audit, at its expense and during normal business hours, Engineer's books and records with respect to this Agreement between Engineer and Owner. C. Records. Engineer shall maintain records that are necessary to substantiate the Services provided by Engineer. D. Assignability. Engineer may not assign this Agreement without the prior written approval of Owner. E. Successor and Assigns. This Agreement binds and inures to the benefit of the Owner and Engineer, and in the case of Owner, its respective successors, legal representatives, and assigns, and in the case of Engineer, 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 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 circumstances, 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. Page 7 of 10 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 duty authorized and executed by Engineer and Owner. I. Entire Agreement. This Agreement, including Exhibits, attached hereto, contains the entire Agreement between Owner and Engineer, 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 Engineer and Owner. K. Documents Owned by Owner. Any and all documents, drawings and specifications prepared by Engineer as part of the services hereunder, shall become the property of Owner when Engineer has been compensated as set forth in Article II, above. Engineer shall make copies of any and all work products for its files. L. Notice of Waiver. A waiver by either Owner or Engineer of a breach of this Agreement must be in writing 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 Owner and Engineer. N. Extent of Responsibility. Engineer does not guarantee that proposals, bids or actual project costs will not vary from Engineer's opinions of probable cost or that actual schedules will not vary from Engineer's projected schedules. Engineer shall not be responsible for: (1) construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the project; (2) the failure of any contractor, subcontractor, vendor, or other project participant, not under contract to Engineer, to fulfill contractual responsibilities to Owner or to comply with federal, state, or local laws, regulations, and codes; or (3) procuring permits, certificates, and licenses required for any construction unless such responsibilities are specifically assigned to Engineer in Exhibit "A." O. Unforeseen Circumstances. Except for Owner's obligation to make payments, neither party shall be in default hereunder to the extent such default is caused by a cause or circumstance beyond such party's reasonable control. Engineer shall be entitled to an equitable adjustment in schedule and Compensation in the event such circumstances occur. P. 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 Engineer on thirty (30) days Page 8 of 10 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. Q. 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. R. No Boycott of Israel. Pursuant to Section 2270.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2270.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. S. Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. Executed in triplicate. CITY OF LU OCK Daniel M. Pope, Mayor ATTEST: Reb ca Garza, City Se t APPROVED AS TO CONTENT: Kelly Ca pbell, Executive Director of Aviation First Assistant"City Attorney Parkhill, Smith & Cooper, Inc. Mark Haberer, P.E., CM Principal ATTEST: Page 10 of 10 DocuSign Envelope ID 90DE4F77-OE62-4395-A551-6D6DB53DEFAD IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. Executed in triplicate. CITY OF LUBBOCK Daniel M. Pope, Mayor ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Kelly C pbell, Executive Director of Aviation AS First Assistant"City Attorney Parkhill, Smith & Cooper, Inc r—DocuSignod by: Mark Principal ATTEST: D•.c., S igned by lUweGerM�n UAMCAFC56 ME Pape 10 of m CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 0f 1 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 Certificate Number: i Name of business entity filing form, and the city, state and country of the business entity's place of business. 2020-617569 Parkhill, Smith & Cooper, Inc. Lubbock, TX United States Date Filed: -is 05/11/2020 2 Name of governmental entity or state agency that a party tot the contract for which the form is being tiled. City of Lubbock Date Acknowledged: 05/11/2020 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract, and provide a description of the services, goods, or other property to be provided under the contract. 15310 Architectural/Engineering Services for Lubbock Preston Smith International Airport Improvement Projects 4 Nature of interest Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary Edwards, Jay Midland, TX United States X Moss, Mike Lubbock, TX United States X Hart, Daniel Austin, TX United States X Hamilton, John Lubbock, TX United States X Edwards, Zane Lubbock, TX United States X Haberer, Mark Lubbock, TX United States X Nelson, Scott Frisco, TX United States X Ramirez, Michael El Paso, TX United States X Rangel, Ruppert Abilene, 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 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 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 Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2020-617569 Parkhill, Smith & Cooper, Inc. Lubbock, TX United States Date Filed: 05/11/2020 2 Name of governmental entity or state agency that is a party tot the contract for which the form is being filed. City of Lubbock Date Acknowledged: g 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. 15310 Architectural/Engineering Services for Lubbock Preston Smith International Airport Improvement Projects 4 Nature of interest Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary Edwards, Jay Midland, TX United States X Moss, Mike Lubbock, TX United States X Hart, Daniel Austin, TX United States X Hamilton, John Lubbock, TX United States X Edwards, Zane Lubbock, TX United States X Haberer, Mark Lubbock, TX United States X Nelson, Scott Frisco, TX United States X Ramirez, Michael El Paso, TX United States X Rangel, Ruppert Abilene, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Mark D. Haberer , and my date of birth is My address is 4222 85th Street Lubbock TX 79423 USA (street) (city) (state) (zip code) (country) i declare under penalty of perjury that the foregoing is true and correct. Executed in Lubbock County, State of TX the11 th day of a , 20 20 , (month) (year) I . Z - mo Sig nat of authorized age RV contra ng business entity (Declarant) Forms provided by Texas Ethics Cammissinn vAfjw_ethirc state tY uc %/arcinn VI t 3aRaaf7rl