HomeMy WebLinkAboutResolution - 2013-R0181 - Agreement - Stiles, Wallace & Associates - Canine Stray Holding Bays - 06/13/2013Resolution No. 2013-RO181
June 13, 2013
Item No. 5.12
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, a Professional Services Agreement for
the construction of three canine stray holding bays and one clean room at the City of
Lubbock Animal Shelter, by and between the City of Lubbock and Stiles, Wallace &
Associates, and related documents. Said Agreement 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 June 13, 2013
C. ROBERTSON. MAYOR
ATTEST:
3,(-
Rebkca Garza, City ecreta y
APPROVED AS TO CONTENT:
Wesley D. Everett. Director of Facilities
APPROVED AS TO FORM:
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Chad Weaver, Assistant City Attorney
vw:ccdocs!RES.Agrmt-Stiles Wallace & Associates
May 9, 2013
Resolution N0. 2013-RO181
CONTRACT# 11300
PROFESSIONAL SERVICES AGREEMENT
STATE OF TEXAS
COUNTY OF LUBBOCK §
This Agreement ("Agreement'), effective as of the 13th day of June 2013, is by and between City of
Lubbock, Texas ("City"), a Texas home rule municipal corporation, and Stiles, Wallace & Associates
'SWA'% a Texas Partnership.
WITNESSETH
WHEREAS, the City desires to obtain professional architectural and engineering ("A/E'� services
related to the construction of three new canine stray holding bays and one clean room at the City of
Lubbock Animal Shelter located at 3323 SE Loop 289, Lubbock, Texas (the "Project'; and
WHEREAS, SWA has a professional staff experienced and is qualified to provide professional A/E
services related to the Project, and will provide the services, as defined below, for the price provided
herein, said price stipulated by City and SWA to be a fair and reasonable price; and
WHEREAS, the City desires to contract with SWA to provide professional A/E services related to
the Project and SWA 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 SWA 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 one (1) year, as set forth in the receipt of the Notice to Proceed. The term may be altered
by subsequent amendments of this Agreement, with the written and authorized consent of both parties.
ARTICLE II. SERVICES AND COMPENSATION
SWA shall perform the services described in Exhibit A with regard to the Project and payment shall be
due and payable upon receipt in accordance with work provide. Payments due SWA under this
Agreement shall be electronically transferred either by ACH, or wire transfer to the bank account and in
accordance with the bank instructions identified in Engineer's most recent invoice in immediately
available funds no later than the payment due date. Invoice number, project name and Contract
Number shall be referenced in the bank wire reference fields or the ACH addenda information. In the
event that such electronic funds transfer methods are not available to City, then payments due SWA
under this Agreement shall be made by check and mailed to the Address identified in the remittance
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SWA Agreement
instructions on SWA's most recent invoice. The Remittance Advice document shall be mailed with the
check to the address.
ARTICLE III. TERMINATION
A. General. City may terminate this Agreement, for any reason or convenience, upon thirty (30)
days written notice to SWA. In the event this Agreement is so terminated, the City shall only pay SWA
for services actually performed by SWA up to the date SWA is deemed to have received notice of
termination as provided herein.
B. Termination and Remedies. In the event SWA 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 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
A. 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 document, this provision shall control.
ARTICLE V. REPRESENTATIONS AND WARRANTIES
A. Existence. SWA is a Partnership 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. Authorization. Execution, delivery, and performance of this Agreement and the activities
contemplated hereby have been duly and validly authorized by all the requisite Partnership action on
the part of SWA. This Agreement constitutes legal, valid, and binding obligations of the SWA and is
enforceable in accordance with the terms thereof.
C. Professional. SWA 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,
both state and federal, including, without limitation the applicable laws, regarding the activities
contemplated hereby.
D. Performance. SWA 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 engineering services, and comply with all applicable laws, rules, and
regulations, both state and federal, relating to professional A/E services, as contemplated hereby.
E. Use of Copyrighted Material. SWA warrants that any materials provided by SWA for use by
City pursuant to this Agreement shall not contain any proprietary material owned by any other party
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SWA Agreement
that is protected under the Copyright Act or any other law, statute, rule, order, regulation or ordinance
relating to the use or reproduction of materials. SWA shall be solely responsible for ensuring that any
materials provided by SWA pursuant to this Agreement satisfy this requirement and SWA agrees to
indemnify and hold City harmless from all liability or loss caused to City or by to which City is exposed
on account of SWA's failure to perform this duty.
F. SWA warrants that it shall perform the Project in accordance with the standards of care and
diligence normally practiced by recognized A/E firms in performing services of a similar nature. If,
during the six month period following the earlier of completion or termination of the Project it is shown
there is an error in the Project caused solely by SWA's failure to meet such standards, and City has
promptly notified SWA in writing of any such error within that period, SWA shall perform, at SWA's cost,
such corrective A/E services within the original Scope of Services as may be necessary to remedy such
error.
ARTICLE VI. SCOPE OF WORK
SWA shall accomplish the following:
Professional A/E Services related to the Animal Shelter Renovations project, as defined in Exhibit "A".
ARTICLE VII. INDEPENDENT CONSULTANT STATUS
SWA and City agree that SWA shall perform the duties under this Agreement as an independent
consultant and shall be considered as independent consultant under this Agreement and/or in its
activities hereunder for all purposes. SWA has the sole discretion to determine the manner in which the
services are to be performed. During the performance of the Project under this Agreement, SWA and
SWA'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 VIII. INSURANCE
SWA 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 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 as described in Exhibit B.
SWA 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 SWA 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. Except for Professional Liability, the policies will be written on an
occurrence basis, subject to the following minimum limits of liability:
Commercial General Liability:
Combined Single Limit: $1,000,000
Page 3 of 8
SWA Agreement
Professional Liability:
Combined Single Limit: $1,000,000
Automobile Liability:
Combined Single Limit for any auto: $500,000 Per Occurrence
SWA shall further cause any approved subcontractor or sub -consultant to procure and carry,
during the term of this Agreement, Professional Liability coverage, as specified above for SWA,
protecting City against direct losses caused by the professional negligence of the approved
subcontractor or sub -consultant.
The City shall be named as additional insured with respect to the 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. SWA shall provide a Certificate of Insurance to the City 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 included in the Certificate.
Copies of all endorsements are required.
SWA shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the
Texas Labor Code. Further, SWA 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 SWA maintains
said coverage. SWA 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 of Lubbock.
If at any time during the life of the Agreement or any extension hereof, SWA fails to maintain
the required insurance in full force and effect, SWA shall be in breach hereof and all work under the
Agreement shall be discontinued immediately.
ARTICLE IX. EMPLOYMENT OF AGENTS/ RETAINING
OF CONSULTANTS
SWA may employ or retain consultants, contractors, or third parties (any of which are referred
to herein as "Sub -consultant"), to perform certain duties of SWA provided that City approves the
retaining of Sub -consultants. SWA is at all times responsible to City to perform the Project as provided
in this Agreement and SWA is in no event relieved of any obligation under this Contract upon retainage
of any approved Sub -consultant. Any agent and/or Sub -consultant retained and/or employed by SWA
shall be required to carry, for the protection and benefit of the City and SWA and naming said third
parties as additional insureds, insurance as described above in this Agreement.
ARTICLE X. CONFIDENTIALITY
SWA 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.
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SWA Agreement
ARTICLE XI. INDEMNITY
SWA 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 SWA, ITS AGENTS,
EMPLOYEES, AND/OR SUBCONSULTANTS, RELATED TO THE PERFORMANCE, OPERATIONS OR
OMISSIONS UNDER THIS CONTRACT AND/OR THE USE OF OCCUPATION OF CITY OWNED PROPERTY.
THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OF
TERMINATION OF THIS AGREEMENT.
ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS
SWA 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 SWA to City or City to SWA 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. SWA 's Address. SWA 's address and numbers for the purposes of notice are:
Stiles, Wallace & Associates
Attn: M. Edward Stiles, AIA
1615 Avenue M
Lubbock, TX 79401
Telephone: (806) 795-6431
Facsimile: (806) 747-8416
C. City's Address. The City's address and numbers for the purposes of notice are:
City of Lubbock
Attn: Wesley D. Everett — Director Facilities Management
P. 0. Box 2000
1625 13th Street
Lubbock, TX 79457
Telephone: (806) 775 — 2275
Facsimile: n/a
Page 5 of 8
SWA Agreement
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
City shall furnish SWA any available data in the possession of the City pertinent to SWA's
Services, so long as City is entitled to rely on such data for the performance of SWA's Services under
this Agreement (the "Provided Data'. SWA 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. SWA shall provide access to its books and records to the City. The City may audit, at
its expense and during normal business hours, SWA's books and records with respect to this Agreement
between SWA and City.
C. Records. SWA shall maintain records that are necessary to substantiate the services
provided by SWA.
D. Assignability. SWA 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
SWA, and in the case of City, its respective successors, legal representatives, and assigns, and in the
case of SWA, 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.
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 SWA and City.
Page 6 of 8
SWA Agreement
I. Entire Agreement. This Contract, including Exhibits "A" and "B", attached hereto, contains
the entire Agreement between the City and SWA, 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 SWA and the City.
K. Documents Owned by City. Any and all documents, drawings and specifications prepared
by SWA as part of the Project hereunder, shall become the property of the City when SWA has been
compensated as set forth in Article II, above. SWA shall make copies of any and all work products for
its files.
L. Notice of Waiver. A waiver by either City or SWA of a breach of this Agreement must be in
writing to be effective. In the event either parry 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 City and SWA.
N. Extent of Responsibility. SWA does not guarantee that proposals, bids or actual project
costs will not vary from SWA's opinions of probable cost or that actual schedules will not vary from
SWA's projected schedules. SWA 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 SWA, to fulfill contractual responsibilities to the Client 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 SWA in Exhibit A, Scope of Services.
0. Unforeseen Circumstances. Except for Client'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. Architect shall be entitled to an equitable adjustment in schedule and
compensation in the event such circumstances occur.
EXECUTED as of the Effective Date hereof.
CITY OF LUBBOCK
C. ROBERTSON, MAYOR
ATTEST:
Re ecca Garza, City Secretary
k
SWA Agreement
Page 7 of 8
APPROVED AS TO CONTENT:
6- �6ya�
Wesley D. Everett
APPROVED AS.TO FORM:
Chad Weaver, Assistant City Attorney
STILE WALLACE & ASSOCIATES
/a:
'9*4
dward Stiles, AIAner
Page 8 of 8
SWA Agreement
EXHIBIT A
SWA Agreement
STILES, WALLACE & ASSOCIATES
Architects - Planners - Interior Design
1615 Avenue M - Lubbock, Texas 79401
April 10, 2013
Mr. George Lisenbe
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
Re: Addition to City of Lubbock Animal Shelter & Adoption Center
3323 SE Loop 289, Lubbock, Texas 79403
Dear Mr. Lisenbe:
Stiles, Wallace & Associates propose to famish basic architectural and engineering services for
the above referenced project for a fixed fee amount of Fifty -Six Thousand Five Hundred
Seventy -Four and No/100 Dollars ($56,574.00). This fee is based on a 4,530 square foot
addition to the north west corner of the existing facility, consisting of three (3) canine stray
holding bays and one (1) clean room. The design and construction shall be similar in nature, but
not identical, to the existing facility.
If the project is increased in size or if additional items are added to the project, which increase
the overall cost of the project, the architectural and engineering fees shall be increased
accordingly. Said fees shall be increased based on 8.2 per cent of the total cost of construction.
Our services would include the following:
1. All meetings (programming, design reviews, pre-bid, pre -construction, etc.).
2. All travel, telephone, postage and other normal miscellaneous business expenses.
3. All field measurements and site inspections.
4. All necessary structural, mechanical, plumbing and electrical engineering.
5. Complete set of construction documents (plans and specifications).
4. Construction administration (review of pay applications, shop drawings, submittals,
field testing, periodic site inspections, field changes, punch lists, etc.).
5. Processing of close out documents including as -built drawings and electronic files.
Our services would not include the following:
1. Detailed boundary and topographical site survey.
2. Soil analysis, test borings, density testing and concrete testing.
3. Full time on site supervision.
4. Cost of TDLR/ADA review fees and inspections.
5. Cost of legal notices and reproduction of contract documents.
Page One of Two
Voice: 806. 79 5.643 1 - Fax: 806.747.8416 - Email: swanet n swalubbock.com - Web: swnlubbock.coin
STILES, WALLACE & ASSOCIATES
Architects • Planners • Interior Design
1615 Avenue M • Lubbock, Texas 79401
As always, we certainly appreciate the opportunity to work for you and the City of Lubbock.
Please advise if you require additional information or explanation concerning this proposal.
Sincerely,
STILES, WALLACE & ASSOCIATES
//
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- 4 ", 4&�
M. Edward Stiles, AIA
Page Two of Two
Voice: 806.795.643 1 • Fax: 806.747.8416 • Email: swanet F_t swalubbock.com • Web: swalubbock.com
EXHIBIT B
SWA Agreement