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Item 4I - Attachment A AGREEMENT FOR PROFESSIONAL SERVICES PAGE 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 16th day of May, 2023, by and between the City of Southlake, Texas (hereinafter referred to as “CITY”), Tate Snyder Kimsey Architects, LTD dba TSK (hereinafter referred to as “CONSULTANT”). WHEREAS, CITY contemplates the need to relocate the Emergency Operations Center (EOC) to an unfinished space on the first level of DPS Headquarters. This project is to be known as the Emergency Operations Center (EOC) Relocation project and hereinafter referred to as the “Project”. WHEREAS, CONSULTANT is qualified to provide professional Services in accordance with Texas Gov’t Code Ch. 2254, and CONSULTANT is able and desirous to perform the necessary work upon which the Project is based and is willing and able to work with CITY staff to organize and coordinate the professional services necessary to complete the Project. NOW, THEREFORE, CITY engages CONSULTANT to perform, and CONSULTANT agrees to perform, the consulting work for the Project, as more fully described herein below, and CITY agrees to pay as compensation, and CONSULTANT agrees to accept as compensation, the payments on the dates and in the amounts herein specified, all in accordance with the terms more fully set out below and as provided in Attachment A (“Scope of Work”), which is attached hereto and incorporated by reference as if fully set forth herein. I. ARTICLE PROFESSIONAL SERVICES A. Scope of Work CONSULTANT will provide the supervision, direction, personnel and equipment to perform the consulting Services outlined in Attachment A in accordance with the terms set forth in this Agreement and in Attachment A. B. Definitions “Services” refer to the professional services performed by CONSULTANT pursuant to this Agreement. C. Changes CITY, without invalidating the Agreement, may order changes within the general scope of the work, as described in Attachment A, required by the Agreement by altering, adding to and/or deducting from the work to be performed. If any change causes an AGREEMENT FOR PROFESSIONAL SERVICES PAGE 2 increase or decrease in CONSULTANT’s cost of, or the time required for, the performance of any part of the Services under the Agreement, an equitable adjustment will be made by mutual agreement and this Agreement shall be modified in writing accordingly. D. Coordination with Owner The CITY shall make available to CONSULTANT for use in performing Services hereunder all existing plans, maps, field notes, statistics computations and other data in the CITY’s possession relative to existing facilities and to the Project. CONSULTANT shall be entitled to rely on the provided information and will not be held responsible for any errors or omissions that may arise as a result of erroneous or incomplete information provided by the CITY and/or the CITY's consultants and contractors; provided, however, that CONSULTANT must, within a reasonable time of learning of any erroneous or incomplete information disclose in writing to the CITY the existence of any known erroneous or incomplete information that is discovered by CONSULTANT, or that reasonably should have been discovered by CONSULTANT using ordinary diligence, during the term of this Agreement. E. Site and Local Conditions CONSULTANT has the right to examine the site in order to become acquainted with local conditions and accepts conditions at the site unless otherwise noted in writing to the CITY. Any coordination or scheduling of work by CITY shall not relieve CONSULTANT from its responsibilities specified hereunder. Necessary arrangement for access to any site by CONSULTANT’s employees will be made with CITY. F. Assignment and Subcontractors/Third Party Rights The rights and obligations covered herein are personal to each party hereto and not to any third party and for this reason neither this Agreement nor any contract hereunder shall be assigned by either party in whole or in part; nor shall CONSULTANT subcontract any of its obligations under this Agreement without the prior written consent of CITY. G. Independent Contractor CONSULTANT covenants and agrees that it will perform the work hereunder as an independent contractor, and not as an officer, agent, servant, or employee of CITY; that CONSULTANT shall have exclusive control of and exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants; that the doctrine of respondent superior shall not apply as between CITY and CONSULTANT, its officers, agents, employees, AGREEMENT FOR PROFESSIONAL SERVICES PAGE 3 contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and CONSULTANT. H. Disclosure By signature of this contract, CONSULTANT warrants to CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interests, direct or indirect, in property abutting the proposed Project and business relations with abutting property owners. CONSULTANT further warrants that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. Finally, CONSULTANT warrants that it has submitted to the City a completed Conflicts of Interest Questionnaire as required by Chapter 176 of the Texas Local Government Code. I. Approval by CITY Approval by CITY of this Agreement shall not constitute or be deemed to be a release of the responsibility and liability of CONSULTANT, its officers, agents, employees, and subcontractors for the accuracy and competency of the Services performed under this Agreement, including but not limited to surveys, designs, working drawings and specifications and other engineering documents. Such approval shall not be deemed to be a waiver or an assumption of such responsibility and liability by CITY for any negligent act, error, or omission in the performance of CONSULTANT’s professional Services or in the conduct or preparation of the subsurface investigations, surveys, designs, working drawings and specifications or other consulting documents by CONSULTANT, its officers, agents, employees and subcontractors, it being the intent of the parties that approval by CITY signifies the CITY’s approval of only the general design concept of the improvements to be constructed. J. Indemnification CONSULTANT SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL DAMAGES, LOSS OR LIABILITY OF ANY KIND WHATSOEVER, BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSON CAUSED BY ANY OMISSION OR NEGLIGENT ACT OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, OR OTHER PERSONS FOR WHOM IT IS LEGALLY LIABLE, WITH REGARD TO THE PERFORMANCE OF THIS CONTRACT, AND CONSULTANT WILL, AT ITS COST AND EXPENSE, DEFEND, PAY ON BEHALF OF, AND PROTECT CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. THE PROVISIONS OF AGREEMENT FOR PROFESSIONAL SERVICES PAGE 4 THIS SECTION ARE SUBJECT TO THE LIMITATIONS OF TEXAS LOCAL GOVERNMENT CODE SECTION 271.904 AND SHALL BE CONSTRUED TO THAT EFFECT. K. No Third Party Beneficiary For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) this Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity (except the indemnitees identified or described in Article I, Section J., above), notwithstanding the fact that such third person or entities may be in a contractual relationship with CITY and CONSULTANT, or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations they owe to either CITY or CONSULTANT. L. Successors and Assigns CITY and CONSULTANT each bind themselves and their successors, executors, administrators and assigns to the other party to this Agreement and to the successors, executors, administrators and assigns of such other party with respect to all covenants of this Agreement. Neither CITY nor CONSULTANT shall assign or transfer its interest in this Agreement without prior written consent of the other. II. ARTICLE CITY’S RESPONSIBILITIES CITY will: 1. Provide full information as to CITY’s requirements for the Project; 2. Assist CONSULTANT by placing at CONSULTANT’s disposal all information in CITY’s control or knowledge which is pertinent to the Project, including executed right-of-way easements and final field survey data; 3. Examine all work presented by CONSULTANT and respond within reasonable time and in writing to the material submitted by CONSULTANT; 4. Pay all costs incident to advertising for obtaining bids or proposals from Contractors; AGREEMENT FOR PROFESSIONAL SERVICES PAGE 5 5. Give prompt written notice to CONSULTANT whenever CITY observes or otherwise becomes aware of any defect in CONSULTANT’s work or in Contractor’s work; 6. Designate in writing a person to act as its representative with respect to this Agreement, such person having complete authority to transmit instructions, receive information, and make or interpret the CITY’s decisions; 7. Provide all information and criteria as to the CITY’s requirements, objectives, and expectations for the Project including all numerical criteria that are to be met and all standards of development, design, or construction; 8. Provide to the CONSULTANT all previous studies, plans, or other documents pertaining to the Project and all new data reasonably necessary in the CONSULTANT’s opinion, such as site survey and engineering data, environmental impact assessments or statements, zoning or other land use regulations, etc., upon all of which the CONSULTANT may rely; 9. Arrange for access to the site and other private or public property as required for the CONSULTANT to provide its Services; and 10. Provide any other information or assistance as may be necessary for additional CONSULTANT Services as provided in Article V, hereof, and Attachment B (“Fee Schedule”) hereto. The CONSULTANT shall not be held responsible for any errors or omissions that may arise as a result of erroneous or incomplete information provided by the CITY and/or the CITY’s consultants and contractors; provided, however, that CONSULTANT must, within a reasonable time of learning of any erroneous or incomplete information disclose in writing to the CITY the existence of any known erroneous or incomplete information that is discovered by CONSULTANT, or that reasonably should have been discovered by CONSULTANT using ordinary diligence, during the term of this Agreement. III. ARTICLE COMPENSATION FOR PROFESSIONAL SERVICES The CITY shall compensate CONSULTANT for Services rendered under this Agreement, in accordance with the following: AGREEMENT FOR PROFESSIONAL SERVICES PAGE 6 For the completion of the work contemplated in Article I, the CONSULTANT shall be paid on a lump sum, fixed fee basis in the amount of $145,300 for Basic Services and on an hourly basis plus expenses in an amount not to exceed $20,950 (as outlined in Attachment B) with a total not to exceed cost ceiling of $166,250 as billed monthly by CONSULTANT. IV. ARTICLE TIMES OF BILLING AND PAYMENT The CONSULTANT shall bill CITY monthly for any Services and expenses incurred in accordance with the work performed subject to the limits set out in Article III. Payment shall be due within thirty (30) days of receipt by CITY of a properly prepared and correct invoice from CONSULTANT. CONSULTANT’s invoices shall be accompanied by such records or other written proof as CITY deems necessary to verify the billings. Invoices shall be made to City Finance Department’s office at 1400 Main Street, Suite 440, Southlake, Texas 76092. If CITY fails to make payment due CONSULTANT within thirty (30) days of the day when payment for Services and expenses is due under the terms of this Agreement, CONSULTANT shall be entitled to interest on such unpaid sums at the rate provided in Chapter 2251 of the Texas Government Code. V. ARTICLE ADDITIONAL CONSULTANT SERVICES In addition to performing its professional Services set out in this Agreement, CONSULTANT agrees to perform additional Services as requested by CITY from time to time and CITY agrees to compensate CONSULTANT for such additional Services in accordance with CONSULTANT’s standard hourly fee and expenses as outlined in Attachment B, for actual time expended and actual out-of-pocket sums expended, such additional Services may be one or more of the following: 1. Make or prepare detailed description of sites, maps, or drawings related thereto and outside the scope of the Project; 2. Appearances before courts or boards on matters of litigation or hearings related to the Project; 3. Preparation of environmental impact assessments or statements for any governmental agency; AGREEMENT FOR PROFESSIONAL SERVICES PAGE 7 4. Miscellaneous engineering work for CITY not related to the Project; 5. To provide resident project construction inspection, unless such inspection is not required, in writing, by the CITY; or 6. Other additional Services agreed to by the parties in writing and incorporated herein. VI. ARTICLE STANDARD OF CARE In performing its professional Services, the CONSULTANT will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the Services are provided and in accordance with any applicable governmental laws, regulations and ordinances. Notwithstanding any other provision of this Agreement, if engineering or architectural services are provided by CONSULTANT, or its subconsultant(s) in any manner pursuant to this Agreement, then the standard of care provided in Texas Local Gov’t Code Sec. 271.904 shall be applicable as it relates to those engineering or architectural services. VII. ARTICLE PERIOD OF SERVICE This Agreement shall be effective upon execution by CITY and CONSULTANT, and shall remain in force until work is completed on the Project or until terminated under the provisions hereinafter provided in Article VIII. VIII. ARTICLE TERMINATION The CITY may terminate this Agreement at any time for convenience, with or without cause by giving written notice to the CONSULTANT. Such termination may be made effective on such future date as agreed by the parties, but absent such agreement shall be immediate. Upon receipt of such notice the CONSULTANT shall immediately discontinue all Services and work and the placing of all orders or the entering into contracts for supplies, assistance, facilities, and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. The CONSULTANT, upon termination, shall be paid for all Services rendered through the date of termination together with any additional reimbursable expense then AGREEMENT FOR PROFESSIONAL SERVICES PAGE 8 due and allowable under this Agreement. IX. ARTICLE OWNERSHIP OF DOCUMENTS 1. All completed or partially completed reports prepared under this Agreement, including the original drawings in both paper and electronic formats, shall become the property of CITY if this Agreement is terminated. Upon completion and payment of this Agreement, the final design, drawings, specifications and documents in both paper and electronic formats shall be owned by CITY. 2. Reuse, change or alteration by CITY or others acting by or on behalf of CITY of such documents without the permission of CONSULTANT shall be at CITY’s sole risk. X. ARTICLE INSURANCE ENGINEER shall carry and maintain at all times during design and construction, at CONSULTANT’s expense, insurance of the type and of minimum coverage limits as follows: 1. Workers Compensation - Statutory Employer’s Liability - Limits as required by the State of Texas. 2. Comprehensive General Liability, Bodily Injury and Property Damage including contractual liability in a combined single limit - $500,000 per occurrence. 3. Comprehensive Automotive Liability, Bodily Injury and Property Damage in a combined single limit - $1,000,000 per accident. Certificates of insurance for the above coverage in a form acceptable to CITY, evidencing the coverage required above, shall be provided to CITY within ten (10) business days after execution of this Agreement and prior to issuing Notice to Proceed. Such certificates shall provide that the insurer will give CITY not less than ten (10) days notice of any material changes in or cancellation of coverage. In the event any subcontractor of CONSULTANT, with or without CITY’s consent, provides or renders Services under this Agreement, CONSULTANT shall ensure that the subcontractor’s Services are covered by the same insurance limits as set forth above. AGREEMENT FOR PROFESSIONAL SERVICES PAGE 9 CONSULTANT shall not commence work under this Agreement until it has obtained Professional Liability (Errors and Omissions) Insurance as required hereunder and such insurance coverage has been approved by CITY. Such insurance shall be in the minimum amount of $1,000,000 and shall include coverage of Contractually Assumed Liability. The insurance coverage prescribed herein shall be maintained until three (3) years after CITY’s acceptance of the construction project and shall not be canceled without prior written notice to CITY. In this connection, upon the signing and return of this Agreement by CONSULTANT, a Certificate of Insurance shall be furnished to CITY as evidence that the insurance coverage required herein has been obtained by CONSULTANT, and such certificate shall contain the provision that such insurance shall not be cancelled or modified without thirty (30) days prior written notice to CITY. CONSULTANT shall notify CITY within ten (10) days of any modification or alteration in such Professional Liability (Errors and Omissions) Insurance. XI. ARTICLE AUTHORIZATION, PROGRESS AND COMPLETION CITY and CONSULTANT agree that the Project is planned to be completed by September 30, 2024. CONSULTANT shall employ manpower and other resources, and use professional skill and diligence in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality, to meet the schedule; however, CONSULTANT shall not be responsible for schedule delays resulting from conditions beyond its control. By mutual agreement, CITY and CONSULTANT may modify the Project schedule during the course of the Project and if such modifications affect CONSTULTANT’s compensation, it shall be modified accordingly, subject to CITY’s approval. For additional CONSULTANT Services, the authorization by CITY shall be in writing and shall include the definition of the additional Services to be provided, the schedule for commencing and completing the additional Services, and the basis for compensation as agreed upon by CITY and CONSULTANT. XII. ARTICLE NOTICE Any notice required under this Agreement will be in writing and given either personally, by registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, addressed to the parties as follows: If to CITY: Shana Yelverton City Manager AGREEMENT FOR PROFESSIONAL SERVICES PAGE 10 City of Southlake 1400 Main Street, Suite 460 Southlake, Texas 76092 Phone: 817-748-8400 Fax: 817-748-8010 If to CONSULTANT:Erica Bish, AIA, NCARB, CSI Dallas Office Director TSK 5830 Granite Parkway, Suite 750 Plano, TX 75024 Phone: (972) 292-7670 All notice shall be effective upon the date of receipt. XIII. ARTICLE SEVERABILITY In the event that any provision of this Agreement shall be found to be void or unenforceable, such finding shall not be construed to render any other provisions of this Agreement either void or unenforceable. All provisions, which are void or unenforceable, shall not substantially affect the rights or obligations granted to or undertaken by either party. XIV. ARTICLE VENUE-LAW Venue of any suit or cause of action under this Agreement shall lie exclusively in Tarrant County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas, without regard for conflict of laws principles. XV.ARTICLE MISCELLANEOUS Texas Boycott Prohibitions. To the extent required by Texas law, CONSULTANT verifies that: (1) it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, as defined in Texas Government Code § 2274.001, and that it will not during the term of this Agreement discriminate against a firearm entity or firearm trade association; (2) it does not “boycott AGREEMENT FOR PROFESSIONAL SERVICES PAGE 11 Israel” as that term is defined in Texas Government Code § 808.001 and it will not boycott Israel during the term of this Agreement; and (3) it does not “boycott energy companies,” as those terms are defined in Texas Government Code §§ 809.001 and 2274.001, and it will not boycott energy companies during the term of this Agreement. Texas Public Information Act. Notwithstanding any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. The requirements of Texas Gov’t Code Sec. 2252.907 and Subchapter J, Chapter 552, Government Code, may apply to this Agreement and each Party agrees that this Agreement may be terminated if a Party knowingly or intentionally fails to comply with a requirement of Subchapter J, if applicable. Texas Ethics Disclosure. To the extent required by Texas law, CONSULTANT represents that it has completed a Texas Ethics Commission (“TEC”) form 1295 (“Form 1295”) generated by the TEC electronic filing application in accordance with the provisions of Texas Government Code 2252.908 and the rules promulgated by the TEC. The Parties agree that, with the exception of the information identifying the CITY and the contract identification number, the CITY is not responsible for the information contained in the Form 1295. IN WITNESS WHEREOF the parties have caused this Agreement to be executed in two equal originals on the date and year first above mentioned. CITY OF SOUTHLAKE: By: _________________________________ John Huffman, Mayor ATTEST: By: _________________________________ City Secretary AGREEMENT FOR PROFESSIONAL SERVICES PAGE 12 TSK By: _________________________________ Erica Bish, Dallas Office Director THE STATE OF TEXAS § COUNTY OF TARRANT § Before me on this day personally appeared ______________ known to me [or proved to me on the oath of _______________ or through ___________________ (description of identity card or other document)] to be the person whose name is subscribed to the foregoing instrument and that he/she is the duly authorized ______________________ of _____________________________, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this _____ day of __________, A.D.2023. ______________________________________ (SEAL) Notary Public, State of Texas ____________________________________ Notary’s Name Printed AGREEMENT FOR PROFESSIONAL SERVICES PAGE 13 Attachment A Scope of Services A. Design Development Services (30% Design) · Obtain existing conceptual documentation for Southlake EOC (in original software format if available). · Project Kickoff meeting to walk site and confirm scope of work. · Provide preliminary layout (floor plan, rcp, elevations as required) to Southlake for approval. B. Construction Document Phase & Permitting Services · Provide coordinated set of documents for permitting. · Perform additional site investigations (up to 2 – 1 hr. max) as needed to validate scope solutions. · Provide elevations and details as required. · Provide finish selections. · Provide a 60% Construction Document Submittal. o Team will respond and incorporate comments on the drawings. Includes a cost estimate based on this submission. · Provide a 90% Construction Document Submittal. o Team will respond and incorporate comments on the drawings. Includes a cost estimate based on this submission. o Documents submitted for permit review at this milestone · Provide a 100% Construction Document Submittal & Project Manual o Includes a cost estimate o Includes coordination of front-end specifications with City of Southlake · Submit for Texas Accessibility Standards (TAS) review. · Submit the accepted package to City of Southlake Building Inspections to initiate the permit review process. · Provide all team members with PDF set of permit review documents. · Complete and provide Southlake Building Inspections required and requested forms and support documentation. · Prepare and revise drawings in response to City of Southlake Building Inspections comments. C. Bidding Services · Respond to bidder questions. · Prepare bid addenda as necessary. · Attend Bid Walk, if requested. D. Construction Administration Services · TSK to attend a precon meeting and a final walkthrough. · Provide assistance and advise the Owner when requested regarding interpretation of design intent of contract documents, requests for information, and product and shop drawing submittals. · Architectural representative(s) to provide site observation at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of work completed. TSK to attend at minimum bi-weekly construction meetings (up to 8 – 1 hr. meetings in total) for the duration of construction 180 calendar days. Extended CA services beyond the noted duration due to no fault of the AE Team will be discussed with Southlake for possible additional service costs prior to additional participation. · MEP engineering representative(s) to provide a total of four (4) site observations & reports during milestone construction points. AGREEMENT FOR PROFESSIONAL SERVICES PAGE 14 · Review Contractor’s Request for Payment and advise the Owner. · Prepare supplemental drawings, if required. To be submitted as ASIs (architectural supplemental information) after award of bid. · Provide CCDs and manage submittal/review process with Southlake for items requiring clarification to the construction documents. o CCDs requested for contractor convenience or field discovery items will be discussed with the City of Southlake for possible additional service costs prior to initiation. o CCDs initiated by the owner will be discussed with the City of Southlake for possible additional service costs prior to initiation. · Record As-Built Documents to be provided at project completion. AGREEMENT FOR PROFESSIONAL SERVICES PAGE 15 Attachment B Fee Schedule * All related Plan Check and Permit Fees will be paid by the CITY and/or awarded general contractor. ** Reimbursable expenses are an estimate based on similar past project experiences and may be greater than or less than required for actual needs. CONSULTANT will notify the CITY if expenses may exceed the anticipated allowance. Compensation for additional expenses, if necessary, shall be provided by the Client. Reimbursable expenses for TAS review and inspection, messenger and delivery services, and reproduction for other than in- house check prints and plots made by the CONSULTANT in the interest of the project are separate from our fees and will be billed with a multiplier of 1.1. AGREEMENT FOR PROFESSIONAL SERVICES PAGE 16 AGREEMENT FOR PROFESSIONAL SERVICES PAGE 17