Item 4HCITY OF
SOUTH LAKE
MEMORANDUM
June 9, 2009
TO: Shana Yelverton, City Manager
FROM: Chris Tribble, Director of Community Services
SUBJECT: Approve a professional services contract with Schrickel,
Rollins and Associates, Inc., for the engineering and design of
north multi - purpose fields and related improvements
Action Requested: City Council approval of a professional services contract with
Schrickel, Rollins and Associates, Inc., for the engineering
and design of north multi - purpose fields and related
improvements for a total amount not to exceed $413,700.
Background
Information: Attached is a proposed professional services agreement with
Schrickel, Rollins and Associates, Inc., (SRA) to perform the
engineering and design for north multi - purpose fields and
related improvements. SRA has performed well in providing
the City with the schematic design for the redevelopment of
Bicentennial Park and the construction documents for Phase
1 of the project. In 2007, SRA completed the conceptual
design and an opinion of probable cost for "North Park"
(DPS North potential park site). If approved, Terry Cheek,
President of SRA will serve as the lead on this project for the
consultant.
The description of Professional Services includes (see
details on attached Scope of Services for North Park
Development):
• Pre - Design Phase
• Concept Design Phase
• Construction Document Phase
• Construction Bidding Phase
• Construction Observation and Administration Phase
With over fifty years experience in planning, landscape
design, and engineering services, SRA is recommended to
perform the desired work based on their knowledge of park
and athletic facility design and their proven abilities on the
Bicentennial Park Project. SRA is a full service firm with a
4H -1
Shana Yelverton, City Manager
City Council Meeting Date — June 16, 2009
Page 2 of 3
solid reputation. They have designed and provided
professional services on numerous high level park facilities
in the area to include Texas Star in Euless, Wagon Wheel
Park in Coppell, Hurst Community Park, C.P. Waggoner
Park in Grand Prairie, Roger Williams Ballpark (Weatherford
College), and the TCU baseball facility. Their current staffing
and schedules are favorable and should allow for the
completion of the work in a timely fashion (approximately six
months).
Financial
Considerations: Funding for this project in the amount of $1,237,000 for
design and a portion of Phase 1 Development, has been
allocated within the approved FY 2008 and FY 2009 SPDC
CIP budgets. The Opinion of Probable Construction Costs
generated by SRA in April 2009, based on the current
conceptual design produced in 2007, for the entire project
(potentially two phases) is $4,323,000. The proposed
engineering and design fees are $413,700 representing
9.5% of the proposed construction costs. The additional
$3,499,700 needed to complete the project will be included
in the proposed FY 2010 SPDC CIP budget for City
Council's consideration.
Strategic Link: This item is linked to the City's Strategy Map related to the
focus areas of Quality Development and Performance
Management and Service Delivery and meets the corporate
objectives to Invest to provide and maintain high quality
public assets, and Provide attractive and unique spaces for
enjoyment of personal interests.
Citizen Input/
Board Review: The Parks Board and SPDC will consider this item at a
special joint meeting on June 16, 2009 prior to the City
Council meeting.
Legal Review: This contract has been reviewed and approved by the City
Attorney.
Alternatives: Alternatives may include the following:
• City Council approval
• City Council approval with input as desired
• City Council decision not to approve
4H - 2
Shana Yelverton, City Manager
City Council Meeting Date — June 16, 2009
Page 3 of 3
Supporting
Documents: Supporting documents include the following items:
• Original Concept Plan for Park (2007)
• Professional Services Proposal from SRA
• Professional Services Contract
Staff
Recommendation: City Council approval of a professional services contract with
Schrickel, Rollins and Associates, Inc., for the engineering
and design of north multi - purpose fields and related
improvements for a total amount not to exceed $413,700.
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June 10, 2009
Mr. Chris Tribble, Director
Community Services Department
City of Southlake
400 N. White Chapel Boulevard
Southlake, Texas 76092
RE: North Park Development — Professional Services Proposal
Exhibits: 1. Scope of Services for North Park Development
2. DRAFT Professional Services Contract
3. Preliminary Opinion of Probable Construction Cost
Dear Mr. Tribble:
We truly appreciate the opportunity to provide you with our proposal. We very much look
forward to the prospect of working with your staff, City officials and interested citizens in the
planning and design of North Park — an important Project for your department and the City of
Southlake.
For the benefit of the City and the Project, SRA will coordinate its planning and design
services with those of the architect for the City who is designing / or has designed the
adjacent DPS facility.
Schrickel, Rollins and Associates, Inc. proposes to perform Professional Services for North
Park Development.
With respect to Exhibit 3, "Preliminary Opinion of Probabable Construction Cost ", the Basic
Professional Services of planning and design will be provided by SRA to create construction
documents for the entire North Park Development Project. However, the City will determine
which of the park elements are to be included in the first phase of construction. Accordingly,
SRA will then prepare a set of bidding documents for the first phase of construction.
With respect to Exhibit 2, "DRAFT Professional Services Contract ", this Proposal is submitted
with the assumption that there have been no significant changes to the DRAFT Professional
Services Agreement provided to SRA by e-mail earlier this week.
With respect to Exhibit 1, "Scope of Services ", these tasks and compensations are hereby
proposed to correspond with the format of Exhibit 1:
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A. The Supplemental Professional Services for the Pre - Design Phase of the Project: The
stipulated sum of $85,400.*
* Notes:
This item includes up to ten (10) preparations of individual parcel exhibits and legal
descriptions for new easements or right -of -way dedications on the park site. Actual
charges will be $1,800.00 per parcel as will be prepared if required. Unused
amounts will not be invoiced.
2. This item includes the traffic analysis/ impact study for the park and for the
adjacent DPS site, as requested by the City.
B. The Basic Professional Services for the Concept Design Phase of the Project: The
stipulated sum of $41,200.
C. The Basic Professional Services for the Construction Document Phase of the Project:
The stipulated sum of $164,700.
D. The Basic Professional Services for the Construction Bidding Phase of the Project: The
stipulated sum of $27,400.
E. The Basic Professional Services for the Construction Observation and Administration
Phase of the Project: Since the extent and scope of the first phase of construction is
unknown to the City at this time, SRA will provide Construction Observation and
Administration Services on an "on call and as needed" basis as requested and authorized
by the City. Typical services are described in the Professional Services Contract.
Compensation for these Professional Services will be invoiced by the hourly invoice
method. The allowance provided is for charges anticipated over a ten (10) month period
of construction for the first phase of the Project. The City and SRA will establish and
agree upon a Contract allowance for these services in an amount not to exceed $41,000.
F. Reimbursable Items and Allowances:
Payment for TDLR /Independent Provider Review and Inspector:— Direct cost of
services and reproduction of plans, plus 10 %: An allowance of $4,000.00 (Only
actual costs will be invoiced against the allowance).
2. Reproduction and distribution of bidding documents to prospective bidders: Hourly
invoice charges for SRA personnel and direct cost of printer, plus 10 %: An
allowance of $15,000. (Only actual costs will be invoiced against the allowance).
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3. A Project contingency allowance for the City's use in the event that additional or
otherwise unforeseen Supplemental or Basic Professional Services ( those beyond
the "Scope of Services" and the "Agreement for Professional Services ") would be
needed for the benefit of the Project. This allowance will be entirely controlled by
the City, and its use will be authorized only in writing as an amendment to the
Contract: A contingency allowance of $35,000.
Summation of Project Phases and corresponding compensation and allowances:
Pre - Design Phase $85,400
Concept Design Phase $41,200
Construction Document Phase $164,700
Construction Bidding Phase $27,400
Construction Administration Phase $41,000
Reimbursable Items and Allowances 4 000
TOTAL $413,700
This concludes our Proposal for Professional Services for North Park Development. We look
forward to a pleasant and rewarding experience on the Project with the City staff and the
people of Southlake.
Sincerely,
SCHRICKEL, ROLLINS AND ASSOCIATES, INC.
a4k
Terry T/Che k, RLA
Presi ent
1745i
PROFESSIONAL SERVICES CONTRACT
NORTH PARK DEVELOPMENT
This Professional Services Contract ( "Contract ") is hereby made to be effective on
( "Effective Date ") by and between the City of Southlake, Texas (the "City "), a
municipal corporation located in Tarrant County, Texas, and SCHRICKEL, ROLLINS AND
ASSOCIATES, INC., ( "Architect "), a corporation authorized to do business in the State of Texas. For
convenience, the City and Architect may be referred to hereinafter collectively as the "parties" and
individually as a "party."
WHEREAS, the City desires to retain the professional services of Architect to include generally
the design, engineering, and drafting of construction documents, field surveying, and construction
observation and administration of the multipurpose fields, concession building, parking areas, playground,
pathways, landscaping improvements, and additional park improvements to be located in North Park City
of Southlake, Texas, hereinafter called "Project "; and
WHEREAS, Architect represents that it is qualified and capable of performing the design and
Engineering services proposed herein for this Project and is willing to enter into this Contract with City to
perform said work and services;
NOW, THEREFORE, the parties, in consideration of the terms and conditions contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:
I.
Definitions
A. Unless stated otherwise in this Contract, the terms contained in this Contract shall have the
meaning described in this Article L Any term not defined in this Article I shall be interpreted in
accordance with its common meaning or, if more appropriate, in accordance with the meaning commonly
understood in the construction or engineering industry.
(1) Basic Professional Services —means the work and services of Architect and Architect's
employees, agents and subcontractors to be provided to the City pursuant to the terms of this Contract.
(2) Additional Services —means additional services not included in the Scope of Services
which is negotiated and approved in writing by the City.
(3) Bidding Documents —means the documents consisting of the bidding requirements,
proposed contract forms, General and Supplementary Conditions, specifications and drawings related to
the Project which are to be submitted to prospective bidders on the Work.
(4) Certificate of Substantial Completion —means a document issued by Architect that
represents Architect's certification and representation to the City that, in the Architect's opinion and to the
best of the Architect's knowledge, information and belief: (a) the Work has been substantially completed,
(b) the observed portions of the Work are in general compliance with the Construction Documents, and
(c) the improvements are ready to be used by the City for their intended purpose, save and except for any
items that need to be completed by the general contractor as identified on Architect's Punch List.
PROFESSIONAL SERVICES CONTRACT PAGE 1 OF 21
(5) Certificate of Final Completion —means a document issued by Architect that represents
Architect's certification and representation to the City that, in the Architect's opinion and to the best of
the Architect's knowledge, information and belief: (a) the observed portions of the Work are fully
complete, (b) the observed portions of the Work are in general compliance with the Construction
Documents, (c) the improvements are ready to be used by the City for their intended purpose, and (d) the
general contractor has addressed and corrected items listed on Architect's Punch List to Architect's
satisfaction.
(6) Construction Contract —means the contract entered into between the City and a general
contractor to perform the Work.
(7) Construction Bidding Phase —means that phase of the Project that begins after the City's
approval of the construction plans, designs and specifications and that ends upon the City's award of the
Construction Contract.
(8) Construction Document Phase —means that phase of the Project that begins after the
City's authorizes Architect to draft final construction plans, designs and specifications with respect to the
Project and that ends when the City approves such documents and submits the project for public bidding.
(9) Construction Documents —means all final documents, plans and specifications that are
related to the Project and that are promulgated by and bear the seal of Architect pursuant to this Contract
and shall consist of detailed drawings and specifications setting forth the quality levels of materials and
systems and other requirements for the construction of the Project.
(10) Construction Observation and Administration Phase —means that phase of the Project
that begins after the City awards the Construction Contract and that ends upon the issuance by Architect
of a Final Certificate for Payment or upon the expiration of 60 days after the date of substantial
completion, whichever is earlier.
(11) Contract Documents —means this Contract, the Construction Contract, and the
Construction Documents.
(12) Contract Observation and Administration Services —means that portion of the
Architect's work and services under this Contract whereby Architect takes certain steps during the
Construction Phase as provided in this Contract to assist City staff in charge of the Project to ensure that
the Work is performed in accordance with the terms, conditions, requirements and specifications of the
Construction Documents.
(13) Contract Time —means the total length of time to complete the Project from the
commencement date of the Construction Contract.
(14) Cost of Work —means the total amount of funds to be expended by the City under the
Construction Contract to complete the Project. The Cost of Work shall include the cost at current market
rates of labor and materials furnished by the City and any equipment designed, specified, selected or
specially provided for by Architect, including the Contractor's cost of management or supervision of the
construction, plus allowance for overhead and profit. The Cost of Work shall further include a reasonable
allowance for contingencies for market conditions at the time of bidding and for changes in the Work
PROFESSIONAL SERVICES CONTRACT PAGE 2 OF 21
during construction. The Cost of Work shall not include the fees for Architect's services under this
Contract.
(15) Director – means the City's Director of Community Services.
(16) Design Development Phase —means the phase of the Project that begins when the City
authorizes Architect to develop and draft drawings and specifications for the City's approval which
describe in detail the Engineering, mechanical, electrical, aesthetic and other technical aspects of the
Project, and that ends when the City authorizes Architect to finalize such drawings and specifications.
(17) Final Certificate for Payment —means a document issued by Architect that represents
Architect's certification and representation to the City that in the Architect's opinion and to the best of the
Architect's knowledge, information and belief that the Project is complete and that the City may convey
the balance of the Contract Sum to the general contractor.
(18) Job Site —means the location where the Work is being performed under the Construction
Contract.
(19) Pre- Design Phase —means the phase of the Project that begins on the Effective Date of
this Contract whereby Architect will research and investigate job site conditions as required to complete
the Project, and that ends when the City authorizes Architect to develop and draft drawings and
specifications.
(20) Project Manual —means the documents setting forth the terms and conditions of the
Construction Contract, Project specifications, bidding requirements and sample forms.
(21) Punch List —means the list of items promulgated by Architect that needs to be repaired,
replaced, completed or corrected by the general contractor prior to Architect issuing a Final Certificate for
Payment.
(22) Conceptual Design Phase —means the phase of the Project that begins on the Effective
Date of this Contract whereby Architect will develop and draft preliminary drawings and specifications
for the City's approval which describe generally the conceptual design for the Project, and that ends when
the City approves of said preliminary drawings and specifications.
(23) Work —means the general contractor's provision of labor and materials for the
improvements within North Park in accordance with the terms and specifications of the Contract
Documents.
II.
Terms and Conditions
A. EMPLOYMENT OF THE ARCHITECT
Architect agrees to perform Basic Professional Services and limited Construction Observation and
Administration Services for the City in connection with the Project as set forth in this Contract, and the
City agrees to pay, and Architect agrees to accept payment, as set forth in this Contract, as full and final
compensation for all such services.
PROFESSIONAL SERVICES CONTRACT PAGE 3 OF 21
B. CONTRACT MANAGEMENT
The Director of Community Services ( "Director ") or his designated representative shall administer
and manage this Contract on behalf of the City, and Terry Cheek or his designated representative shall
administer and manage this Contract on behalf of Architect.
C. BASIC PROFESSIONAL SERVICES
(1) Scope of Services. The scope of the Basic Professional Services, as more specifically
described in Article II, Section C(6), includes generally; providing professional consultation and advice,
furnishing all engineering, architectural and landscape architectural services incidental thereto,
preparation and development of construction plans and specifications, surveying, geotechnical
assessments, seeking governmental approvals, assisting in bidding and negotiations, and Construction
Observation and Administration services with respect to the Project. Basic Professional Services shall
also include Architect's presentations at all requested meeting with the City including, but not limited to,
City Council, Planning and Zoning, Southlake Parks Development Corporation, Parks Board, and
neighborhood meetings. All such meetings will be held at a designated City facility. Basic Professional
Services shall further include the following:
(a) the development and drafting detailed design and construction documents, plans
and specifications for North Park Development as described in Article II, Section .C.(6)(d) hereof.
(2) Quality of Services. Architect's Basic Professional Services and Additional Services (as
defined in Article II, Section C(8)(d)) shall be performed with the same degree of professional skill, speed
and care as would be expected from other licensed Architects in the Dallas/Ft. Worth Metroplex area.
Architect shall promptly notify the City about and promptly correct any negligent designs or
specifications furnished by Architect at no cost to the City. The City's approval, acceptance, use of or
payment for all or any part of the Architect's services under this Contract, or of the Project itself, shall in
no way alter the Architect's obligations or the City's rights under this Contract. Notwithstanding City's
approval of the Construction Documents, Architect agrees to provide Construction Documents and
specifications that will be sufficient and adequate to fulfill the purposes of the Project.
(3) Timeliness of Services. The Architect shall submit for the City's approval a schedule for
the performance of the Basic Professional Services which shall be consistent with the time periods
described in Article II, Section G of this Contract. Such schedule shall include allowances for periods of
time required for the City's review and for approval of submissions by other authorities having
jurisdiction over the Project. Architect's completion of the Basic Professional Services shall not exceed
the time limits established by this Contract, unless such delay is approved in writing by the City for good
cause shown in the City's sole estimation. For the purposes of this section 3 only, "good cause" may
include, but may not be limited to, events that are beyond the Architect's control.
(4) Basis of Services. In developing the designs and specifications for the Project, Architect
shall consider the value of alternative materials, building systems and equipment, together with other
considerations based on the City's budgeting and aesthetics concerns.
(5) Approval of Services. Architect shall submit design documents to the City at intervals
appropriate to the design process for the purposes of the City's evaluation and approval of same.
Architect shall be entitled to rely on approvals received from the City in the further development of the
design.
PROFESSIONAL SERVICES CONTRACT PAGE 4 OF 21
(6) Phases of the Project. The Project shall be divided into the following phases: Pre - Design
Phase, Conceptual Design Phase, Design Development Phase, Construction Document Phase,
Construction Bidding Phase, and Construction Observation and Administration Phase. Architect's Basic
Professional Services shall vary with each phase of the Project as described below.
(a) the Supplemental Basic Professional Services for the Pre - Design Phase of the
Project shall include the following:
(i) Topographic Mapping;
(ii) Geotechnical Investigation
(iii) Plat Survey including preparation of easement and /or right -of -way
documents and any title searches required to identify easements and
ownership.
(iv) Data Acquisition of existing drainage and utility information from
the City and Franchise Utility Agencies which will be included on
plan and survey documents;
(v) Base Mapping based on the information collected. Base maps will
be in a 22" x 34" sheet format and shall indicate property
boundaries, topographic information and other existing features such
as visible utilities; and
(vi) Production of an electronically formatted Base Map.
(vii) Traffic Engineering report and studies.
(b) the Basic Professional Services for the Conceptual Design Phase of the Project
shall include the following:
(i) Pre - design Program Refinement Meeting with City Staff members
to refine current program facilities for the site and to outline specific
desired elements over and above elements previously discussed
resulting in a refined program of elements for the park for City
approval;
(ii) Concept Plans which will incorporate the elements outlined in the
project program. The concept will be to scale, in color, and
prepared in both presentation size and 11" x 17" for review and
discussion;
(iii) Review Meetings /Concept Selection which consists of meetings as
needed with City to present and review concept plan;
(iv) Refined Concept based on comments received from the meeting and
City Staff comments. The refined concept will be in CADD format
and suitable for incorporating as a starting point for preparation of
construction drawings. The refined concept will be presented in
presentation size and in 11" x 17" for review; and
(v) Preliminary Opinion of Probable Construction Costs based on the
selected concept plan, Architect will prepare a preliminary working
statement of probable costs for the proposed improvements and
present same in a spreadsheet format.
PROFESSIONAL SERVICES CONTRACT PAGE 5 OF 21
(c) the Basic Professional Services for the Design Development Phase of the Project
shall include the following:
(i) Preparing documents consisting of drawings and specifications for the
City's approval which describe in detail the Engineering, mechanical, electrical,
aesthetic and other technical aspects of the Project. Such documents and
specifications shall be sufficient and adequate to fulfill the purposes of the Project
and shall include but are not limited to the following, as appropriate:
(A) Plan views in appropriate scale
(B) Sections where appropriate
(C) Elevations where appropriate
(D) Typical details
(E) Outline specification in CSI format;
(F) Demolition Plans- including notes and details required for
the demolition, removal and disposal of materials and debris, tree
protection and preservation
(G) Site Grading Plans- including notes and details required to
allow grading of the park facility. Plan to show existing and
proposed ground contour lines as well as spot elevations needed to
grade site for drainage.
(H) Layout Plans and Details — including Pedestrian Walkway
Dimension Control Plan and Site Amenities that include details for
the walkways and associated site amenities such as tables, benches,
drinking fountains and trash receptacles. Details shall also include
plans and specifications for walkways, sub -grade preparation, safety
requirements and construction notes, and will coordinate geometry
and typical dimensions; Playground Dimension Layout and design
that includes details for the playground and associated amenities
such as equipment and containment, edge layout edge layout,
subgrade preparation, safety requirements and construction notes;
and will include coordinate geometry and typical dimensions of the
playground; Multi- Purpose Field Dimension Layout and Design that
include details and associated amenities such as equipment layout,
subgrade preparation, safety requirements and construction notes,
and will include coordinate geometry and typical dimensions of the
fields.
(I) Paving and Jointing Plans and Details
(J) Architectural Plans and Details.
(K) Structural Plans and Details.
(L) Civil Plans and Details
(M) Electrical Plans and Details
(N) Mechanical Plans and Details
(0) Plumbing Plans and Details
(P) Landscape Plans and Details — including all plantings,
arrangement of plan materials, mow and minimal mow areas and
landscape berms. The quality, species, size and spacing of all
materials will be specified in a material schedule on the plan along
PROFESSIONAL SERVICES CONTRACT PAGE 6 OF 21
with details of proper installation of plants.
(Q) Irrigation Plans and Details — to be coordinated with the
approved landscape plan and which responds to the proposed
landscape. The plan will emphasize proper zoning of the system to
maximize efficient water management. The system will be designed
to allow the separate watering of turf grass and will include details
as to the proper installation of sprinkler heads, valves, pipe, service
connections, controller and other related items. The irrigation plan
shall be sealed by a professional licensed irrigator; and
(R) Traffic Engineering Plans and Details — including pavement
markings and signage for pedestrian and non - pedestrian traffic, and
construction traffic control plans as needed.
(S) Storm Water Pollution Prevention Plans and Details
(T) TDLR/Independent provider review and inspection for ADA
compliance.
(U) Any other documentation as needed for approval by Pars
Board, Southlake Parks Development Corporation, Planning and
Zoning Commission and City Council.
(ii) Coordinating with appropriate governmental authorities for compliance
with applicable codes, ordinances, and laws; meetings with City as needed
shall be included in this phase.
(iii) Advising the City of any adjustments to Architect's preliminary opinion of
cost;
(iv) Providing sets of the documents described in above to the City. The cost of
providing such documents shall be included in the Architect's compensation for
Basic Professional Services; and
(d) the Basic Professional Services for the Construction Documents Phase of the
Project shall include the following:
(i) Preparing the Construction Documents based on the City's description of
the project scope. The Construction Documents shall comply with all applicable
requirements imposed by governmental authorities having jurisdiction over the
Proj ect;
(ii) Delivering Construction Documents and Project Manuals to the City for
final review along with a bidding package, the necessary bidding information,
bidding forms, the Conditions of the Contract [General, Supplementary and other
Conditions], and a draft form of the Construction Contract. The cost of providing
such documents shall be included in the Architect's compensation for Basic
Professional Services;
(iii) Advising the City of any adjustments to the Architect's previous
preliminary opinions of the Cost of Work; and
PROFESSIONAL SERVICES CONTRACT PAGE 7 OF 21
(iv) If applicable, assisting the City by filing all applicable documents required
for obtaining the approval of other governmental authorities having jurisdiction
over the Project.
(v) Preparing design and documentation for alternate bid requests proposed by
the City.
(e) the Basic Professional Services for the Construction Bidding Phase of the Project
shall include the following::
(i) Assisting the City to establish a list of prospective bidders on the Project, to
obtain bids, and to award and prepare contracts for construction.
(ii) Distributing the Bidding Documents to prospective bidders and requesting
their return upon completion of the bidding process. In such event, Architect shall
maintain a log of distribution and retrieval, and the amounts of deposits, if any,
received from and returned to prospective bidders.
(iii) Answering questions from prospective bidders, providing clarification and
interpretations of the Bidding Documents to prospective bidders in the form of
addenda.
(iv) Procuring the reproduction of Bidding Documents for distribution to
prospective bidders. Architect's cost for such reproduction shall be reimbursed in
accordance with Article II, Section D (1) of this Contract.
(v) Assisting the City in conducting the pre -bid meeting, in bid opening at a
designated City location and in awarding and preparing contracts for construction.
(vi) Assisting the City in evaluating the bids and in determining the successful
bid, if any. As such, Architect shall review the low bidder's qualifications after bid
opening and advise the City as to whether such bid should be accepted or rejected.
If requested by the City, Architect shall notify all prospective bidders or contractors
of the bid or proposal results.
(f) the Basic Professional Services for the Construction Observation and
Administration Phase of the Project shall include the following:
(i) Providing administration of the Construction Contract as set forth below
and in the most current edition of the AIA Document A201, General Conditions of
the Contract for Construction with additions and deletions approved by the City. In
the event of a conflict between the terms of AIA Document A201 and the Contract,
the terms of this Contract shall be controlling;
(ii) Providing representation, advice and consultation to the City. As such,
Architect shall have authority to act on behalf of the City but only to the extent
provided in this Contract;
(iii) Visiting the Job Site at least an average of one time per month depending on
the progress of the Work, or as otherwise agreed by the Director and Architect in
PROFESSIONAL SERVICES CONTRACT PAGE 8 OF 21
writing, to observe and become familiar with the progress and quality of the Work
and to determine in general if the Work has been and is being performed in
accordance with the Contract Documents. All such observations shall be
performed in the presence of the Director or other City employee designated by
Director to attend such observations.
(iv) Communicating with the City regarding the progress and quality of the
Work, and promptly reporting to the City any defects or deficiencies in the Work
which Architect discovers as a result of Architect's monthly observation visits to
the Job Site. Architect shall, at no cost to the City, promptly correct or cause to be
corrected any defects or deficiencies in the Documents of Professional Services
caused by errors, defects or deficiencies of Architect's work or services under this
Contract.
(v) Reviewing and certifying the amounts due to the general contractor under
the Construction Contract based on Architect's observations of the Work and
evaluations of the general contractor's applications for payment. Architect shall
maintain a record of all of the general contractor's applications for payment and
Architect's certifications of payment and shall deliver to the City a copy of such
record upon issuing the Final Certificate for Payment. The Architect's certification
for payment shall constitute a representation to the City, based on the Architect's
observations at the Job Site and on the data comprising the general contractor's
application for payment that the Work has progressed to the point indicated to the
best of Architect's knowledge, information and belief and that the Contractor is
entitled to payment in the amount certified. However, Architect's issuance of
certificates for payment shall not constitute a representation that Architect has
reviewed the construction means, methods, techniques, sequences or procedures, or
copies of requisitions received from subcontractors or suppliers, or that Architect
has ascertained how or for what purpose the general contractor has used money
previously paid on account of the Contract Sum, or that Architect has made
exhaustive and continuous inspections to check the quality of the Work.
(vi) Recommending to the City the rejection of any and all Work that does not
conform to the Contract Documents. Whenever Architect considers it necessary or
advisable for implementation of the intent of the Contract Documents, Architect
will have authority to require the general contractor to uncover or to perform
additional inspection or testing of the Work, regardless of whether or not such
Work is fabricated, installed or completed. However, Architect's duties and
responsibilities under this Subsection (vi) extend only to the City and shall not give
rise to a duty or responsibility to the general contractor, or the subcontractors,
suppliers, their agents or employees or any other persons performing portions of the
Work.
(vii) Reviewing and approving or taking other appropriate action with respect to
the general contractor's submittals to the City (such as shop drawings, product data
or samples) for the purpose of determining whether or not the Work, when
completed, will conform to the requirements of the Contract Documents. In doing
so, Architect shall act with reasonable promptness and shall not cause delay in the
progress of the Work. Architect's review of such submittals is not conducted for
PROFESSIONAL SERVICES CONTRACT PAGE 9 OF 21
the purpose of substantiating instructions for the installation or performance of
equipment or systems designed by the general contractor, which remains the
responsibility of the general contractor to the extent required by the Contract
Documents. Unless otherwise specifically stated by Architect, Architect's review
of such submittals shall not constitute Architect's approval of safety precautions,
construction means, methods, techniques, sequences or procedures utilized by the
general contractor. Similarly, Architect's approval of a specific item shall not
indicate Architect's approval of an assembly of which the item is a component.
When professional certification of performance characteristics of materials,
systems or equipment is required by the Contract Documents, Architect shall be
entitled to rely upon such certification to establish that the materials, systems or
equipment will meet the performance criteria required by the Contract Documents.
(viii) Rendering written decisions within a reasonable time on all claims, disputes
or other matters in question between the City and the general contractor relating to
the execution or progress of the Work as provided in the Contract Documents. All
interpretations and decisions of Architect shall be consistent with the intent of and
reasonably inferable from the Contract Documents and shall be in writing or in the
form of drawings.
(ix) Providing the City with two sets of reproducible prints showing all
significant changes known to or made by the Architect to the Construction
Documents during the Construction Phase. Other changes made by the Contractor
and City's representative shall be provided to the Architect for incorporation in the
record drawings.
(x) Conducting detailed observations on behalf of the City to determine the
dates of substantial completion and final completion of the Project. When
appropriate, Architect shall issue to the City a Certificate of Substantial Completion
and a Certificate of Final Completion.
(xi) Coordinating final Job Site walk through with the City at the conclusion of
the construction and providing the Punch List to the general contractor. Upon
determining that the Work, including all items on the Punch List, is in full
compliance with the requirements of the Contract Documents, Architect shall issue
to the City a Final Certificate for Payment.
(xii) Reviewing all warranties, written guarantees and related documents
required by the Contract Documents to be assembled by the general contractor and
delivering such documents to the Director prior to or commensurate with issuing
the Final Certificate for Payment.
(xiii) Obtaining from the general contractor and forwarding to the City: (a)
written consent of the surety or sureties, if any, to a reduction of or partial release
of retainage or to the making of final payment; and (b) affidavits, receipts, releases
and waivers of liens or bonds indemnifying the City against liens or other
encumbrances.
(xiv) Reviewing written requests by the general contractor for additional
information about the Contract Documents. Architect may require that such
PROFESSIONAL SERVICES CONTRACT PAGE 10 OF 21
requests be in a form prepared or approved by Architect, but such form must
include provision for a detailed written statement to be made referencing the
specific drawings or specifications about which the request concerns and the nature
of the information requested. If deemed appropriate by Architect, Architect shall
prepare, reproduce and distribute, on the City's behalf, supplemental drawings and
specifications in response to such requests.
(7) Opinions of Cost and Cost of Work. Since Architect has no control over the cost of
labor, materials, equipment, or services furnished by the general contractor and others, or over
competitive bidding or market conditions, Architect's estimated opinion of the Cost of Work is to be
made on the basis of Architect's experience and qualifications as a professional familiar with the
construction industry. However, the City acknowledges that Architect cannot and does not guarantee that
proposals, bids or the actual Cost of Work will not vary from Architect's opinion of the estimated Cost of
Work.
(8) Changes in the Work. Architect shall prepare change orders and construction change
directives for the City Manager's approval and execution in accordance with the Contract Documents.
Architect may not authorize changes in the Work without the consent of the City Manager. If necessary,
Architect shall prepare, reproduce and distribute drawings and specifications to describe Work to be
added, deleted or modified.
(a) Architect shall review requests by the City or the general contractor for changes in
the Work, including adjustments to the Cost of Work or Contract Time. A request for a change in the
Work shall be accompanied by sufficient supporting data and information to permit Architect to
make a determination without extensive investigation or preparation of additional drawings or
specifications. If a request for a change in the Work would, if approved, result in a material
deviation in the Work from the intent of the Contract Documents, Architect shall make a
recommendation to the City as to whether such request should be approved or denied. If such request
would result in or require an adjustment in the Cost of Work or Contract Time, Architect's
recommendation to the City shall include Architect's opinion as to the appropriate amounts of such
adjustment. If Architect's recommendation is for the request to be approved by the City, Architect
shall prepare a "Change Order" or other appropriate document for the City Manager's approval. The
Change Order shall describe in detail the change in the Work and, if applicable, any adjustment to the
Cost of Work or the Contract Time. No Change Order shall be valid unless it is signed and dated by
the City Manager.
(b) Architect shall maintain all records relative to changes in the Work and shall
deliver copies of such records to the City prior to or commensurate with the issuance of the Final
Certificate of Payment.
(c) Changes in Architect's services under this Contract may be accomplished after
execution of this Contract, without invalidating the Contract, if mutually agreed to by the parties in a
writing signed by Architect and City Manager, and: (i) if required by circumstances beyond
Architect's control; or (ii) if Architect's services are affected as described in Article II, Section C(8),
Subsection (d) below. Except for a change necessitated by a negligent act or omission of Architect, a
change in Architect's services under this Contract shall entitle Architect to an adjustment in
compensation pursuant to Article II, Section D, Subsection (4) below and to any reimbursable
expenses described below in Article II, Section D, Subsection (5).
(d) The following services shall also be provided by Architect as Additional Services
under this Contract:
PROFESSIONAL SERVICES CONTRACT PAGE 11 OF 21
(i) Preparing an extraordinary number of Change Orders and construction
change directives requiring evaluation of proposals, including the preparation or
revision of instruments of services;
(ii) Evaluating an extraordinary number of claims submitted by the City, the
general contractor or others in connection with the Work;
No Additional Services shall be performed without the prior written consent of the Director
or his designated representative.
D. PAYMENT FOR SERVICES
(1) Costs. The fees for Architect's Basic Professional Services and Additional Services shall
be compensation for all of Architect's actual costs to perform such services, including, but not limited to,
direct labor costs, subcontractor costs, and direct non -labor costs, such as the costs to review documents,
to purchase necessary supplies and equipment, and to travel to and from Architect's principal office and
the City or Job Site ( "Local Travel ") (collectively "Costs ") and Architect shall be responsible for the
payment of such Costs. Costs shall not include Reimbursable Expenses as defined in Article II, Section D
(5).
(2) Basic Services Fee. Compensation for the Basic Professional Services shall not exceed
the sum of $413,700.00 to include generally the design, Engineering, and drafting of construction
documents, field surveying, construction staking, additional right -of -way identification and legal
description, and limited construction observation and administration of the removal of existing
playground and installation of new playground area and equipment and other park amenities and
improvements ( "Basic Services Fee ") for an estimated construction budget amount of $4,323,000.00
(`Budgeted Amount "). The Basic Services Fee shall be increased or decreased proportionally if the
budget authorized in writing by the City is different from the Budgeted Amount stated herein. If the
lowest bid for the construction of the Project exceeds the Budgeted Amount, then the Architect, at its sole
cost and expense, will revise the Construction Documents as may be required by the City to reduce or
modify the quantity or quality of the Work so that the total construction cost of the Project will not exceed
the Budgeted Amount. The City's payment for the Basic Services Fee shall be limited as follows:
(a) Payment for services for the Pre - Design Phase shall not exceed 21% of the Basic
Services Fee.
(b) Payment for services for the Conceptual Design Phase and Design Development
Phase shall not exceed 10% of the Basic Services Fee.
(c) Payment for services for the Construction Document Phase shall not exceed 40%
of the Basic Services Fee.
(c) Payment for services, i-ft for the Contract Bidding Phase shall not exceed 6% of the
Basic Services Fee.
(d) Payment for services, i* for the Construction Observation and Administration shall
not exceed 23% of the Basic Services Fee.
PROFESSIONAL SERVICES CONTRACT PAGE 12 OF 21
(3) Limitations on Payment Obligations. Nothing contained in this Contract shall require
the City to pay for Basic Professional Services or Additional Services which are unsatisfactory as
reasonably determined by the Director or, in the case of Additional Services, which are not approved as
required by the terms of this Contract. The City shall not be required to make any payments to Architect
when Architect is in default of this Contract, nor shall the terms of this Contract constitute a waiver of any
right, at law or in equity, which City may have if Architect is in default of this Contract, including the
right to bring legal action for damages or for specific performance of this Contract.
(4) Compensation for Additional Services and Other Additional Services. Compensation
for Additional Services and Other Additional Services shall be a multiple of direct personnel expense to
be calculated using the rates and multiplier shown on "Exhibit A" attached hereto.
(5) Compensation for Reimbursable Expenses. Compensation for Reimbursable Expenses
means the actual out -of pocket expenses incurred by Architect or Architect's independent professional
associates or sub - Architects directly in connection with the Project. Such compensation, if authorized by
the City, shall be a multiplier of the direct expense as shown in Exhibit "A" attached hereto.
Reimbursements by City to Architect shall include the following:
(a) Fees required for securing approval of governmental authorities having jurisdiction
over the Project, excluding those fees required by the Texas Department of Licensing and
Regulation, if applicable;
(b) Payment for TDLR/Independent Provider Review and Inspector — Direct cost of
services and reproduction of plans plus 10 %. An allowance of $4,000 (Only actual net labor costs
will be invoiced against the allowance with no multiplier).
(c) Reproduction and distribution of bidding documents to prospective bidders: Hourly
invoice charges for SRA personnel and direct cost of printer, plus 10 %. An Allowance of $15,000.
(Only actual net labor costs will be invoiced against the allowance with no multiplier).
However, the City will not be separately charged for costs or expenses related to travel, or to lodging,
local telephone /facsimile communications, shipping supplies and equipment, postage, or for the use of
computer -aided design and drafting equipment.
(6) Contingency. A general Project contingency allowance of $35,000.00 for the City's use in
the event that additional or otherwise unforeseen Supplemental or Basic Professional Services (those
beyond the "Scope of Services" and the "Agreement for Professional Services ") shall be included for the
benefit of the Project. This allowance will be entirely controlled by the City, and its use will be authorized
only in writing as an amendment to the contract.
E. OWNERSHIP OF DOCUMENTS
(1) Ownership of Documents. All documents, plans, specifications, reports and other
information and data given to, prepared or assembled by Architect under this Contract shall become the
sole property of the City and shall be delivered to City prior to or commensurate with the issuance of the
Certificate of Final Completion, without restriction on its future use, or upon termination of this Contract
PROFESSIONAL SERVICES CONTRACT PAGE 13 OF 21
in accordance with Article II, Section I below. Architect may make copies of any and all such documents
and items and retain same for its files. A set of reproducible plans and digital files in AutoCAD format
shall be filed with the City prior to the issuance of the Certificate of Final Completion. Architect shall
have no liability for changes made to or use of the drawings, specifications, and other documents by
anyone subsequent to the issuance of the Certificate of Final Completion. However, any such change or
other use shall be sealed by a new Architect employed by City and shall be appropriately marked to
reflect what was changed or modified.
F. SERVICES PROVIDED BY THE CITY
(1) Services Provided by the City. The City shall provide the following services to Architect
under this Contract:
(a) Providing information regarding requirements for the Project, including a program
which shall set forth the City's design objectives, constraints and criteria, including space
requirements and relationships, flexibility and expandability, special equipment, systems and Job
Site requirements.
phases.
(b) Providing a budget for the Project, with timely revisions appropriate to the design
(c) Meeting with Architect at designated facilities as needed for the timely completion
of the Project.
G. COMPLETION SCHEDULE
(1) Calendar. For the purposes of this Contract, a month is defined as 30 calendar days and a
week as 7 calendar days. If any of the deadlines for submissions fall on a holiday or other day when the
City is closed, then the submission shall be due the following weekday.
(2) Completion Deadline— Design Development. The duration of time required to complete
the Design Development Phase shall not exceed 90 calendar days.
(3) Completion Deadline— Construction Document Phase. The duration of time required
to complete the Construction Document Phase shall not exceed 120 calendar days.
(4) Completion Deadline— Construction Bidding Phase. The duration of time required to
complete the Construction Bidding Phase is anticipated not to exceed 90 calendar days and is dependent
upon the approval process and construction contractor's progress on the Work.
(5) Completion Deadline— Construction Observation and Administration Phase. The
duration of time required to complete the Construction Observation and Administration Phase is
dependent upon construction contractor's progress on the Work.
H. NOTICE TO PROCEED
The City's execution of this Contract shall constitute the City's authorization to the Architect to
proceed and to commence the Work described in this Contract. However, no such Work shall begin until
after the expiration of the Effective Date of this Contract.
PROFESSIONAL SERVICES CONTRACT PAGE 14 OF 21
L TERMINATION OF CONTRACT
(1) Termination by the City. The City may indefinitely suspend further Work hereunder or
terminate this Contract or any phase of this Contract upon 30 days prior written notice to Architect
( "Notice of Termination ") with the understanding that immediately upon Architect's receipt of such
notice, all work and labor being performed by Architect under this Contract shall cease immediately.
Prior to the end of the 30 day notice period, Architect shall invoice the City for all Work performed prior
to Architect's receipt of the Notice of Termination.
(2) Termination by Architect. Architect may not terminate this Contract unless the City is in
default of this Contract and fails to correct such default within 60 days after receiving written notice of
such default from Architect.
(3) Effect of Termination. In the event this Contract is terminated by either party, the City
shall be liable to Architect for all Work performed under this Contract through the date of termination
only. The City shall not be liable and shall not be invoiced for Architect's lost or anticipated profits under
this Contract. All plans, field surveys, and other data related to the Project shall become property of the
City upon termination of this Contract and shall be promptly delivered to the City in a reasonably
organized form without restriction on the City's future use of such information. Should the City
subsequently contract with a new Architect for continuation of services on the Project, Architect shall
cooperate in providing information to the new Architect as may be necessary to facilitate such transition.
J. INSURANCE
(1) Insurance. Architect agrees to maintain in full force and effect for the duration of this
Contract and any extensions hereof, at Architect's sole expense, insurance coverage written by companies
approved by the State of Texas and acceptable to City with all policies being endorsed to provide a waiver
of subrogation as to the City. Any of the insurance coverage required herein may, in part, or in whole,
come from umbrella policies. Such coverage shall include the following types and minimum amounts:
TYPE AMOUNT
Workers Compensation
and
Employer's Liability
Commercial General
Liability Insurance
Comprehensive Automobile
Liability Insurance
Professional Liability
(Errors and Omission) Insurance
Statutory
$100,000 /500,000 /100,000
Combined Single Limit of
$2,000,000 per Occurrence
$1,000,000
Per Claim
$1,000,00OPer Claim
PROFESSIONAL SERVICES CONTRACT PAGE 15 OF 21
(a) Architect shall furnish a completed Insurance Certificate to the City which shall be
completed by an agent authorized to bind the named underwriting companies to the coverages,
limits, and termination provisions required by this Contract.
(c) Architect shall notify the City in the event of any material change in insurance
policies required by this Contract, including, but not limited to, changes in providers, coverage or
effective dates, or if such policies are deemed to be nonrenewable. Architect shall deliver such
notice to the City not less than 30 days prior to the change.
(d) Insurance policies must provide that the issuing company waives all rights to
recovery by way of subrogation against the City, its officers, and employees and agents, in
connection with damage or losses covered by the policies or the coverages described in this
Agreement.
(e) The policy phrase "other insurance" shall not apply to the City where the city is an
additional insured on the policy. All plans shall be primary and non - contributory. The City's
other insurance will be excess coverage and shall not contribute to the primary coverage.
(f) All policies other than those for Worker's Compensation shall be written on an
occurrence and not on a claims made basis and shall name the City, its officers and employees as
additional insureds by using endorsement CG 20 26 or broader. All insurance carriers and surplus
line carriers shall be rated A+ or better by A.M. Best Company.
(g) For coverages that are written with claims made policies, the required period of
coverage shall be continuous coverage for the life of the Contract, plus an extended discovery
period of 5 years to begin at the end of the term of the Contract. Should Architect change
insurance providers during this time, the replacement policy shall include a prior acts provision to
eliminate any lapse in coverage.
III.
Miscellaneous
A. RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the City of the Work shall not constitute nor be deemed a release of the responsibility
or liability of Architect, its employees, associates, agents, or subcontractors for the accuracy and
competency of their designs or other Work; nor shall such approval be deemed an assumption of such
responsibility by the City for any defect in the design or other Work prepared by Architect, its employees,
associates, agents or subcontractors.
B. EQUAL EMPLOYMENT OPPORTUNITY
(1) No Discrimination. Architect shall not discriminate against any employee or applicant for
employment because of the race, age, color, religion, sex, or national origin of such employee or
applicant. Architect shall take affirmative action to insure that applicants are employed and that
PROFESSIONAL SERVICES CONTRACT PAGE 16 OF 21
employees are treated equally during their employment without regard to their race, age, color, religion,
sex, or national origin.
(2) Penalty for Discrimination. If Architect fails to comply with the federal or state laws
relating to Equal Employment Opportunity, it is agreed that the City, at its option, may do either or both
of the following:
(a) Cancel, terminate, or suspend the Contract in whole or in part, or
(b) Declare Architect ineligible for future City contracts until it is determined to be in
compliance.
C. AMENDMENTS
This Contract may not be amended or supplemented unless such amendment or supplementation is
approved in writing and signed by the City Manager. This Contract is the entire agreement between the
parties and can only be amended by a written amendment signed by both parties.
D. COMPLIANCE WITH LAWS. CHARTERS. AND ORDINANCES
Architect, its agents, employees and subcontractors shall comply with all applicable federal and
state laws, with the Charter and Ordinances of the City, and with all applicable rules and regulations
promulgated by all local, state, and national boards, bureaus and agencies existing and published before
Effective Date of this Contract.
E. RIGHT OF REVIEW
Architect agrees that the City may review and inspect any and all of the work and services
performed by Architect under this Contract. The City is hereby granted the right to audit, at the City's
election, all of Architect's records and billings related to the performance of this Contract. Architect
agrees to retain such records for a minimum of 3 years following the completion of this Contract or until
any litigation relating to the work and services provided by Architect under this Contract is completed.
F. CONFLICT OF INTEREST
No officer or employee of the City shall have any personal, financial interest, direct or indirect, in
this Contract nor have any direct financial interest in the sale to the City of any land, materials, supplies,
or services under this Contract, except on behalf of the City as a City officer or employee. Any violation
of this prohibition shall constitute malfeasance in office, and any officer or employee guilty thereof shall
thereby automatically forfeit his or her office or position with the City. Any violation of this prohibition
with knowledge, expressed or implied, of the person or corporation contracting with the City shall render
the Contract voidable by the Director or the City Council. Architect will complete the Conflict of Interest
Questionnaire as required by Chapter 176 of the Local Government Code.
G. ASSIGNABILITY
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This Contract is for personal and professional services and Architect shall not assign this Contract,
in whole or in part, without the prior written consent of the City.
H. NOTICES
All notices, communications, and reports required or permitted to be delivered under this Contract
shall be personally delivered or mailed by certified mail, return receipt requested, to the respective parties
by depositing the same in the United States Postal Service at the address shown below, unless and until
either party is otherwise notified in writing by the other parry at the following addresses. Notices mailed
in accordance with this paragraph shall be deemed delivered after 5 calendar days of the date mailed.
Notices personally delivered shall be deemed delivered on the day received.
If to the City:
Chris Tribble
Director of Community Services
City of Southlake
400 North White Chapel
Southlake, Texas 76092
If to Architect:
Terry Cheek, RLA
Architect
Shrickel, Rollins and Associates
1161 Corporate Drive West, Suite 200
Arlington, Texas 76006
L INDEPENDENT CONTRACTOR
In performing work and services under this Contract, Architect is acting as an independent
contractor. No term or provision hereof be construed as making Architect the agent, servant, or employee
of the City or as creating a partnership or joint venture relationship between Architect and the City.
J. INDEMNITY
(1) ARCHITECT AGREES TO INDEMNIFY AND KEEP HARMLESS THE CITY, ITS
OFFICERS, AGENTS AND EMPLOYEES (THE "INDEMNITEES ") FROM AND
AGAINST ALL SUITS, ACTIONS, LIABILITY, OR CLAIMS OF INJURY TO ANY
PERSON OR PERSONS, OR DAMAGES TO ANY PROPERTY BROUGHT OR MADE
FOR OR ON ACCOUNT OF ANY DEATH, INJURIES TO, OR DAMAGES RECEIVED
OR SUSTAINED BY ANY PERSON OR PERSONS OR FOR DAMAGE TO OR LOSS OF
PROPERTY ARISING OUT OF, OR OCCASIONED BY ARCHITECT'S INTENTIONAL
AND /OR NEGLIGENT ACTS OR OMISSIONS IN CONNECTION WITH
ARCHITECT'S OPERATIONS; THIS INDEMNIFICATION SHALL APPLY WHETHER
OR NOT THE CITY, ITS AGENTS, OFFICERS OR EMPLOYEES WERE NEGLIGENT.
(2) IT IS THE INTENT OF THE PARTIES BY AGREEMENT TO THIS SECTION J
THAT IF A CLAIM IS MADE IN ANY FORUM AGAINST INDEMNITEES FOR ANY
OF THE REASONS REFERRED TO IN SECTION J(I), AND UPON RESOLUTION OF
THE CLAIM:
(A) THERE IS NO FINDING BY A COURT OF COMPETENT JURISDICTION
THAT INDEMNITEES WERE NEGLIGENT IN CONNECTION WITH ANY OF
THE REASONS REFERRED TO IN SECTION J(1), ARCHITECT SHALL HOLD
INDEMNITEES HARMLESS AND INDEMNIFY THEM FOR ANY DAMAGE,
LOSS, EXPENSE, OR LIABILITY RESULTING FROM THE CLAIM,
PROFESSIONAL SERVICES CONTRACT PAGE 1S OF 21
INCLUDING ALL ATTORNEY'S FEES, COSTS, AND PENALTIES INCURRED;
OR
(B) THERE IS A FINDING BY A COURT OF COMPETENT JURISDICTION
THAT ARCHITECT WAS NEGLIGENT TO A GREATER DEGREE THAN
INDEMITEES IN CONNECTION WITH ANY OF THE REASONS REFERRED
TO IN SECTION J CONTRACTOR SHALL HOLD INDEMNITEES HARMLESS
AND INDEMNIFY THEM FOR ANY DAMAGE, LOSS, EXPENSE, OR
LIABILITY RESULTING FROM THE CLAIM, INCLUDING ALL ATTORNEYS'
FEES, COSTS, AND PENALTIES.
(3) This section does not waive any governmental immunity available to the City under Texas law.
This section is not intended to create a cause of action or liability for the benefit of third parties
but is solely for the benefit of the Architect and the City.
(4) If any action, suit or proceeding is brought against the City, its agents and employees, upon
any claim arising out of Architect's operations, City shall give notice in writing to Architect by
registered or certified mail. The City agrees to reasonably cooperate with Architect in connection
with such defense.
(5) Promptly after receipt by an Indemnitee of any claim or notice or of the commencement of
any action, administrative or legal proceeding, Indemnitee shall notify the Architect in writing of
such fact. Architect shall assume the defense thereof with counsel designated by Architect and
reasonably satisfactory to the Indemnitee.
(6) Should an Indemnitee be entitled to indemnification under this Section J hereof as a result
of a claim by a third parry, and Architect fails to assume the defense of such claim, the Indemnitee
will, at the expense of Architect, contest (or settle) such third party claim.
K. VENUE
Any action brought to interpret or enforce the terms of this Contract shall be brought in a court of
competent jurisdiction in Tarrant County, Texas.
L. GOVERNING LAWS
This Contract shall be governed by and construed in accordance with the laws of the State of
Texas regardless of any conflict of law provisions thereof.
M. LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this Contract shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision of this Contract, and this Contract shall be construed as if such invalid, illegal
or unenforceable provision had never been contained in this Contract.
N. PUBLISHED MATERIAL
PROFESSIONAL SERVICES CONTRACT PAGE 19 OF 21
Architect agrees that the City shall review and approve any written material about the Project or
the activities of Architect under this Contract prior to such material being published by Architect.
O. CAPTIONS
The captions to the various provisions of this Contract are for informational purposes only and
shall not alter the substance of the terms and conditions of this Contract.
P. SUCCESSORS AND ASSIGNS
This Contract shall be binding upon and insure to the benefit of the parties hereto and their
respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereby have executed this Contract in triplicate originals to
be effective on the Effective Date.
SHRICKEL_ ROLLINS AND ASSOC
By:
Terry Cheek, RLA
CITY OF SOUTHLAKE:
Shana Yelverton, City Manager
Date:
Date:
ATTEST:
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