Item 5KCity of Southlake, Texas
M E M O R A N D U M
January 10, 2006
TO: Shana Yelverton, City Manager
FROM: Steve Polasek, Director of Community Services
Consider entering into a professional services agreement with Dunkin, Sims,
SUBJECT:
Stoffels, Inc., for design and engineering of parking lot improvements at Bob
Jones Park
Action Requested:
City Council consideration to enter into a professional services agreement with
Dunkin, Sims, Stoffels, Inc., for the design and engineering of parking lot
improvements at Bob Jones Park for an amount not to exceed $24,700, with an
additional $3,750 for reimbursable expenses to include printing costs, ADA review,
and preparation of SWPPP plan.
Background
Information:
Included within the approved FY 2005-06 SPDC Capital Improvements Plan is
$300,000 for the design and construction of additional parking at Bob Jones Park.
The additional parking (approximately 150 spaces) is anticipated to alleviate
current parking shortages resulting from activities at the softball facilities, dog
park, during special events, and from general park use.
Staff is recommending the firm of Dunkin, Sims, Stoffels, Inc., to perform the
design and engineering services for the additional parking based on their prior work
on the Bob Jones Softball facility. Dunkin, Sims, Stoffels, was originally selected
to perform the design and engineering of the softball facility in 2003 following a
review and evaluation of four firms. During their previous work with the City,
Dunkin Sims, Stoffels demonstrated good presentation and communication skills, a
strong desire to work with City officials, and professional plans resulting in a well
designed project. Dunkin, Sims, Stoffels, Inc., is a well known firm in the
Dallas/Fort Worth area and their work focuses primarily on the design of parks and
recreational facilities. In addition to Bob Jones Park, they have completed
numerous other park design projects in cities such as Desoto, The Colony, and
McKinney, to name a few.
Typical services to be provided by Dunkin, Sims, Stoffels as a part of the proposed
contract include conceptual design, schematic design, construction documentation
and specifications, cost estimation, assistance in pre-bid and pre-construction
meetings, construction administration to include pay submittal review and progress
analysis, shop drawing review, and responsibility for clarification of construction
issues as needed.
Financial
Consideration:
Funding in the amount of $300,000 for parking lot improvements at Bob Jones
Park is available in the approved FY 2005-06 SPDC CIP. The proposed agreement
for survey, design and engineering services is $24,700 or 9% based on a projected
Shana Yelverton, City Manager
January 10, 2006
Page 2
construction budget of $270,000, with an additional $3,750 for reimbursable
expenses to include printing, ADA review, and preparation of SWPPP Plan.
Financial Impact:
Funding for the design and engineering for the parking lot improvements at Bob
Jones Park are included within the project costs ($300,000) as carried in the
proposed SPDC CIP for fiscal year 2005-06.
Citizen Input/
Board Review:
The Parks Board reviewed and recommended approval (9-0) at their January 9,
2006 meeting.
SPDC will consider this item immediately prior to City Council at their January 17,
2006 meeting.
The City Council approved the FY 2005-06 SPDC CIP budget at their September
20, 2006 meeting.
The Parks Board recommended approval of the FY 2005-06 SPDC CIP budget,
including $300,000 for parking lot improvements at Bob Jones Park, at their
August 22, 2005 meeting.
The Southlake Parks Development Corporation considered the CIP budget and
recommended approval at their August 22, 2005 meeting.
The 2005 Parks, Recreation, and Open Space Master Plan identifies the addition of
new parking area(s) at Bob Jones Park.
Legal Review:
The proposed contract with Dunkin, Sims, Stoffels for design services relating to
parking lot improvements at Bob Jones Park has been reviewed by the City
Attorney.
Alternatives:
Alternatives may include:
City Council approval as submitted
City Council approval with input as desired
City Council decision not to approve the proposed contract
Supporting
Documents:
Supporting documents include the following:
Copy from Master Plan document of Bob Jones Park conceptual plan
Copy of proposed contract with Dunkin, Sims, Stoffels, Inc.
Staff
Recommendation:
City Council consideration to enter into a professional services agreement with
Dunkin, Sims, Stoffels, Inc., for the design and engineering of parking lot
improvements at Bob Jones Park for an amount not to exceed $24,700, with an
additional $3,750 for reimbursable expenses to include printing costs, ADA review,
and preparation of a SWPPP plan.
Shana Yelverton, City Manager
January 10, 2006
Page 3
Shana Yelverton, City Manager
January 10, 2006
Page 4
PROFESSIONAL SERVICES CONTRACT
BOB JONES PARK – PARKING LOT IMPROVEMENTS
CITY OF SOUTHLAKE
This Professional Services Contract (“Contract”) is hereby made to be effective on
__________________, 2005 (“Effective Date”) by and between the City of Southlake, Texas (the “City”),
a municipal corporation located in Tarrant County, Texas, and Dunkin, Sims, Stoffels, 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 planning, design and drafting of construction documents, and limited construction observation and
administration for the addition of parking areas at Bob Jones Park, City of Southlake, Texas, hereinafter
called “Project”; and
WHEREAS, Architect represents that it is qualified and capable of performing the architectural
and planning work and 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 I. 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 architectural industry.
Basic Professional Services
(1) —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.
Bidding Documents
(2) —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.
Certificate of Substantial Completion—
(3) 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) that the Work has been substantially
completed, (b) that the observed portions of the Work are in general compliance with the Construction
Documents, and (c) that 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.
Shana Yelverton, City Manager
January 10, 2006
Page 5
Certificate of Final Completion
(4) —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) that the observed portions of the Work are fully
complete, (b) that the observed portions of the Work are in general compliance with the Construction
Documents, (c) that the improvements are ready to be used by the City for their intended purpose, and (d)
that the general contractor has addressed and corrected items listed on Architect’s Punch List to
Architect’s satisfaction.
Construction Contract
(5) —means the contract entered into between the City and a general
contractor to perform the Work.
Construction Bidding Phase—
(6) 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.
Construction Document Phase—
(7) 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.
Construction Documents—
(8) 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.
Construction Observation and Administration Phase
(9) —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 Certificate of Final Payment or upon the expiration of 60 days after the date of substantial
completion, whichever is earlier.
Contract Documents—
(10) means this Contract, the Construction Contract, and the
Construction Documents.
Contract Observation and Administration Services
(11) —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.
Contract Time
(12) —means the total length of time to complete the Project from the
commencement date of the Construction Contract.
Cost of Work
(13) —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
Shana Yelverton, City Manager
January 10, 2006
Page 6
during construction. The Cost of Work shall not include the fees for Architect’s services under this
Contract.
Design Development Phase
(14) —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 architectural, mechanical, electrical, aesthetic and other technical aspects of the
Project, and that ends when the City authorizes Architect to finalize such drawings and specifications.
Final Certificate for Payment
(15) —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.
Job Site
(16) —means the location where the Work is being performed under the Construction
Contract.
Project Manual—
(17) means the documents setting forth the terms and conditions of the
Construction Contract, Project specifications, bidding requirements and sample forms.
Punch List—
(18) 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.
Schematic Design Phase—
(19) 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.
Work
(20) —means the general contractor’s provision of labor and materials for the
construction of the parking areas 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.
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 Dennis Sims, ASLA., or his designated representative
shall administer and manage this Contract on behalf of Architect.
Shana Yelverton, City Manager
January 10, 2006
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C. BASIC PROFESSIONAL SERVICES
Scope of Services.
(1) The scope of the Basic Professional Services includes generally:
providing professional consultation, design, and engineering services, furnishing customary surveying,
geotechnical, engineering, and landscape architectural services incidental thereto, preparation and
development of schematic designs, construction plans and specifications, 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 up to six meetings with the City
including, but not limited to, City Council and Park Board. All such meetings will be held at a designated
City facility.
Quality of Services.
(2) Architect’s Basic Professional Services and Additional Services 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 Owner’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.
Timeliness of Services.
(3) 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 2 only, “good cause” may
include, but may not be limited to, events that are beyond the Architect’s control.
Basis of Services.
(4) 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.
Approval of Services.
(5) 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.
Phases of the Project.
(6) The Project shall be divided into the following phases: Schematic
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.
Schematic Design Phase
(a) —the Basic Professional Services for the Schematic
Design Phase of the Project shall include the following:
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January 10, 2006
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(i) Reviewing the Project objectives furnished by the City to determine the
requirements of the Projects and shall arrive at a mutual understanding of such
requirements with the City;
(ii) Advising the City as to the necessity of the City providing or obtaining data
or services from third parties;
(iii) Developing and drafting preliminary, schematic design drawings and
specifications for the City’s approval which shall: describe generally the conceptual
design of the Project; take into account the City’s objectives, scheduling and
budgeting concerns; illustrate the scale and relationship of the Project components;
and include a conceptual site plan, sections and elevations as may be warranted;
and
(iv) Submitting to the City a preliminary estimate of the Cost of Work based on
current area, volume or other unit cost.
Design Development Phase--
(b) 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 architectural, mechanical, electrical,
aesthetic, landscaping, and other technical aspects of the Project based on the
City’s approval of the preliminary schematic design drawings and specifications
and any approved modifications thereof. Such documents and specifications shall
be sufficient and adequate to fulfill the purposes of the Project and shall include the
following, as appropriate:
(A) Plan views in appropriate scale
(B) Sections where appropriate
(C) Elevations where appropriate
(D) Typical details (architectural, structural, other)
(E) Outline specification in CSI format;
(ii) Coordinating with appropriate governmental authorities for compliance
with applicable codes, ordinances, and laws;
(iii) Advising the City of any adjustments to Architect’s preliminary estimate of
the Cost of Work;
(iv) Providing two blue-line sets of the documents described in Article, II,
Section 6(b)(i) above to the City. The cost of providing such documents shall be
included in the Architect’s compensation for Basic Professional Services; and
(v) Preparing design and documentation for alternate bid requests proposed by
the City.
Shana Yelverton, City Manager
January 10, 2006
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Construction Documents Phase--
(c) the Basic Professional Services for the
Construction Document Phase of the Project shall include the following:
(i) Preparing the Construction Documents based on the City’s approval of the
design development documents described in Article II, Section 5(b)(i) above. The
Construction Documents shall comply with all applicable requirements imposed by
governmental authorities having jurisdiction over the Project;
(ii) Delivering two sets of blue-line 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
(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.
Construction Bidding Phase
(d) —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.
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January 10, 2006
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If requested by the City, Architect shall notify all prospective bidders or contractors
of the bid or proposal results.
Construction Observation and Administration Phase
(e) -- the Basic Professional
Services for the Construction 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 AIA Document A201, General Conditions of the
Contract for Construction. In the event of a conflict between the terms of AIA
Document A201 and this 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
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 designed 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 Work caused by 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.
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January 10, 2006
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(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
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.
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January 10, 2006
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(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
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.
Opinions of Cost and Cost of Work
(6) . 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.
Changes in the Work
(7) . 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
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January 10, 2006
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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 (7),
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:
(i) Preparing 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;
(iii) Evaluating substitutions proposed by the City, the general contractor other
subcontractors that would result in or require subsequent revisions to instruments of
services resulting therefrom;
(iv) Providing services of contractors for those portions of the Project other than
the architectural, structural, mechanical and electrical engineering portions included
as a part of the Basic Professional Services; and
(v) Preparing a set of reproducible record drawings showing significant
changes in the Work made during construction based on marked-up prints drawings
and other data furnished by the general contractor to Architect which drawings are
prepared in addition to those specified in Article II, Section C, Subsection (6)(e)(xi)
of this Contract.
(e)
Other Additional Professional Services.Any other additional services to be provided by
Architect in furtherance of the completion of the Project other than the Additional Services described
in Article II, Section C, Subsection (7)(d) of this Contract (“Other Additional Services”) shall be
valid only if authorized in writing by the City Manager. Such services may include assessments of
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January 10, 2006
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environmental hazards in structures, structural engineering, MEP engineering, environmental studies
or a SWPPP. Architect’s compensation for Other Additional Services shall be in accordance with
Article II, Section (D), Subsection (4) below.
D. PAYMENT FOR SERVICES
Costs.
(1) Payment for Architect’s Basic Professional Services and Additional Services shall
include all 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”). Architect shall submit to the City monthly, itemized
statements and supporting documentation for its Costs. The City shall reimburse Architect within 30 days
of the City’s receipt of such statements in the amount shown in such statements to be Architect’s Costs.
No interest or other penalty shall ever accrue or be due on late payments associated with reimbursement
for such Costs.
Basic Services Fee.
(2) Compensation for the Basic Professional Services shall not exceed
the sum of $24,700.00 (“Basic Services Fee” including surveying) for a Project budget amount of
$270,000.00 (“Budgeted Amount”). The Basic Services Fee shall be increased or decreased
proportionally if the project design 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 Architect’s expenses, costs, and services for the Schematic Design
Phase and the Design Development Phase shall not exceed 40% of the Basic Services Fee.
(b) Payment for expenses, costs, and services for Construction Document Phase shall
not exceed 30% of the Basic Services Fee.
(c) Payment for expenses, costs, and services, in the Contract Bidding Phase shall not
exceed 15% of the Basic Services Fee.
(d) Payment for expenses, costs, and services, in Construction Management Phase shall
not exceed 15% of the Basic Services Fee.
Limitations on Payment Obligations.
(3) 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.
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January 10, 2006
Page 15
Compensation for Other Additional Services
(4) . Compensation for 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.
Compensation for Reimbursable Expenses.
(5) Compensation for Reimbursable Expenses
means the actual 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, including those fees required by the Texas Department of Licensing and
Regulation, if applicable; and
(b) Courier fees and long distance phone charges if authorized by the City. 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.
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 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 Mylar
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
Services Provided by the City.
(1) The City shall provide the following services to Architect
under this Contract:
(a) Providing existing boundary surveys, detailed topographic maps and surveys,
utility locations, street maps, architectural drawings, geotechnical tests, and other existing
documents necessary to the design of the Project.
(b) Providing information regarding requirements for the Project, including a program
which shall set forth the City’s design objectives, constraints and criteria, including space
Shana Yelverton, City Manager
January 10, 2006
Page 16
requirements and relationships, flexibility and expendability, special equipment, systems and Job
Site requirements.
(c) Providing a budget for the Project, with timely revisions appropriate to the design
phases.
(d) Meeting with Architect at designated City 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—Schematic Design Phase. The duration of time
required to complete the Schematic Design Phase shall not exceed 30 calendar days
from the Effective Date of this Contract.
(3) Completion Deadline—Design Development Phase. The duration of time
required to complete the Design Development Phase shall not exceed 30 calendar
days.
(4) Completion Deadline—Construction Document Phase. The duration of
time required to complete the Construction Document Phase shall not exceed 30
calendar days.
(5) Completion Deadline—Construction Bidding Phase. The duration of time
required to complete the Construction Bidding Phase is anticipated not to exceed
45 calendar days and is dependent upon construction contractor’s progress on the
Work.
(6) Completion Deadline—Construction Observation and Administration
Phase. The duration of time required to complete the Construction Management
Phase is anticipated to not to exceed 90 calendar days, but 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.
I. 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
Shana Yelverton, City Manager
January 10, 2006
Page 17
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
Insurance.
(1) 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. Such coverage shall include the following types and minimum amounts:
TYPE AMOUNT
Workers Compensation Statutory
and
Employer’s Liability $100,000/500,000/100,000
Commercial General Combined Single Limit of
Liability Insurance $1,000,000 per Occurrence
Comprehensive Automobile Minimum State Financial
Liability Insurance Responsibility Limits
Professional Liability $500,000 Per Claim
(Errors and Omission) Insurance
(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.
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January 10, 2006
Page 18
(b) Architect shall name the City, its officers, employees, and elected representatives as
additional insureds on the Workers Compensation, Employer’s Liability, Commercial General
Liability and Comprehensive Automobile insurance policies.
(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) 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 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.
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January 10, 2006
Page 19
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.
G. ASSIGNABILITY
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 party 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: If to Architect:
Steve Polasek Dennis Sims, ASLA
Director of Community Services Principal
City of Southlake Dunkin, Sims, Stoffels, Inc.
400 North White Chapel 9603 White Rock Trail, Suite 210
Southlake, Texas 76092 Dallas, Texas 75238
(817) 748-8021 (214) 553-5778
Shana Yelverton, City Manager
January 10, 2006
Page 20
I. 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
Architect hereby agrees to defend, indemnify and hold the City harmless from and against any and
all claims for damages, liabilities, claims, injuries, attorney’s fees, costs and expenses of any person that
may arise out of or be occasioned by any negligent act, error or omission of Architect, or any agent,
servant, employee or subcontractor of Architect in the execution or performance of this Contract.
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
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.
Shana Yelverton, City Manager
January 10, 2006
Page 21
Q. ENTIRE AGREEMENT
This Contract and the exhibits attached hereto embody the complete agreement of the parties
hereto, superseding all prior or contemporaneous oral or written agreements between the parties relating
to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereby have executed this Contract in triplicate originals to
be effective on the Effective Date.
DUNKIN, SIMS, STOFFELS, INC. CITY OF SOUTHLAKE:
By:
Dennis Sims, ASLA, Principal Andy Wambsganss, Mayor
Date:___________________________ Date:________________________________
ATTEST:
__________________________________
Shana Yelverton, City Manager
January 10, 2006
Page 22
EXHIBIT A
Other Additional Services and Reimbursable Expenses
(All Additional Services must be authorized by the City prior to the service being performed)
TOPOGRAPHICAL SURVEY
A topographical survey will be prepared for the parking lot. The City should budget $3,500.00 for the
parking lot area south of the girls softball complex.
REIMBURSABLES
Plan and specification printing – The City should budget $2,000.00 for printing plans and specification
delivery and courier cost. These will be billed to the City at our incurred cost.
SWPPP Plan – The SWPPP will be prepared for a fixed fee of $1,000.00.
ADA Review – The City should budget $750.00 for ADA review fees.
ADDITIONAL SERVICES
Hourly rates for additional services – These services will be determined and approved by the City of
Southlake.
Principal $125.00/Hour
Landscape Architect $ 95.00/Hour
Associate $ 80.00/Hour
Clerical $ 50.00/Hour