08 - Grand Theater Phase I - Abatement and AssessmentItem No. 8
TO: Mayor, Mayor Pro Tem & City Council
FROM: Grayson Path, City Manager
SUBJECT: Grand Theater
Phase I — Abatement and Assessment
DATE: December 12, 2022
BACKGROUND:
The City of Paris owns the Grand Theater, located at 21 Lamar Avenue. This building is in a state
of disrepair, needing much asbestos abatement, debris cleaning, and a structural analysis
performed prior to a restoration and revitalization beginning. The Paris Grand Theater Project
(non-profit) has an agreement with the City to work towards restoration and revitalization of the
building. They have done some work, but it was agreed that this Phase I will assist them with
pursuing further fund raising to complete the task.
STATUS OF ISSUE:
The City of Paris has budgeted funds in the FY22/23 Budget to cover a Phase I analysis of the
building. This Phase I is meant to 1) provide bid documents for abatement and clean up the
remainder of the building and 2) perform a structural analysis to identify any structural work that
needs to be done. To perform this work, the City has drafted a Professional Services Agreement
with Malone Maxwell Dennehy Architects who have been highly involved in this project in the
past. They are very knowledgeable of the building and therefore have a head start on what to
expect and do when it comes to completing this Phase I. It is intended that at the conclusion of
Phase I, we will have documents with cost estimates for contractor work that the Paris Grand
Theater Project can use to then pursue fundraising. Once the non-profit has successfully raised
the necessary funds, we can pursue bidding the work out. Once the building is clean and secure,
the non-profit can then begin planning for restoration and rehabilitation. This will therefore be a
multiple step project that will take time. However, given the City owns this building, and given
all the restoration and development that is occurring downtown, it makes good sense to 1) make
sure our building is safe and 2) do our portion to assist with the redevelopment of downtown.
BUDGET:
The Phase I analysis will cost $16,500.00. $15,000.00 in ARPA funds was budgeted in FY22/23
to cover this project. We will be able to make up the difference in unencumbered ARPA funds.
OPTIONS:
1. Approve the Professional Services Agreement with Malone Maxwell Dennehy Architects
and authorize the City Manager to sign.
2. Request additional information, edits, and/or reject the agreement and/or project.
RECOMMENDATION:
1. Approve the Professional Services Agreement with Malone Maxwell Dennehy Architects
and authorize the City Manager to sign.
THE STATE OF TEXAS
Professional Services Contract
COUNTY OF LAMAR
THIS CONTRACT is entered into on this 12" day of December, 2022, by and between the CITY
OF PARIS, TEXAS, a municipal corporation located in Lamar County, Texas, (hereinafter referred to
as "CITY"), acting by and through its City Manager or his designee, and Malone Maxwell Dennehy
Architects ("hereinafter referred to as "CONSULTANT") whose address is 3400 Oak Grove Avenue,
Suite 202, Dallas, Texas 75204.
WITNESSETH:
WHEREAS, CITY desires to obtain architectural services from CONSULTANT related to the Grand
Theater Restoration Project; and
WHEREAS, CONSULTANT is an architectural firm qualified to provide such services and is willing
to undertake the performance of such services for CITY in exchange for fees hereinafter
specified;
NOW, THEREFORE,
THAT IN CONSIDERATION of the covenants and agreements hereinafter contained and subject
to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follows:
I.
Employment of Consultant
In accordance with Texas Local Government Code section 271.904(d), CONSULTANT will
perform as an independent contractor all services under this Contract to the prevailing professional
standards consistent with the professional level of care and skill ordinarily provided by competent
members of the architectural profession, both public and private, currently practicing under the same or
similar circumstances and professional license and as expeditiously as is prudent considering the ordinary
professional skill and care of a competent architect (hereinafter referred to as the "Standard of Care").
In accordance with Texas Local Government Code section 271.904(e), the Standard of Care shall be the
sole standard governing CONSULTANT's performance of its professional service under this Contract. If
CONSULTANT is representing that it has special expertise in one or more areas to be utilized in this
Contract, then CONSULTANT agrees to perform those special expertise services to the appropriate local,
regional and national professional standards.
II.
Scope of Services
CONSULTANT shall perform such services related to the Grand Theater Restoration Project
specifically including, but not necessarily limited to, the tasks enumerated more fully in Attachment "A"
hereto entitled "Scope of Work" (hereafter referred to as the "Project"). Services not set forth in
Attachment A shall be additional services and should CONSULTANT perform such additional services
as permitted in this Contract shall entitle CONSULTANT to payment of additional compensation.
Attachment "A" is hereby incorporated herein by reference and made a part hereof as if written word for
word. However, in case of conflict in the language of Attachment "A" and this Contract, the terms and
conditions of this Contract shall be final and binding upon both parties hereto.
III.
Payment for Services
Total payment for services described herein shall be a sum not to exceed Sixteen Thousand Five
Hundred and No/100 Dollars ($16,500.00). This total payment for services includes CONSULTANT's
ordinary expenses such as salary costs, overhead, direct expenses and profit. Additional expenses, which
are extraordinary in nature, shall be approved in advance by CITY in writing signed by the parties. Such
extraordinary expenses may be paid as incurred and billed to the CITY pursuant to this Contract over and
above the total payment amount identified in this provision. Any extraordinary expenses not approved
in writing in advance by the CITY shall remain the sole responsibility of the CONSULTANT.
CONSULTANT will bill CITY on a percent complete basis in accordance with Attachment "B";
provided however that this Contract shall control in the event of any conflict between the language in
Attachment "B" and the language in this Contract. If additional services, trips or expenses are requested,
CONSULTANT will not provide such additional services until authorized by CITY in writing to proceed.
The scope of services shall be strictly limited. CITY shall not be required to pay any amount in excess
of the amount identified in the preceding paragraph unless CITY shall have approved in writing in
advance (prior to the performance of additional work) the payment of additional amounts.
Each month CONSULTANT will submit to CITY an invoice supporting the percentage complete
for which payment is sought, along with a progress report supporting the invoiced amount. Each invoice
shall also state the percentage of work completed on the Project through the end of the then submitted
billing period, the total of the current invoice amount and a running total balance for the Project to date.
Within thirty (30) days of receipt of each such monthly invoice, CITY shall make payment in the
amount shown by CONSULTANT's approved monthly statements and other documentation submitted.
Such payments shall be subject to the Texas Prompt Payment Act, Texas Government Code §§ 2251.001,
et seq.
Nothing contained in this Contract shall require CITY to pay for any services that are not in
conformance with the Standard of Care or invoices which are not submitted in compliance with the
material terms of this Contract, nor shall failure to withhold payment pursuant to the provisions of this
section constitute a waiver of any right, at law or in equity, which CITY may have if CONSULTANT is
in default, including the right to bring legal action for damages or for specific performance of this
Contract. Waiver of any default under this Contract shall not be deemed a waiver of any subsequent
default.
IV.
Revisions of the Sco a of Services
CITY reserves the right to revise or expand the scope of services after due approval by CITY and
agreement by CONSULTANT as CITY may deem necessary, but in such event CITY shall pay
CONSULTANT equitable compensation as agreed by CITY and CONSULTANT for such services. In
any event, when CONSULTANT is directed to revise or expand the scope of services under this Section
of the Contract, CONSULTANT shall provide CITY a written proposal for the entire cost involved in
performing such additional services. Prior to CONSULTANT undertaking any revised or expanded
services as directed by CITY under this Contract, CITY must authorize in writing the nature and scope
of the services and accept the method and amount of compensation and the time involved in all phases of
the Project.
It is expressly understood and agreed by CONSULTANT that any compensation not specified in
Paragraph III hereinabove may require approval by the City Council and is subject to the current budget
year limitations. Further, CONSULTANT has no obligation to perform any services not set forth in
Attachment A without the advance, written approval of CITY.
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V.
Term and Time of Performance
This Contract shall begin on the date first written above, and shall terminate when CITY has
approved the Project as being final or otherwise terminates this Contract as provided herein.
The CONSULTANT shall commence services upon execution of this Contract. Unless
terminated, or unless the Scope of Services and Time of Performance are changed in accordance with
Article XV, Changes, the CONSULTANT shall complete the Scope of Services provided under Article II
by April 1, 2023. Notwithstanding anything herein to the contrary, CITY acknowledges and agrees that
any schedule for the provision of CONSULTANT's services may be modified or adjusted by written
agreement between the parties due to review by third -party consultants, review and approval of
submissions by authorities having jurisdiction over the project, changes in the scope of the project, and
or delays by the CITY and/or its contractor or consultants. CONSULTANT shall have no liability for any
such delays mutually agreed to by the parties.
The completion schedule set forth in this Article may be subject to causes that result in delay
over which neither CONSULTANT nor the CITY has any control. Notification and justification for any
such delays identified by the CONSULTANT must be made in writing and approved by the CITY. The
schedule of work will be extended to include any such delays pursuant to Article XV, Changes.
VI.
Contract Termination Provision
This Contract may be terminated at any time by CITY for any cause by providing CONSULTANT
thirty (30) days written notice of such termination. Upon receipt of such notice, CONSULTANT shall
immediately terminate working on, placing orders or entering into contracts for supplies, assistance,
facilities or materials in connection with this Contract and shall proceed to promptly cancel all existing
contracts insofar as they are related to this Contract. Data and study products prepared by the
CONSULTANT under this Contract shall be delivered to the CITY if requested on the condition that the
CITY has fully paid CONSULTANT all sums due for such data and study products. The CITY will only
be obligated to compensate the CONSULTANT in the amounts agreed herein for those services performed
prior to the effective date of termination and upon the CONSULTANT's submitting a statement of actual
services performed and payment requested.
VII.
Ownership of Documents
All materials and documents prepared or assembled by CONSULTANT under this Contract shall
become the sole property of CITY and shall be delivered to CITY without restriction on future use on the
condition that CITY substantially performs its obligations under this Contract, including prompt payment
of all sums due. CONSULTANT may retain in its files copies of all drawings, specifications and all
other pertinent information for the services. CONSULTANT shall have no liability for changes made to
any materials or other documents by others subsequent to the completion of the Contract. Further, in the
event CITY uses any materials or other documents provided, prepared, or assembled by CONSULTANT
without retaining CONSULTANT, such use shall be at CITY's sole risk and liability, and CITY releases
CONSULTANT and its consultants from all claims and causes of action arising from such uses.
VIII.
Insurance Requirements
A. Before commencing work, the consultant shall, at its own expense, procure, pay for and maintain
during the term of this Contract the following insurance written by companies approved by the
State of Texas and acceptable to the City of Paris. The consultant shall furnish to the City Clerk
copies of the insurance policies required herein stating coverages, limits, expiration dates and
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compliance with all applicable required provisions. Certificates shall reference the
project/contract number and be addressed as follows:
City of Paris
150 SE First St
Paris TX 75460
1. Commercial General Liability insurance, including, but not limited to
Premises/Operations, Personal & Advertising Injury, Products/Completed Operations,
Independent Contractors and Contractual Liability, with minimum combined single limits
of $1,000,000 per -occurrence, $1,000,000 Products/Completed Operations Aggregate
and $1,000,000 general aggregate. Coverage must be written on an occurrence form.
The General Aggregate shall apply on a per project basis.
2. Workers' Compensation insurance with statutory limits; and Employers' Liability
coverage with minimum limits for bodily injury: a) by accident, $100,000 each accident,
b) by disease, $100,000 per employee with a per policy aggregate of $500,000.
3. Business Automobile Liability insurance covering owned, hired and non -owned vehicles,
with a minimum combined bodily injury and property damage limit of $1,000,000 per
occurrence.
4. Professional Liability Insurance to provide coverage against any claim which the
consultant and all consultants engaged or employed by the consultant become legally
obligated to pay as damages arising out of the performance of professional services
caused by any negligent act, error, or omission with minimum limits of $2,000,000 per
claim, $2,000,000 annual aggregate.
NOTE: If the insurance is written on a claims -made form, coverage shall be continuous (by
renewal or extended reporting period) for not less than thirty-six (36) months following
completion of the contract and acceptance by the City of Paris.
B. With reference to the foregoing required insurance, the Consultant shall endorse applicable
insurance policies as follows:
A waiver of subrogation in favor of City of Paris, its officials, employees, and officers
shall be contained in the Workers' Compensation insurance policy.
The City of Paris, its officials, employees and officers shall be named as additional
insureds on the Commercial General Liability policy, by using endorsement CG2026 or
broader; and, the City of Paris shall be provided a defense to any and all claims and
causes of action arising out of or related to this Agreement as may be provided pursuant
to CONSULTANT's general liability insurance policies. In this regard, CONSULTANT
shall assist CITY to obtain any defense provided by the CONSULTANT's general
liability insurance policies.
Nothing contained in Section XII of this Agreement shall be interpreted or applied as
limiting, reducing, or eliminating any obligation or duty that CONSULTANT's insurance
carrier may owe to CITY as an additional insured, pursuant to endorsement CG2026 or
broader under the CONSULTANT's general liability insurance policies required by this
Agreement, to provide the CITY with a defense and/or indemnify the CITY for any claim
or cause of action, whether one or more, regardless of the proportionate responsibility or
liability of the CONSULTANT or the CITY. Neither shall anything contained in this
Section VIII be interpreted or applied as providing or otherwise entitling either
CONSULTANT, CONSULTANT's insurance carrier or any other party any right or
ability to recover over against CITY any amounts of money attributable to damages,
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costs, expenses and/or attorneys' fees based on or arising out of a finding of comparative
or proportionate responsibility or liability as against the CITY it being understood and
agreed that CITY in no way intends by this Agreement to waive its sovereign immunity
regarding any claim, suit or cause of action.
3. All insurance policies shall be endorsed to the effect that City of Paris will receive at
least thirty (30) days' notice in advance of the cancellation effective date of any policy
of insurance that is cancelled by the insurance company for any reason other than
nonpayment of premium.
4. All insurance policies shall be endorsed to the effect that City of Paris will receive at
least ten (10) days' notice in advance of the cancellation effective date of any policy of
insurance that is cancelled by the insurance company for nonpayment of premium or by
CONSULTANT for any reason.
C. All insurance shall be purchased from an insurance company that meets a financial rating of A -
or better as assigned by A.M. Best Company or equivalent.
D. The CONSULTANT shall notify CITY in writing at least thirty (30) days prior to CONSULTANT
cancelling or making any material change to any coverage(s) provided in, or through, the
insurance policies required under this Section VIII. Failure by CONSULTANT to provide CITY
the notice required hereunder may, in the sole discretion of CITY, be deemed a material breach
of this Agreement.
IX.
Right to Inspect Records
CONSULTANT agrees that CITY shall have access to and the right to examine any books,
documents, papers and records of CONSULTANT involving transactions relating to this Contract on the
condition that CITY substantially performs its obligations under this Contract, including prompt payment
of all sums due. CONSULTANT agrees that CITY shall have access during normal working hours to all
necessary CONSULTANT facilities and shall be provided adequate and appropriate work space in order
to conduct audits in compliance with the provisions of this section. CITY shall give CONSULTANT
reasonable advance notice of intended audits.
CONSULTANT further agrees to include in subcontract(s), if any, a provision that, on the
condition that CITY substantially performs its obligations under this Contract, including prompt payment
of all sums due, any subcontractor or architect agrees that CITY shall have access to and the right to
examine any directly pertinent books, documents, papers and records of such engineer or sub -contractor
involving transactions to the subcontract, and further, that CITY shall have access during normal working
hours to all such architect or sub -contractor facilities and shall be provided adequate and appropriate
work space, in order to conduct audits in compliance with the provisions of the paragraph. CITY shall
give any such architect or sub -contractor reasonable advance notice of intended audits.
X.
Successors and Assigns
CITY and CONSULTANT each bind themselves and their successors, executors, administrators
and assigns to the other party to this contract and to the successors, executors, administrators and assigns
of such other party in respect to all covenants of this Contract. Neither CITY nor CONSULTANT shall
assign or transfer its interest herein without the prior written consent of the other.
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XI.
CONSULTANT's Liability
Acceptance of the final plans by the CITY shall not constitute nor be deemed a release of the
responsibility and liability of CONSULTANT, its employees, associates, agents or consultants for the
accuracy and competency of their designs, working drawings, specifications or other documents and
work; nor shall such acceptance be deemed an assumption of responsibility by CITY for any defect in
the designs, working drawings, specifications or other documents and work; nor shall such acceptance be
deemed an assumption of responsibility by CITY for any defect in the designs, working drawings,
specifications or other documents and work prepared by said CONSULTANT, its employees, associates,
agents or sub -consultants. Notwithstanding the foregoing or any term or condition to the contrary, the
CONSULTANT shall be entitled to rely on and shall not be responsible for, the accuracy, completeness,
and timeliness of, services and information furnished by the CITY and the CITY's employees, agents,
consultants and contractors of any tier, and persons or entities under their supervision or control.
XII.
INDEMNIFICATION
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904(a),
CONSULTANT DOES HEREBY COVENANT AND CONTRACT TO INDEMNIFY AND HOLD
HARMLESS THE CITY, ITS CITY COUNCIL, OFFICERS, EMPLOYEES, AND AGENTS, IN
BOTH THEIR PUBLIC AND PRIVATE CAPACITIES, FROM AND AGAINST LIABILITY FOR
DAMAGE TO THE EXTENT THAT THE DAMAGE IS CAUSED BY AN ACT OF NEGLIGENCE
INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY
A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE CONSULTANT OR THE
CONSULTANT'S AGENT, ITS CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE CONSULTANT EXERCISES CONTROL.
XIII.
Inde pendent Contractor
CONSULTANT's status shall be that of an Independent Contractor and not an agent, fiduciary,
servant, employee or representative of CITY in the performance of this Contract. No term or provision
of or act of CONSULTANT or CITY under this Contract shall be construed as changing that status.
CONSULTANT will have exclusive control of and the exclusive right to control the details of its services
performed hereunder, and shall be liable for the acts and omissions of its officers, agents, employees,
contractors, subcontractors and architects and the doctrine of respondeat superior shall not apply as
between CITY and CONSULTANT, its officers, agents, employees, contractors, subcontractors and
architects, and nothing herein shall be construed as creating a partnership or joint enterprise between
CITY and CONSULTANT. CITY and CONSULTANT shall not be construed to be in any type of joint
venture with respect to the scope of work set forth in this Contract.
XIV.
Default
If at any time during the term of this Contract, CONSULTANT shall fail to commence its services
in accordance with the provisions of this Contract or fail to provide its services in accordance with the
Standard of Care or fail to use an adequate number or quality of personnel to perform its services as is
consistent with the Standard of Care or fail to perform any of its obligations under this Contract in
accordance with the Standard of Care, then CITY shall have the right, if CONSULTANT shall not cure
any such default after thirty (30) days written notice thereof, to terminate this Contract. Any such act by
CITY shall not be deemed a waiver of any other right or remedy of CITY. If after exercising any such
remedy due to CONSULTANT's nonperformance as set forth herein, the cost to CITY to complete the
services to be performed under this Contract is in excess of that part of the Contract sum which has not
theretofore been paid to CONSULTANT hereunder, CONSULTANT shall be liable for and shall
reimburse CITY for such excess but only to the extent caused by CONSULTANT in accordance with
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Texas Local Government Code section 271.904(a). CONSULTANT'S liability under this provision shall
be limited to the total dollar amount of this Contract.
CITY's remedies for CONSULTANT's failure to perform its services in accordance with the
Standard of Care or other material breach under this Contract (after notice and an opportunity to cure)
shall be one or more of the following remedies which may be exercised separately or in combination at
CITY's sole exclusive choice:
(a) Reserved;
(b) Re -performance of those services not in accordance with the Standard of Care at no extra
charge to CITY; or,
(c) Monetary damages in an amount not to exceed the greater of:
(1) The amount of any applicable insurance coverage CONSULTANT is required to
purchase and maintain under this Contract plus any deductible amount to be paid by
CONSULTANT in conjunction with said coverage regardless of whether CONSULTANT
has actually purchased and maintained said coverage; or,
(2) The total dollar amount of this Contract.
The terms of Sections XII entitled Indemnification, and XVII entitled Confidential Information
shall survive termination of this Contract. Notwithstanding any term or condition to the contrary,
CONSULTANT shall not be liable for the acts, errors, or omissions of CITY, its agents, employees,
contractors or consultants of any tier, or any person or entity under their supervision or control.
IN RECOGNITION OF THE RELATIVE RISKS, REWARDS, AND BENEFITS OF THE
PROJECT TO BOTH THE CITY AND CONSULTANT, THE RISKS HAVE BEEN ALLOCATED
SUCH THAT THE CITY AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW,
CONSULTANT'S TOTAL LIABILITY TO THE CITY FOR ANY AND ALL INJURIES, CLAIMS,
LOSSES, EXPENSES, DAMAGES, OR CLAIM EXPENSES ARISING OUT OF THIS CONTRACT
OR THE SERVICES FROM ANY CAUSE OR CAUSES, WHETHER ARISING OUT OF
CONTRACT, TORT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR ANY OTHER
LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE CONSULTANT'S AVAILABLE
AMOUNT OF PROFESSIONAL LIABILITY INSURANCE.
XV.
Changes
CITY may, from time to time, require changes in the scope of services to be performed under this
Contract. Such changes as are mutually agreed upon by and between CITY and CONSULTANT shall be
incorporated by written modification to this Contract.
XVI.
Conflict of Interest
CONSULTANT covenants and agrees that CONSULTANT and its associates and employees will
have no interest, and will acquire no interest, either direct or indirect, which will conflict in any manner
with the performance of the services called for under this Contract. All activities, investigations and
other efforts made by CONSULTANT pursuant to this Contract will be conducted by employees,
associates or subcontractors of CONSULTANT.
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XVII.
Confidential .Information
CONSULTANT hereby acknowledges and agrees that its representatives may have access to or
otherwise receive information during the furtherance of its obligations in accordance with this Contract,
which is of a confidential, non-public or proprietary nature. CONSULTANT shall treat any such
information received in full confidence and will not disclose or appropriate such Confidential Information
for its own use or the use of any third party at any time during or subsequent to this Contract. As used
herein, "Confidential Information" means all oral and written information received concerning City of
Paris, its affiliates and subsidiaries, and all oral and written information received concerning CITY or its
activities, that is of a non-public, proprietary or confidential nature including, without limitation,
information pertaining to customer lists, services, methods, processes and operating procedures, together
with all analyses, compilation, studies or other documents provided by CITY which contain or otherwise
reflect such information. The term "Confidential Information" shall not include such materials that (a)
are or become generally available to the public other than as a result of disclosure of CONSULTANT,
(b) are required to be disclosed by a governmental authority or pursuant to a properly submitted request
under the Texas Public Information Act or other applicable law, (c) were known to CONSULTANT prior
to its receipt from the CITY, (d) becomes known (independently of disclosure by CITY) to the
CONSULTANT from a source other than one having an obligation of confidentiality to CITY,.
XVIII.
Mailing Address
All notices and communications under this CONTRACT to be mailed to CITY shall be sent to
the address of CITY's agent as follows, unless and until CONSULTANT is otherwise notified:
Grayson Path
City Manager
City of Paris
Post Office Box 9037
Paris, Texas 75461
Notices and communications to be mailed or delivered to CONSULTANT shall be sent to the
address of CONSULTANT as follows, unless and until CITY is otherwise notified:
Paul M. Dennehy, FAIA
Malone Maxwell Dennehy Architects
3400 Oak Grove Avenue, Suite 202
Dallas, Texas 75204
Any notices and communications required to be given in writing by one party to the other shall
be considered as having been given to the addressee on the date the notice or communication is posted,
faxed or personally delivered by the sending party.
XIX.
Applicable Law
The CONTRACT is entered into subject to the Paris City Charter and ordinances of CITY, as
same may be amended from time to time, and is subject to and is to be construed, governed and enforced
under all applicable State of Texas and federal laws. CONSULTANT will make any and all reports
required per federal, state or local law including, but not limited to, proper reporting to the Internal
Revenue Service, as required in accordance with CONSULTANT's income. Situs of this Contract is
agreed to be Lamar County, Texas, for all purposes, including performance and execution.
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XX.
Severability
If any of the terms, provisions, covenants, conditions or any other part of this Contract are for
any reason held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants,
conditions or any other part of this Contract shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
XXI.
Remedies
No right or remedy granted herein or reserved to the parties is exclusive of any other right or
remedy herein by law or equity provided or permitted; but each shall be cumulative of every other right
or remedy given hereunder. No covenant or condition of this Contract may be waived without written
consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any
covenant or condition to be performed pursuant to this Contract.
XXII.
Entire Agreement
This Contract embodies the complete agreement of the parties hereto, superseding all oral or
written previous and contemporaneous agreements between the parties relating to matters herein, and
except as otherwise provided herein cannot be modified without written agreement of the parties.
XXIII.
Non -Waiver
It is further agreed that one (1) or more instances of forbearance by CITY or CONSULTANT in
the exercise of its rights herein shall in no way constitute a waiver thereof.
XXI V .
Headines
The headings of this Contract are for the convenience of reference only and shall not affect any
of the terms and conditions hereof in any manner.
XXV.
Venue
The parties to this Contract agree and covenant that this Contract will be enforceable in Paris,
Texas; and that if legal action is necessary to enforce this Contract, exclusive venue will lie in Lamar
County, Texas, or in the United States District Court for the Eastern District of Texas, Sherman Division.
XXVI.
No Third Party Beneficiary
For purposes of this Contract, including its intended operation and effect, the parties (CITY and
CONSULTANT) specifically agree and contract that: (1) the Contract only affects matters/disputes
between the parties to this Contract, and is in no way intended by the parties to benefit or otherwise affect
any third person or entity notwithstanding the fact that such third person or entity may be in contractual
relationship with CITY or CONSULTANT or both; and (2) the terms of this Contract are not intended to
release, either by contract or operation of law, any third person or entity from obligations owing by them
to either CITY or CONSULTANT.
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XXVII
Incor oration of Provisions Rei uired by Law
Each provision and clause required by law to be inserted into the Contract shall be deemed to
be enacted herein and this Contract shall be read and enforced as though each were included herein. If
through mistake or otherwise any such provision is not inserted or is not correctly inserted, the
Contract shall be amended to make such insertion on application by either party.
XXVIII
Equal Employment Opportunity
In the performance of this Contract, the CONSULTANT will not discriminate against any
employee or applicant for employment because of race, color, religion, age, sex, national origin or any
other protected class.
IN WITNESS WHEREOF, the parties hereto have set their hands by their representatives duly
authorized on the day and year first written above.
--------------------------------SIGNATURE PAGE FOLLOWS -
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ATTEST:
Janice Ellis
City Clerk
APPROVED AS TO FORM:
STEPHANIE HARRIS
City Attorney
CITY OF PARIS
LIM
GRAYSON PATH
City Manager
Date Signed:
MALONE MAXWELL DENNEHY ARCHITECTS
M
PAUL M. DENNEHY, FAIA
Date Signed:
[Remainder of page left blank intentionally.]
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THE STATE OF TEXAS §
COUNTY OF LAMAR §
BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared
GRAYSON PATH, City Manager of the CITY OF PARIS, a Texas Municipal Corporation, known to me
to be the person who's name is subscribed to the foregoing instrument, and acknowledged to me that he
has executed the same on the City's behalf.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE
DAY OF ............. , 20 .
Notary Public Lamar County, Texas
My commission expires.............................w... w_
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of , 20 , by
in his capacity as ........,,........, of ._..._w. .��..e.. f a
Corporation, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged that he executed the same on behalf of and as the act of
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE
DAY OF 20
Notary Public County, Texas
My commission expires
Architectural Services Contract
Malone Maxwell Dennehy Architects Page 12 of 16
Attachment "A"
SCOPE OF SERVICES
PHASE_I
ABATEMENT AND ASSESSMENT DESIGN
Malone
Maxwell
Dennehy
Architects
Malone Maxwell Dennehy Arehitects
3400 Oak Gmve Avenue
5 -ovate W2
Dallas, Texas 7SZ04
827-689-4297
'%'mama) rshh
Grayson Patti - City Manager
City of Paris, Texas
135 SE 11 Street
P.O. Box 9037
Parts, Texas 75461
(903� 794-9202
RE: Proposal for Professional Ser%rices
Phase l - Abatement and Assessment
Grand Theater - 21, Lamar Ave.
Paris, Texas
Dear Mlr. Path:
We are pleased to provide this proposal for the first phase of renovation of the historic 7130 seat Grand
Theater Building in downtown Paris, Texas. Per your email of I June 2022„ we have outilned this proposal
and provided associated fees for the work
ASSESSMENT PHASE
The intent of this work is to ready the existing structure for future phase work relating to reuse and
renovation of the theater, The theater building is an V shaped building comprising a main marqueed
entry located at 21 Lamar Ave, (US 82 Business)i with a sloping floor to the primary multifloored theater
consisting of support roomis, a projection booth, theater floor and balcony aind a stage with a large fly
tower. The theater portion of the building opens and exits to 11 Street SE, Scope of this proposal includes
the folidwing:
PF4se 11 - Grand Theater Assessment
Proposal for Architectural Services
29 November 2022
Architectural Services Contract
Malone Maxwell Dennehy Architects Page 13 of 16
• Prepare abatement bidding documents for scope of asbestos abatement and subsequent removal by
a registered abatement specialist,
• Prepare whole buliding bidding document for the cleaning and remGval of waste and debris from the
building,
• Conduct whole buOding structural assessment and report of the biuilding by a registered engineer,
• Provide basis as -built building layout for scoping services listed above,
Deliverable&
MMD Architects Inc. wHI provide the foflowing graphics, documents and presentation materials relating
to the needs fisted, in the Project Understanding:
CAD based layout of the existing theater, including basic floor pian layout for the purpose
scoping, and quantifying the work,
Scoping docurnents briefs coar&nated with the City of Parls for soficiting competitive bids
for theater clean up and abatement. Including pre-bid conferences and bid proposal
reviews/recommendations,
o A written structural assessment of the vlewable building elements without performing
destructive testing. Work to be performed by a registered engineer in the State of Texas
and will include the en&eers' observations and opinions of the structural integrity of the
building.
A cost estimate based on a prelim nairy order of magnitude for systems and finishes and
equipment
Fee
MMD Architects proposes to provide professional senrices as identified above, for the following fee-,
Asbestos Abatem, ent Scoping Documents for Bidding
2,900.00
Building Cleaning Scoping Documents for Bidding
2,200.00
Basic building plan layout (CAD) for stoping of %vork
4,60100
Structural Assessment (Frank W. Neal & Associates)-
$
3,200.,00
Estimate of, Probable Cost (at Schematic Level)
L600.00
............
Total
$
....... ..... ___
16,500.00
R*!mbursab1eJ;Xp"n g
Reimbursable expenses are in addition to the Fees, and will be passed on, and include such items as
printing, pge aind two auto trips to Paris (not to exceed $140.00 per round trip x 2 = $28,0.00)
Exclusions
AU'st
1111:11AW)MI 13:11111t'111: _'CTNrA;
does not Include any or 3-D documentation or any Civi�l Engineering. If these services are
determined to be needed, we will coordinate these services as well. Note that State of Texas required
notices and filings regarding asbestos abatemient wilt be done by the successful bidding abatement
contractor and coordinated w;tbi the City of Paris prior to the commencement ® any abaternent work,
Proposal for Architectural Services
2:9 Novem*er 2022
Architectural Services Contract
Malone Maxwell Dennehy Architects Page 14 of 16
OUR i
101011MVISVVIVA14 III WAR ;1;1 IUS
Sincerely,,
Paull DA. Dennehy, PAPA
Malone Maxwell Dennehy Arch tests
3400 Oak Grove, Avenue
Suite 202
DaRss, Temas 75204,
Cell: 817-699-4287
Ernal,.I.
Proposal Aceepted:
Grayson Path - City Manager Date
City of Paris, Texas
Phase 1' —Grand Theater Assessment
Propoizl for Architectural Services
29 November 202-21
Architectural Services Contract
Malone Maxwell Dennehy Architects Page 15 of 16
Attachment "B"
PAYMENT SCHEDULE
All fees not to exceed without prior approval.
For and in consideration of Basic and Special Services to be rendered by CONSULTANT, CITY agrees to
pay, based on the fees indicated below, with the total fee not to exceed Sixteen Thousand Five Hundred and No/ 100
Dollars ($16,500.00). Partial payments to CONSULTANT will be made on the basis of monthly statements rendered
to and approved by the CITY; however, under no circumstances shall any monthly statement for services exceed the
value of work performed at the time a statement is rendered. Payment for the services shall be due and payable within
one month of submission of a statement for services. A summary of the fee is as shown below:
BASIC SERVICES,
I. PHASE I — ABATEMENT AND ASSESSMENT SERVICES
(100% of Total Basic Service Fee) _ $16,500.00
II. PRELIMINARY ARCHITECTURAL SERVICES
(N/A% of Total Basic Service Fee) _ $N/A
II. FINAL DESIGN SERVICES
(N/A% of Total Basic Service Fee) _ $N/A
III. BID PHASE SERVICES
(N/A% of Total Basic Service Fee) _ $N/A
IV. CONSTRUCTION ADMINISTRATION
(N/A% of Total Basic Service Fee) _ $N/A
TOTAL BASIC SERVICES FEE _ $16,500.00
SPECIAL SERVICES,
V. N/A = $N/A
TOTAL,, S,ERVICE_S
TOTAL SPECIAL SERVICES FEE _ $N/A
TOTAL SERVICES FEE — $16,500.00
It is specifically understood and agreed that CONSULTANT shall not be authorized to undertake any work pursuant
to this Contract which would require payment by the CITY for any charge, expense, or reimbursement above the fee
as stated herein without obtaining prior written authorization from the CITY.
Architectural Services Contract
Malone Maxwell Dennehy Architects Page 16 of 16