14-AUTHORIZE EXECUTION OF PROFESSIONAL SERVICES AGREEMENT WITH DENNEY ARCHITECTS TO DESIGN REPAIRS TO GRAND THEATERItem No. 14
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To: c�ty co���l
John Godwin, City Manager
FROM: Shawn Napier, P.E., Director of Engineering, Planning & Development
SUBJECT: PROFESSIONAL SERVICES CONTRACT WITH DENNEY ARCHITECTS
FOR WORK ON THE GRAND THEATER
DATE: 1-18-2013
BACKGROUND: The Grand Theater has had been discussed at several City Council Meetings
in the recent past. At the August 13th meeting council gave direction with moving forward on
the idea of replacing the roof and roof shell structure over the existing entrance lobby area
(approximately 18-feet by 70-feet) and rebuilding the fa�ade in conjunction with the Leadership
in Lamar County Class Project. Since that time staff has been working with Denney Architects,
Dietz Engineering and Dr. and Mrs. Terry Kilgore to develop a plan. The Kilgore's own the
building to the east of the Grand Theater. One item that is in the proposed plan that was not
discussed earlier was a fire wall that would separate the Kilgore's building from the lobby area
of the Grand Theater. The wall would also support the new roof structure.
STATUS OF ISSUE: This contract is for the design of the fa�ade, front entry, fire wall and roof
of the Grand Theater. Denney architects will prepare plans and specifications, the structural
engineering will be performed by Dietz Engineering.
BUDGET: Denney Architects fee for the projects is not to exceed $18,500. This will be funded
from the City's portion of the hotel motel tax that is set aside as the Special Purpose Grant —
Hotel Tax.
RECOMMENDATION: Approve a contract with Denney Architects for professional services to
repair the Grand Theater.
AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is entered into by and between the City of Paris, Texas a home-rule
municipal corporation hereinafter called "CITY," and DENNEY ARCHITECTS, INC., a Texas
corporation, with principal office at 740 24�' Sh�et S.E., Paiis, Texas 75460 acting herein through a duly
authorized officer, herein called "Architect," for professional architectural services related to
the Grand Theater building enclosure repairs and alterations.
WITNESSETH:
For the mutual promises and benefits herein described, the parties agree as follows:
Tertn of AGREEMENT: This AGREEMENT shall become effective on the day it is
last executed, and shall continue in effect thereafter until the services provided for herein
have been performed, ar until terminated as provided herein_
2. Services to be Performed by ARCHITECT: Architect shall diligently and timely perform the
services described in the Proposal far Architectural Services attached hereto and
incorporated herein by reference as Exhibit, "A". CITY may request additional services of
any type normally rendered by Architect. These will be called "Additional Services," and must
be authorized in advance and with written approval by the Paris City Manager.
3. Compensation of ARCHITECT: Owner shall pay Architect for services rendered in
accordance with the Proposal for Architectural services attached hereto as Exhibit "A."
(a) Additional services requested by City which are beyond the scope of the Proposal will be
billed at the following rates:
1) Principal Architect $140.00/hour
2) Design Associate $70.00/hour
3) Clerical $60.00/hour
(b) Architect may submit monthly statements for services rendered. These statements will be
based upon Architect's estimate of services completed at the time, and CITY shall make
prompt payments. If CITY fails to pay ARCHITECT within sixty (60) calendar days of
the receipt of ARCHITECT'S statement, for any undisputed amounts due, Architect may
charge CITY interest of one-half percent (.50%) per month on undisputed amounts past due.
Architect may after giving ten (10) days written notice to CITY, suspend services until
paid.
(c) In the event this Agreement is terminated by CITY, Architect shall be entitled to payment
for services rendered through receipt of termination notice.
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4. Services to be Performed bv CITY: CITY shall: (i) designate a specific person as CITY 's
representative for tivs project; (ii) provide ARCHITECT with any previous studies, reports,
data, budget constraints, special CITY requirements, or other pertinent information known to
CITY; (iii) ensure access for the ARCHITECT to properties necessary for performance of the
ARCHITECT'S work; (iv) make prompt payments in response to ARCHITECT'S statements;
and (v) respond in a timely fashion to requests from the ARCHITECT.
5. Termination: The obligation to provide further services under this AGREEMENT may be
terminated by either party upon ten (10) calendar days written notice.
6. Reuse of Documents: All documents prepared by ARCHITECT are instruments of service for
the specific project contemplated under this AGREEMENT. They are not intended for reuse on
extensions of that project, or on any other project. Any reuse without written verification or
adaptation by ARCHITECT for the specific purpose intended will be at CITY's sole risk and
without liability to ARCHITECT.
7. Notices: Any notices to be given hereunder by either party to the other may be effected
either by personal delivery, in writing, or by registered or certified mail.
8. Sole Parties and Entire Agreement: This AGREEMENT shall not create any rights or
benefits to anyone except the CITY and ARCHITECT, and contains the entire agreement
between the parties. Oral modifications to this agreement shall have no force or effect.
9. Texas Law to Apply; Successors; Construction: This AGREEMENT shall be construed
under and in accordance with the laws of the State of Texas. It shall be binding upon, and
inure to the benefit of, the parties hereto and their representatives, successors and assigns.
Should any provisions in this AGREEMENT later be held invalid, illegal or unenforceable,
they shall be deemed void, and this AGREEMENT shall be construed as if such provision
had never been contained herein_
10. Other Provisions: The parties hereto further agree as follows:
(a) Indemni�cation. ARCHITECT shall release, indemnify and hold CITY and its elected
officials, officers, and employees harmless from and against all damages, injuries (including
death), claims, property damages (including loss of use), losses, demands, suits, judgments and
costs, including reasonable attorney's fees and expenses, in any way arising out of, related to, or
resulting from the services provided by ARCHITECT but only to the extent caused by the
negligent act or omission or intentional wrongful act or omission of ARCHITECT, its
officers, agents, employees, consultants, subcontractors, licensees, invitees or any other
third parties for whom ARCHITECT is legally responsible (hereinafter "Claims").
ARCHITECT is expressly required to defend CITY against all such Claims.
(b) Insurance:
ARCHITECT shall during the term of this Agreement maintain in full force and effect the
following insurance: (1) a policy of insurance for bodily injury, death and property damage
insuring against all claims, demands or actions relating to the ARCHITECT' S performance of
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services pursuant to this Agreement with a minimum combined single limit of not less than
$500,000.00 Dollars per occurrence and $1,000,000.00 aggregate for injury to persons (including
death), and for property damage; (2) policy of automobile liability insurance covering any
vehicles owned and/or operated by ARCHITECT, its officers, agents, and employees, and used in
the performance of this Agreement; and (3) Professional Liability insurance with a limit of not
less than $1,000,000.00 Dollars covering Architect and all of Architect's employees, agents and
consultants.
All insurance and certificate(s) of insurance shall contain the following provisions (1) name the
City, its officers, agents and employees as additional insured's as to all applicable coverage with
the exception of Professional Liability Insurance; (2) provided for at least thirty (30) days prior
written notice to the City for cancellation, non-renewal, or material change of the insurance; (3)
provide for a waiver of subrogation against the City for injuries, including death, property
damage, or any other loss to the extent the same is covered by the proceeds of insurance.
All insurance companies providing the required insurance shall either be authorized to transact
business in Texas and rated at least "B" by AM best or other equivalent rating service, or
approved by the City Risk Manager. A certificate of insurance evidencing the required insurance
shall be submitted to the City Clerk prior to commencement of services.
(c) Any opinion of the probable construction cost prepared by the ARCHITECT represents only his
judgment as a design professional and is supplied for the general guidance of the CITY. Since
the ARCHITECT has no control over the cost of labor and material, or many other factors, the
ARCHITECT does not imply nor guarantee the accuracy of such opinions. If the CITY elects
to redesign or rebid the project to reduce costs, ARCHITECT'S services for such rebidding or
redesign shall be additional services.
(d) The ARCHITECT has not been retained or compensated to provide design and construction
review services relating to any construction contractor's safety precautions or to means,
methods, techniques, sequences, or procedures required for the contractor to perform his
work, but not relating to the final or completed structure. The ARCHITECT does not in any
manner guarantee the performance of the construction contractors.
(e) ARCHITECT will strive to perform services hereunder in a manner consistent with that level
of care and skill ordinarily exercised by members of the profession currently practicing in the
same locality under similar conditions. No other representation, express or implied, and no
warranty or guarantee is included or intended in this AGREEMENT, or in any report, opinion,
document, or otherwise.
( fl Delivery of Electronic Files in accepting and utilizing any drawings, reports and data on any
form of electronic media from the ARCHITECT, CITY agrees that such files are instruments of
service of the ARCHITECT, solely for this particular Project. The CITY agrees not to reuse
these electronic files for any purpose other than of the Project.
Electronic files furnished by either party shall be subject to an acceptance period of sixty (60)
days. After the acceptance period, the electronic files shall be deemed to be accepted and neither
party shall have any obligation to correct errors or maintain electronic files.
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In the event of a conflict between the hard-copy design construction documents and record
drawings prepared by the ARCHITECT and the electronic files, the signed and sealed hard-copy
construction documents shall govern.
(g) Independent Contractor. ARCHITECT covenants and agrees that ARCHITECT is an
independent contractor and not an officer, agent, servant or employee of the CITY; that
ARCHITECT shall have exclusive control of and exclusive right to control the details of the
work performed hereunder and all persons performing same, and shall be responsible for
the acts and omissions of its ofiicers„ agents, employees, contractors, subcontractors
and consultants; that the doctrine of respondent superior shall not apply as between CITY
and ARCHITECT, its officers, agents, employees, contractors, subcontractors and
consultants, and nothing herein shall be construed as creating a partnership or joint
enterprise between CITY and ARCHITECT.
(h) No Assignment. ARCHITECT covenants and agrees that during the term of this
agreement, the services to be provided hereunder remain the sole responsibility of
ARCHITECT, and that ARCHITECT shall not during the term of this agreement assign,
subcontract, or in any other way authorize or retain other parties to provide such services
without the express written consent of CITY.
(i) G o v e r n i n g L a w a n d Venue. The parties agree that the laws of the State of Texas
shall govern this Agreement, and that all aspects of this Agreement are performable in Lamar
County, Texas. Exclusive venue for any claim or lawsuit arising out of or related to this
Agreement shall lie in Lamar County, Texas.
11. Amendments to this contract shall be in writing, and be signed by the appropriate authorized
parties for both CITY and ARCHITECT.
IN WITNESS WHEREOF, the parties, having read and understood this AGREEMENT, have
executed such in duplicate copies, each of which shall have full dignity and farce as an original, on
the 28th day of January, 2013.
ARCHITECT: DENNEY ARCHITECTURAL CITY: CITY OF PARIS, TEXAS
SERVICES, 1NC.
By
Attest:
(Corporate Seal)
By:
John Godwin, City Manager
Attest:
(Seal)
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