HomeMy WebLinkAboutRES.2030.01-18-2005 BILL NO. 05-2 RESOLUTION N0. o �
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A RESOLUTION AUTHORIZING THE CITY M�NAGER TO
EXECUTE AN AGREEMENT FOR PROFESSIONAL DESIGN
SERVICES WITH PHILLIP SMITH ARCHITECT,
L.L.C. , AUTHORIZING DESIGN SERVICES FOR
RENOVATIONS TO FIRE STATIONS #2 AND #4, IN
THE CITY OF CAPE GIRARDEAU, MISSOURI
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, AS FOLLOWS :
ARTICLE 1 . The City Manager, for and on behalf of the City
of Cape Girardeau, Missouri, is hereby authorized to execute an
Agreement for Professional Design Services with Phillip Smith
Architect, L.L.C. , authorizing design services for renovations
to Fire Stations #2 and #4, in the City of Cape Girardeau. A
copy of said Agreement is attached to this Resolution and made a
part hereof.
PASSED AND ADOPTED THIS � DAY OF �— , 20�.
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0 � Ja . Knudtson, Mayor
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Gayle L. rad, City Clerk
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AGREEMENT FOR PROFESSIONAL DESIGN SERVICES
THIS AGREEMENT FOR PROFESSIONAL DESIGN SERVICES(this "Agreement") is made and entered into and is
effecrive on this � day of � , 2005, by and between the City of Cape Girardeau, Missouri, a municipality
("City"), and Phillip B. Smith Ar 'tect,L (" rofessional"),whose mailing address is 101 South Farrar Drive, Suite 201,Cape
Girardeau,Mo. 63703.
WHEREAS, Professional is a firm of recognized professionals with extensive experience and training in the field of
professional design services;
WHEREAS, City desires to contract with Professional to render professional design services for the project set forth on
Exhibit A ("Project"). The Project description contained on Exhibit A is a general description of the Project and in no manner
modifies the Scope of Professional's services as noted in this Agreement or the texms and conditions of this Agreement;
WHEREAS,the services to be rendered by Professional will involve the performance of professional,expert and technical
services of a temporary and occasional character. The City has no available employees capable of performing such specialized
services for a ternporary or occasional period;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which is hereby aclmowledged, the City and Professional, intending to be bound, do
hereby agree as follows:
ARTICLE 1
STATEMENT OF THE WORK
1.1 Professional shall furnish all necessary or required professional,architectural,engineering,technical and/or administrative
services,labor,materials and supplies to fully and properly provide the design and related services for the Project,such work being
more specifically set out in Article 2 titled"Professional's Basic Services"(the"Work").
1.2 Professional agrees and acknowledges that the City is entering into this Agreement in reliance upon Professional's
extensive experience and expertise with respect to perfomung its Work. Professional accepts the relationship of trust and
confidence established between it and the City by this Agreement.
1.3 Professional's services shall conform to the professional standard of care and practice exercised by fim�s engaged in the
design of similaz projects. Professional represents that they shall strictly comply with all applicable national, federal, state,
municipal and local laws, statutes, ordinances, regulations, codes, orders, requirements, interpretations and all revisions or
amendments thereto and with any other regulations or other requirements of any other governing body having jurisdiction over the
Work or the Project(collecrively referred to hereinafter as"Laws").
1.4 Professional shall employ or subcontract with properly trained,qualified,licensed and professionally competent personnel
and consultants, including architects and engineers for the Project, and such personnel and consultants, as required by statute aze,
and continuously throughout the term of this Agreement shall remain,registered or certified in the State of Missouri.
1.5 Professional represents that it fully understands, appreciates and recognizes that the nature and character of the Work
demands that Professional perform the Work,at all times,to ensure coordination and consistency among all design and construcrion
documents it produces. Professional shall provide the Construction Contractor(s)who will construct the Project with a complete,
accurate, integrated, coordinated, consistent and functional set of Construction Documents that will be utilized and relied upon by
the Construction Conlractor(s)in connection with the Project.
1.6 Professional recognizes,agrees and accepts that the City is relying upon it for the complete and total design,development,
implementation and admnustrarion of the design of the Project and related services; and, despite the specific listing of Work
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contained in Article 2 "Professional's Basic Services", it is the intent of the City and Professional that the Work under this
Agreement include such complete and total design, development, implementarion and admuristration of the design of the Project
and related services.
1.7 Professional represents that:
(a) It is duly licensed and certified by all applicable governmental authorities to render the professional services
under this Agreement;
(b) It is duly authorized to conduct business in the State of Missouri in its particular profession;
(c) It nor its principals are presently debarred, suspended, or proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this Project by any federal, state or local department or agency or the
City;
(d) It is financially solvent and possesses sufficient experience,training, skills,resources and personnel to complete
the Work within the Contract Time and Contract Sum;
(e) It has visited the site for the Project and has familiarized itself with the local conditions and will correlate its
observations of same with the requirements of this Agreement;
(fl It will provide duly qualified, licensed and certified design professionals, engineers and/or architects in
perfomung the Work;and
(g) It has the full power and authority to make, execute, deliver and perform the services hereunder and has
authorized the undersigned to bind it to this Agreement.
The representations of Professional shall be continuing and shall survive the execution and delivery of this Agreement.
1.8 Professional shall cooperate with the City and any and all other consultants or design professionals of the City performing
work for the Project and shall coordinate the Work with such other consultants or design professionals.
ARTICLE 2
PROFESSIONAL'S BASIC SERVICES
2.1 GENERAL REQiJIREMENTS
2.1.1 Professional shall provide all management and professional services necessary or required to(a)prepare fully integrated,
accurate,coordinated,complete and buildable Construction Documents consisting of drawings,specifications,and other documents
setting forth in detail the requirements for the Project; (b) assist the City during the bidding and award of the contract for
construction of the Project;(c)provide construction administration of the Project,as specifically requested by the City.
2.1.2 Professional shall be responsible for the coordination of all drawings and design documents relating to Professional's
design and used on the Project,regardless of whether such drawings and documents are prepared or performed by Professional,by
Professional's consultants, or by others under the control of the Professional. If preliminary or design development work has been
performed by others under the control of the Professional, Professional is nevertheless fully responsible for and accepts full
responsibility for such earlier work when Professional performs subsequent phases of the basic services called for under this
Agreement, as fully as if the earlier work had been performed by Professional itself. Professional shall be responsible for
coordinarion and internal checking of all drawings and for the accuracy of all dimensional and layout information contained therein,
as fully as if each drawing was prepared by Professional. Professional shall be responsible for the completeness and accuracy of all
drawings and specificarions submitted by or through Professional and for their compliance with all applicable Laws.
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2.1.3 The City shall have the right to disapprove any portion of the Professional's Work on the Project, including, but not
limited to, schematic phase, design development phase,construction documents phase,bidding phase or construction phase work,
and any other design work or documents,on any reasonable basis,including,but not limited to,aesthetics,or because in the City's
opinion, the construction cost of such design is likely to render such work on the Project infeasible. In the event that any phase of
the Professional's Work is not approved by the City,the Professional shall proceed,when requested by the City,with revisions to
the design work or documents prepared for that phase to attempt to satisfy the City's objections. Should there be substantial
revisions to the original program after the approval of schematic drawings,wluch changes substantially increase the scope of design
services to be fiirnished hereunder, Professional shall so notify the City in writing and receive written approval from the City,
before proceeding with revisions necessitated by such changes. No payment, of any nature whatsoever, will be made to
Professional,for additional work or services,without such written approval by the City.
2.1.4 Professional recognizes and aclrnowledges that a budget for construction costs of the Project ("Project Budget") is
included within the City's requirements and program for the Project. Professional shall perform all Work and produce all design
documents to ensure that the Project Budget is met. Professional agrees to change, modify, alter, revise, or redraw the design
documents as may be necessary to comply with the Project Budget,as it may evolve from time to time with the express approval of
the City,without adjustment to the Contract Time and/or Contract Sum,except as provided in Secrion 2.1.3.
2.1.5 Any approvals by the City of the Work, the Design Documents or any changes, alterations, revisions, or modifications
thereto, as required by this Agreement, or otherwise, at any ti�e shall not waive, release or diminish Professional's professional
responsibilities hereunder.
2.1.6 Professional shall be primarily responsible for coordinating the distribution and assembly of information needed to
perform its Work including the collecdon of infom�arion from the City.
2.1.7 At the request of the City,Professional shall make a representation from time to time to the City as to the following:
(a) T'he then-current status of the Work;
(b) That the design documents prepared by Professional comply with all applicable Laws including,but not limited
to,the Americans With Disabilities Act and all applicable handicapped access design requirements;and
(c) Such other facts and circumstances as the City may reasonably require.
2.1.8 Upon completion of the Project and Work, Professional agrees to certify to the City and to any governmental entity or
agency providing funding for the Project or other person designated by the City that the Work has been perfornied and the Project
is in compliance with all applicable Laws including,but not limited to,all local,state and federal laws,rules,ordinances,orders and
regulations and all environmental laws and reguladons imposed by any governmental agency having jurisdiction over the Project
and with the Contract Documents.
2.1.9 Professional shall correct or revise, at its own cost and expense, any errors or deficiencies in Professional's services or
Work performed under this Agreement. The acceptance of any Work by the City shall not relieve Professional of the responsibility
for cornpliance with the terms of this Agreement or subsequent correcrion of such errors or deficiencies unless, and only to the
extent,the City has laiowingly waived such correction requirements in writing.
2.1.10 All specifications shall be drafted by Professional so as to promote overall economy for the purposes intended, to
encourage maxirnum free and open competition in satisfying the City's needs,and shall not be unduly restrictive.
2.1.11 Brand name or equal specifications may be used by Professional when:
(a) no other design or performance specification or qualified product list is available;
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(b) time does not pemut the preparation of another form of purchase description, not including a brand name
specification;
(c) the nahue of the product or the nature of the City's requirements makes use of a brand name or equal
specification suitable for the procurement;or
(d) use of a brand name or equal specificarion is in the City's best interest.
2.1.12 Brand name or equal specifications shall seek to designate three, or as many different brands as are practicable, as "or
equal"references and shall further state that substantially equivalent products to those designated will be considered for award.
2.1.13 Unless the essential characteristics of the brand names included in the specifications are commonly lrnown in the industry
or trade, brand name or equal specifications shall include a description of the particulaz design, function, or performance
characteristics which are required.
2.1.14 Where a brand name or equal specification is used by Professional in a solicitation, the solicitarion shall contain
explanatory language that the use of a brand name is for the purpose of describing the standard of quality, performauce, and
characteristics desired and is not intended to limit or restrict competition,
2.1.15 Since use of a brand name specification is resirictive of product competition,it may be used by Professional only when the
identified brand name item or items alone will satisfy the City's needs.
2.1.16 Professional shall seek to identify sources from which the designated brand name item or items can be obtaiued and shall
solicit such sources to achieve whatever degree of price competition is practicable.
2.2 PRE-DESIGN SERVICES
2.2.1 When authorized by a written notice to proceed by the City, Professional shall assist the City in establishing the City's
program and the financial and time requirements and limitations for the Project prior to beg'uming design.
2.2.2 Professional shall provide a conceptual analysis of the City's needs and shall prepaze a program of requirements based
upon information provided by the City describing the City's design objectives, space and equipment requirements and functional
relarionships.
2.2.3 Professional shall review a Project Budget provided by the City and confirm that the amount budgeted is representative of
the probable construction costs and is adequate with respect to any revisions to the program resulting from Professional's review
and recommendations of the City's program and requirements. Professional shall provide its recommendations regarding any
modifications or adjustments to the Project Budget.
2.2.4 Professional shall perform an analysis of key design considerations,key programmative considerations,code or regulatory
considerations and site and utility constraints. Professional shall prepare,based on this analysis,a written conceptual analysis of the
Project. Professional shall analyze and study the need or requirements for environmental monitoring, assessment and/or impact
studies. Professional shall analyze and study the requirements of all utilities necessary for the Project which may include energy
(electric,gas and steam),fire protection,life safety,water,sanitary sewer,storm sewer,drainage and communicarion systems.
2.2.5 Professional shall also perform site-related activities,including:
(a) Site visits to establish criteria;
(b) Contracting for surveys,surface site data and subsurface site data;and
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2.2.6 Professional shall submit to the City for review and acceptance the written conceptual analysis.
2.3 SCI�MATIC DESIGN
2.3.1 Based on the written conceptual analysis and Project Budget, as approved in writing by the City and any adjustments
authorized by the City in the Project Budget, Professional shall review with the City alternative approaches to the design and
construction of the Project. Professional shall investigate,study,prepare and present to the City in written form alternative design
criteria for all components of the Project wluch may be desirable or justified on a funcrional, economical or aesthetic basis. In
making such presentation to the City, Professional shall consider and present to the City all inforn�ation necessary for the City to
make a complete evaluarion thereof, including compararive analysis of program, quality, capital costs, operating and maintenance
costs and changes in the cost of the Project resulting from each alternative. The presentation shall be in a form that will correlate to
the City's Project Budget. �
23.2 After all necessary investigation, study, analysis, evaluation and presentation of all alternatives to the City, Professional
shall consult and work joinfly with the City in the decision-making process to establish Project design criteria satisfactory to the
City. If Professional believes that the design criteria, as desired by the City, cannot be feasibly accomplished, then Professional
shall advise City in writing and set forth recommendations conceming alternative design criteria wluch is feasible and satisfactory
to the City.
23.3 Based upon the approved design criteria, proposed time schedule of the City and Project Budget, Professional shall
prepare, for approval of the City, Schemaric Design Documents consisting of drawings and other documents illustrating the scale
and relationship of the Project components.
23.4 Professional shall advise the City of any need or advisability of the City securing any tests, analyses, studies,reports or
consultant's services in connection with the development of the design and Conshuction Documents for the Project. Professional
shall assist the City in securing all such tests, analyses, studies, reports and/or consultant's services. Professional shall be
responsible for interpreting,analyzing and evaluating all such tests,analyses,studies,reports and/or consultant's services.
2.3.5 Professional shall assist in the preparation of permit(s),applications and any other necessary approvals..
23.6 Professional shall prepare and submit to the City, along with the Schematic Design Documents, a statement of esti�nated
project costs which shall be in a level of detail satisfactory to the City, indicating the cost of each category of work involved in
constructing the Project. The statement shall indicate and explain any variances from the Project Budget and such statement shall
be revised to reflect any Schematic Design revisions required by the City.
2.3.7 Professional shall review and update previously-established Project schedules or develop Project schedules (if not
previously established)for decision-making,contracting and construction.
2.4 DESIGN DEVELOPMENT
2.4.1 Based on the approved Schematic Design Development Documents and any adjustinents authorized by the City in the
program, construction schedule or Project Budget, Professional shall prepare for approval by the City, Design Development
Documents consisting of drawings, outline specifications and other documents to fix and describe the size and character of the
Project,including,as applicable to the Project,architectural,structural,mechanical,electrical,plumbing systems,civil engineering,
equipment, infrastructure, utilities, landscaping, fire protection, life safety, and such other elements as may be appropriate for the
Project. Professional shall give consideration to availability of materials, equipment and labor, consiruction sequencing and
scheduling,economic analysis of construction and operations,user safety and maintenance requirements and energy conservation.
2.4.2 Professional shall make necessary revisions after a review of all applicable Laws and review of the Project with all federal,
state or local agencies having jurisdiction over the Project and shall make all revisions required by such officials.
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2.4.3 Professional shall also submit to the City a list of materials to be used and Professional shall review with the City
alternative materials,including the color and texture thereof,for use in the Project.
2.4.4 Professional shall advise the City of the need or advisability of the City securing any additional tests, analyses, studies,
reports or consultant's services in connection with the development of the design construction documents for the Project.
Professional shall assist the City in securing all such tests, analyses, studies,reports or consultant's services. Professional shall be
responsible for interpreting,analyzing and evaluating all such tests,analyses,studies,reports and/or consultant's services.
2.4.5 Professional shall prepare and submit to the City, along with the Design Development Documents, a statement of
estimated Project costs which shall be in a level of detail satisfactory to the City, indicating the cost of each category of work
involved in constructing the Project. The statement shall indicate and explain any variances from the Project Budget and such
statement shall be revised to reflect any Design Development Documents revisions required by the City.
2.4.6 Professional shall review and update previously-established Project schedules for decision-making, contracting and
construction.
2.5 CONSTRUCTION DOCUMENTS
2.5.1 Based on the approved Design Development Documents and any fi�rkher adjustments in the scope or quality of the Project
or in the Project Budget authorized by the City, Professional shall prepare for approval by the City, Construction Documents
consisting of Drawings, Specifications and other documents setting forth in detail the requirements for construction of the Project
and bidding and contracting for the construction of the Project.
2.5.2 Construction drawings and specifications, or other construcrion documents or construction contract documents submitted
by Professional to the City for approval or to any bidders,shall be complete and unambiguous and in compliance with all applicable
Laws.
2.5.3 The specifications for the Project shall describe in detail the materials, systems, equipment, workmanslup, quality and
perforrnauce criteria required for construction of the Project.
2.5.4 Professional shall assist the City in the development and prepazarion of Bidding Documents which describe the time,place
and conditions of bidding and bidding forn�s.
2.5.5 Professional shall also assemble and compile the Project Manual including General Conditions of the Contract for
Consirucrioq Bidding Documents and Specifications. Professional shall utilize the City's Standard General Conditions of the
Contract for Construction for the Project and insert such document in the Project Manual. Professional shall also develop and
prepare any supplemental conditions to the Cit}�s Standard General Conditions for the Con�act for Construction that may be
needed for this particular Project.
2.5.6 Professional shall advise the City of any adjustments to the previously-submitted estimated construction costs when the
Construction Documents are ninety percent (90%) complete, taking into account changes in materials or details of construction
which have occurred during preparation of the Construcrion Documents;lrnown changes in the cost of materials,labor and services
since prepararion of the previously-submitted estimate of construction costs and adjuslments for lmown or anticipated changes in
the bidding market relative to the Project.
2.5.7 Unless any increases in the Project Budget, including increases due to express design decisions of the City where
Professional has apprised the City that such decisions will have a cost impact and the probable amount thereof,were approved by
the City during the Schema6c Design Phase or the Design Development Phase,Professional shall,after consultation with the City,
redesign such cornponents of the Project as may be necessary, feasible or desirable to conform to the Project Budget at no
additional cost to the City,except as provided in 2.1.3.
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2.5.8 Professional shall review with the City a projected construction schedule in sufficient detail to analyze the sequence of
construction work and duration of major construction activities critical to the progress of construction of the Project.
2.6 BIDDING AND AWARD PHASE
2.6.1 Following the City's approval of the Construction Documents and any adjustments to the Project Budget, Professional
shall assist the City in obtaining bids pursuant to all applicable Laws and in awazding contract(s)for construction.
2.6.2 Professional shall also provide bidding materials services consisting of providing, organizing and handling Bidding
Documents for:
(a) Coordinafion;
(b) Reproduction;
(c) Completeness Review;
(d) Distribution;
(e) Distribution records;
(fl Retrieval;
(g) Receipt and ret�un of document deposits;and
(h) Review,repair and reassembly of retumed materials.
Professional shall include in all Bidding Docuxnents the City's standard forms relating to the General Conditions of the
Contract for Construction, any supplemental conditions thereto, bond and insurance forms, instruction to bidders and any other
applicable forms of the City.
2.6.3 Professional shall provide bidding administration services including:
(a) Attending all pre-bid meetings and conferences to provide appropriate inforn�ation to bidders or prospective
bidders;
(b) Supplementing and interpreting the Construction Documents during the bidding process;
(c) Preparing addenda for inclusion in Bidding Documents to advise bidders or prospective bidders of inforn�ation
that was not originally included in the Construction Documents, as necessary to enable them to prepare and
submit com}�lete bids;
(d) Issuing responses to questions from bidders or prospective bidders and clarifications or interpretations of the
Bidding Documents;and
(e) Preparing any drawings, details, specifications, etc., to clarify the Construction Documents during the bidding
period that are required as a result of errors or omissions on the part of the Professional.
2.6.4 Professional shall provide bid evaluation services consisting of:
(a) Attendance at bid openings;
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(b) Review and analysis of bidders'qualifications;
(c) Validarion of bids;
(d) Review and evaluation of bids;
(e) Recommendations and assistance to the City in awarding the Contract for Construction to the lowest, best and
most responsible bidder according to all applicable Laws;and
(� Analyzing alternates and/or substitutes in texms of budget and schedule analysis.
2.6.5 Professional shall provide Construction Contract Agreement services consisting of:
(a) Distribution of sets of Contract Documents for execution by parties to the Contract;and
(b) Obtaining and reviewing required certificates of insurance,bonds and similar documents.
2.6.6 If the lowest and best bid by a responsible general contractor for construction of the Project pursuant to the approved
drawings and specifications exceeds the most recently adjusted and approved Project Budget,the City xnay,at its sole and absolute
discretion:
(a) Terminate the Project;or
(b) Proceed with the Project by revising the scope or quality of the Project and/or authorizing rebidding the Project if
required by applicable Laws.
If the City chooses to proceed under subsection(b),the Professional shall revise the drawings and specifications as may be
required by the City to reduce or modify the quality or quantity, or both, of the work so that the total Cost of the Project will not
exceed the most recently adjusted and approved Project Budget and perform all additional bidding services to rebid the Project,if
necessary.
2.7 CONSTRUCTION ADMINISTRATION
2.7.1 If specifically requested by the City for all or part of the construction of the renovations to fire stations #2 and#4, the
Professional will provide basic services during the Construction Administration phase. If requested to provide consiruction
administrarion,the following will apply.
2.7.2 Professional shall provide Administration of the Contract for Construction as set forth in the City's General Conditions of
the Contract for Construction, together with, and as amended by the City's supplemental general conditions and other documents
included or incorporated into the Contract for Construction. In the event of a conflict or inconsistency between the types of services
to be provided by Professional, as set forth in the General Conditions of the Contract for Construction(as supplemented)and this
Agreement,Professional's services set forth in this Agreement shall prevail.
2.7.3 The duties,responsibiliries and limitations of authority of Professional may be reasonably restricted,modified or extended
by the City after the date of this Agreement;and,if they are substanrially restricted,modified or extended without written agreement
of the City and Professional,then Professional's compensation shall be equitably adjusted.
2.7.4 Professional shall provide governmental agency consulting,review and approval services relating to compliance with any
applicable Laws and shall provide all services necessary to obtain approvals and other pemussion required by any governmental
agency or entity having jurisdicrion over the Project.
2.7.5 Professional shall at all times have access to the work of the Construction Contractor(s).
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2.7.6 Professional shall become familiar with and observe and inspect the progress and quality of the work completed and shall
deternune if the work is proceeding in accordance with the Contract Documents. Professional shall devote an appropriate portion
of the time spent on-site to walking and gaining access to all appropriate portions of the work so that Professional may fully and
properly inspect the progress and quality of the work. However, Professional shall not be construed as having accepted the
Construction Contractor(s)' responsibility for the quality or quantity of the work. Professional shall be liable for actual damages
suffered by the City to the extent that Professional, through proper observation and inspection of the work hereunder, lrnew or
should have known of a defect or deficiency in the quality or quantity of the work and failed to promptly bring such defect to the
attention of the City. Based upon its observations and inspections and exercising its appropriate degree of caze,Professional shall
promptly notify in writing the City and Construcrion Contractor(s)of any defects and deficiencies and keep the City informed of the
progress and quality of the work in order that the City may provide for the correction of any defects and deficiencies in the work.
2.7.7 Professional shall have authority to reject work which does not conform to the Contract Documents. In such instance,
Professional shall have authority to require special inspection or testing of any work wluch is in addition to the inspection and
testing requirements set out in the Contract Documents. Professional shall promptly evaluate and report in writing to the City
concerning the results of any such inspections or tests. Professional shall analyze and develop solutions to alter non-conforming
work so as to make it acceptable and conforxning as an alternative to removal and replacement.
2.7.8 Professional shall periodically review the Construction Schedule, the progress of the work and Schedule of Values and
report to the City in writing any conditions or deficiencies of the Construction Contractor(s) which may cause a delay in any
Milestone Date or in completion of the Project in confom�ance with the Con�act Documents.
2J.9 Professional shall not have control or responsibility for the Construction Contractor(s)' means, methods, techniques,
sequences or procedures or for their safety precautions in connecdon with the construction.
2.7.10 Professional shall, on a monthly basis, certify that to the best of Professional's knowledge and belief, the Construction
Contractor(s)' applicarions for payment are accurate and correct, that they accurately represent the quanrity of work in place or
reasonably stored at the site, that the work complies with the requirements of the Contract Documents, and that the application
accurately reflects previous payments and retainage amounts. By signature thereon,Professional certifies and represents that he has
reviewed such applications and has determined that they are correct, reasonably represent the construction to date, that the work
complies with the Contract Documents and that the Construction Contractor(s) is entitled to payment in the amount requested.
Professional shall provide Construction Contractor(s)with applications for payment and receipts and waiver forms provided by the
City. Professional shall also ensure that all documents to be submitted with each application for payment as required by the
Contract Documents have been provided by the Consiruction Contractor(s). Professional shall either certify Contractor's
application for payment or provide reasons for withholding certification within ten (10) days from receipt of Contractor's
application for payment.
2.7.11 The Professional shall check the shop drawings, samples, and product data relating to work designed or specified by
Construction Contractor(s) and advise the City of any revisions necessary to aclueve conformity with the Drawings and
Specifications. Review of such submittals is not conducted for the purpose of substantiating instrucrions for installarion or
performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract
Documents. The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by
the Architect, of any construction means, methods, techniques, sequences or procedures. The ArchitecYs approval of a specific
item shall not indicate approval of an assembly of which the item is a component. The submissions reviewed by Professional
and/or its consultants shall be stamped,signed,and noted as follows:
(a) "Reviewed and Approved" - means reviewed and acceptable for construction, fabrication and/or manufacture.
subject to the condirion that the work as constructed shall be in accordance with the requirements of the
Drawings and Specifications. Final certification of the work shall be conditional upon such compliance.
"Reviewed and Approved"shall also mean that the Professional has reviewed the shop drawings for dimensional
compliance with the Drawings and Specifications, that they are coordinated with all other shop drawings, the
Professional's and its consultants'drawings,and that they conform with the design concept.
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(b) "Reviewed and Approved as Noted" -means,unless otherwise noted on the drawings, reviewed and approved
for constructioq fabrication and/or manufacture, subject to the condition that as constructed it shall be in
accordance with all annotations and/or corrections indicated, and in accordance with requirements of the
Drawings and Specifications. Final certification of the work shall be conditional upon such compliance. Shop
drawings and product data designated"Reviewed and Approved as Noted"must be resubmitted for the City's and
Professional's record files with all corrections cleazly made in accordance with annotations and corrections.
Professional may also provide for the partial release and acceptance of shop drawings. "Reviewed and Approved
as Noted"shall also mean that Professional has reviewed the shop drawings for dimensional compliance with the
Drawings and Specifications;that as annotated they are coordinated with all other shop drawings,Professional's
and its consultants'drawings;and that as annotated they are in confomuty with the design concept.
(c) "Not Approved, Revise and Resubmit" - means that deviations from the requirements of the Drawings and
Specifications exist in the submission. No work based on such drawings shall be constructed, fabricated,
manufactured or installed. The Conslruction Contractor(s) must revise the drawings to comply with
Professional's annotations and pursuant to all requirements of the Drawings and Specifications,must resubmit the
drawings in accordance with the Shop Drawings Schedule.
(d) "No Action Taken"-means submittal was not required or was requested for informarion only.
All contract requirements shall be followed by the Contractor.
2.7.12 All shop drawings and other submissions are to be stamped, signed and annotated as noted above. Professional shall be
liable to the City for actual damages suffered by the City to the extent that Professional laiew or should have known,through its
exercise of the appropriate degree of care, of any deviation from the requirements of the Contract Documents and for errors or
omissions in the shop drawings or submittals by proper review and study within the scope of its services hereunder.
2.7.13 Professional shall provide supplemental documents services consisting of:
(a) Preparing, reproducing and distributing supplemental drawings, narrative descriptions and specifications in
response to requests for clarification, requests for information regarding the Contract Documents or otherwise
deemed necessary in the Professional's opinion;and
(b) Forwarding the City's instructions and providing guidance to the Construction Contractor(s)relarive to changed
requirements or schedule revisions.
Such supplemental docuxnents,responses or interpretations shall be rendered promptly and be consistent with the intent of
the Contract Documents. All corrections and changes to drawings shall be made on 8-1/2"x 11" or larger drawings. Changes to
specifications shall be made only by consecutively-numbered and dated narratives approved by the City.
2.7.14 The City shall have the right to make changes and revisions in the design or construction of the Project, including
alterations,reductions therein or additions thereto. All such revisions which do not constitute a Change in Scope shall be included
as part of the Professional's Basic Services. No orders, authorizations, or approvals in connection with changes in the design or
construction of the Project, except minor changes in the construcrion work which the Professional may authorize, shall be binding
unless given by the City in writing. If permission to make the change is specifically requested in writing by the Professional to the
City and the City orally instructs the Professional to proceed with the requested change after the City's receipt of the written request,
then the Professional shall confurn the City's oral approval in writing to the City and may proceed with the requested change.
2.7.15 If the City inidates or requests a change in the Work which the Professional believes constitutes a Change in Scope in the
design or construcrion of the Project, the Professional shall, with reasonable promptness and prior to commencing any Work or
services with respect to such change,notify the City,in writing,of the Professional's position that the change initiated or requested
constitutes a Change in Scope. The Professional shall fumish the City with a written statement as to the effect,if any,which such
10
change will have on the scheduled completion date for design services on the Project and shall provide the City with an estimate for
any additional services to be performed by the Professional. ff the Professional believes that the change does not involve a Change
in Scope, then it shall promptly proceed with the perfom�wce of the Work and Services requested and/or required in connection
with such change. Subsequent to the receipt of written notice from the Professional that a requested change constitutes a Change in
Scope,the City and Professional shall meet to discuss the requested change and pursuant to such meeting and discussions: (1)the
City and Professional shall agree that the change does not constitute a Change in Scope, in which event the Professional shall
proceed with the Work and Services requested and/or required in connection with the change without increase in compensation
and/or extension in the Contract Time; or (2) the City shall agree not to pursue such change; or (3) the City shall issue written
approval for the perforn�ance of additional services by the Professional,which approval shall set forth the amount of any increase in
compensation to the Professional and/or the amount of any extension in the Contract Time resulting from such change,as agreed to
by the City and Professional.
2.7.16 If any change in the construction of the Project is approved by the City,Professional shall provide quotation requests and
change order services consisting of:
(a) Preparation,reproduction and distribution of Drawings and Specifications to describe work to be added,deleted
or modified;
(b) Review of proposals from Construction Contractor(s) for reasonableness of quantities and costs of labor and
materials;
(c) Review and recommendations relative to changes in time for Substantial Completion;
(d) Nego6ations with Construcrion Contractor(s)on the City's behalf relative to costs of work proposed to be added,
deleted or modified;
(e) Assisting in the preparation of appropriate Modifications of the Contract(s)for Construction;and
(fl Coordination of communications,approvals,notifications and record-keeping relative to changes in the work.
2.7.17 Professional shall maintain records in an orderly manuer,including correspondence,Contract Documents,Change Orders,
Construction Change Authorizations,Professional's Supplemental Inshuctions,reports of site conferences,Shop Drawings,Product
Data, Samples, supplementary drawings, color schedules, applications for payment, and names and addresses of contractors. The
City and its representatives shall have the right to inspect,examine,and monitor such records from time to time.
2.7.18 Professional shall observe the Construction Contractor(s)' Record Drawings at intervals appropriate to the stage of
construction and shall document and provide the City with prompt notice of any apparent failure by the Construction Contractor(s)
to maintain up-tadate records.
2.7.19 Professional shall review the Contract Documents with the City and the Construction Contractor(s) and provide, as
necessary or as requested by the City,its interpretation of the Contract Documents.
2.7.20 Professional shall render assistance on claixns, disputes and other matters in question between the City and the
Construction Contractor(s)relating to the Project.
2.7.21 Professional shall provide Project close-out services iniriated upon notice from the Construction Contractor(s) that the
work, or a designated portion thereof, which is acceptable to the City, is sufficiently complete, in accordance with the Contract
Documents to pemut occupancy or utilization for the use for which it is intended,and consisting of:
(a) A detailed inspection with the City's representative for confornuty of the work to the Contract Documents to
verify the list submitted by the Constn►ction Contractor(s)of items to be completed or corrected;
11
(b) Deternunation of the amounts to be withheld until Final Completion;
(c) Securing and receipt of consent of surety or sureties,if any,to reduction in or partial release of retainage or the
making of final payment(s);
(d) Issuance of Certificate(s)of Substantial Completion;
(e) Inspection(s) upon notice by the Construction Contractor(s) that the work is ready for final inspection and
acceptance;
(fl Notification to the City and Construction Contractor(s)of deficiencies found in follow-up inspecfion(s),if any;
(g) Final inspecrion with the Cit}�s representative to verify Final Completion of the work;
(h) Receipt and transmittal of warranties,af�idavits,receipts,releases and waivers;
(i) Securing and receipt of consent of surety or sureties,if any,to the maldng of final payment(s);
(j) Ensuring that insurance certificates evidencing the maintenance of insurance coverages required to be maintained
after completion of the Project have been provided by the Construction Contractor(s);and
(k) Issuance of Final Certificate(s)for payment.
Issuance of the final Certificate(s) for Payment shall be a representation by Professional to the City that the work of
Construction Contractor(s)is in confom�auce with the Contract Documents.
2.7.22 Within thirty(30)days from the date that Professional certifies that the Project is substantially complete,Professional shall
(a) review and forwazd to the City for its review and approval, all written warranties and related documents that have been
submitted by the Construction Contractor(s), and verify that all such documents expressly specified by the respective Contract
Documents and/or the Construction Documents have been submitted; (b) review and furnish to the City complete instnzction,
operation and maintenance manuals for all wearing surfaces, all systems and all lugh maintenance items that have been submitted
by the Construction Contractor(s);and(c)verify that all such documents expressly specified by the respective Contract Documents
and/or Construction Documents have been submitted. Professional shall assemble in loose-leaf binders and submit to the City
copies of all manuals, brochures and drawings furnished throughout the Project to Professional by Construction Contractor(s)
relating to the operation and maintenance of the Project. Professional shall also include in such loose-leaf binders written
guarantees delivered by Construcrion Contractor(s)and required by the Contract Documents.
2.7.23 Professional shall provide assistance, as reasonably required, in the utilization of any equipment and/or systems, such as
initial start up or testing,coordination of adjusting and balancing assistance with Construction Contractor(s)'suppliers'requirements
for training personnel for operation and maintenance,and consult�tion during initial operation.
2.8 POST-CONSTRUCTION PHASE
2.8.1 Eleven(11) months after substantial complerion of each phase of the Project, Professional shall(a)visit and inspect the
Project; (b) advise the City, in writing, of any evidence of faulty materials or workmanship used in constructing the Project
observed during such inspection;(c)make a recommendation regazding conective construction/work required;(d)reinspect within
a reasonable time after the foregoing inspection to certify that all corrective construction/work has been satisfactorily completed
according to the Drawings and Specificarions; and(e)provide summaries of any remaining unexpired special warranties required
by the Contract Documents.
ARTICLE 3
THE CITY'S RESPONSIBILITIES
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3.1 The City will, with reasonable promptness, provide Professional with available inforn�ation regarding its proposed
requirements for the Project(s). Professional shall review all information provided by the City and if any information is inadequate,
incorrect,misleading and/or if Professional needs additional information to perform its services,Professional shall prompdy notify
the City in writing.
3.2 The City shall designate a representative authorized to act on the Owner's behalf with respect to the project. The Owner or
such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Professional in
order to avoid unreasonable delay in the orderly and sequential progress of the Professional's service.
ARTICLE 4
REIIvIBURSABLE EXPENSES
4.1 Reimbursable Expenses are in addition to compensation for the services set forth herein incurred by Professional in the
perforn�ance of its services hereunder and are limited to the actual cost to the Professional for the following:
(a) Expense of reproductions,postage and handling of drawings and other documents;and
(b) Expense of renderings,models and mock-ups requested and approved in writing in advance by the City.
4.2 Reimbursable Expenses incurred by Professional shall be billed to the City on a monthly basis.
ARTICLE 5
COMPENSATION AND PAYMENT
5.1 The City agrees to pay Professional for the perfonnance of design professional services under ttris Agreement based upon
hourly rates for labor set forth in Exlubit B and for actual reimbursable expenses incurred by Professional,provided that the total of
all payments by the City for Basic Services and actual Reimbursable Expenses shall not exceed the maximum aggregate sum of
twenty-one thousand and one hundred dollars ($21,100) ("Coniract Sum"). In addition, the City agrees to pay Professional for
Construction Administration as set forth in 2.7 herein based on the hourly rates and reimbursable expenses set forth in Exhibit B.
5.2 Additional services beyond those set forth in Article 2 shall solely be engaged only with the written approval of the City.
Any charges for additional services or changes in any time requirements under tlus Agreement shall be accomplished only in
writing signed by the City. Accordingly,no course of conduct or dealings between the parties,nor express or implied acceptance of
alterations or additions to Professional's Work,and no claim that the City has been unjusdy enriched by any alteration or addition to
the services rendered hereunder,whether or not there is,in fact,any unjust enrichment to the City,shall be the basis of any claim for
an increase in any amount due under this Agreement or a change in any time period provided under this Agreement.
5.3 Professional shall submit detailed invoices for services performed pursuant to this Agreement and Rennbursable
Expenses, subject to the maximum amount pursuant to Pazagraph 5.1, on a monthly basis. The detail of such invoices shall be
acceptable to the City.
5.4 The City shall pay properly detailed and submitted invoices for services properly performed hereunder and for
Reimbursable Expenses, subject to the maximuxn amount pursuant to Paragraph 5.1, within thirty (30) days from receipt of a
properly detailed and submitted invoice.
5.5 Professional acknowledges that it is accepting and assuming certain liabilities and risks under this Agreement,and for the
express purpose of inducing the City to execute this Agreement, Professional agrees that all such liabilities and risks have been
analyzed,assessed and included in the Contract Sum.
5.6 The City may withhold monies otherwise due Professional on account of Professional's failure to perform in accordance
with the terms and conditions of this Agreement and/or to sarisfy any amounts payable to the City by Professional under the terms
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of this Agreement. Within ten (10) days of exercising its right to withhold monies, the City will provide written notice to
Professional of the reasons therefor and shall thereafter provide Professional with a reasonable opporiwuty to cure. When all
reasons supporting the City's withholding have been removed to the City's reasonable satisfaction,the City agrees to pay promptly
any monies withheld that are otherwise due Professional.
5.7 Professional shall keep records relating to the Work and any and all expenses, costs, liabilities and fees related thereto in
accordance with generally accepted accounting principles and shall make such records available to the City,its representarives and
the representatives of any state,regional,federal or other agency providing funding for the Project. All records shall be maintained
by the Professional for a period of five (5)years following completion of the Project and shall be made available to the City, its
representatives and the representatives of any state,regional,federal or other agency providing funding for the Project.
5.8 An initial payment of Three Thousand Dollars($3,000.00) shall be made upon execution of the Agreement. It shall be
credited to the City's account at final payment.
5.9 Payments are due and payable thirty(30)days from the date of the Architect's invoice. Amounts unpaid sixty(60)days
after the invoice date shall beaz interest at the rate of 0.5 percent per month of amount due.
ARTICLE 6
CONTRACT TIME
6.1 Professional shall commence the Work prompfly upon receipt of written notice to proceed from the City and shall
complete the same in accordance with the Schedule set forth in Exhibit "C" (such period of time is herein referred to as the
"Contract Time"). The Contract Time,and each of any interim milestones,are of the essence in this Agreement. Professional shall
complete the Work according to those milestones to enable the Work to proceed in a coordinated and properly timed manner.
6.2 Professional aclaiowledges that the Contract Time under wluch the Work is to be performed must be strictly adhered to by
Professional and that any milestone date must be met by Professional,as well as the final completion date.
6.3 If any Work is performed by Professional prior to the execution of this Agreement, all such Work performed shall be in
accordance with and govemed by the terms of this Agreement. Professional shall not be entitled to compensation for such Work
unless approved in writing in advance by the City.
6.4 If,in the sole judgment and discretion of the City,Professional is unable to maintain its performance in accordance with
the Contract Time,the City shall have the right to h�ansfer Work to others,supplement Professional's staff,delete any portion or all
of the Work or ternunate the Work,in whole or in part,in order to maintain the Project schedule and Contract Time. The right of
the City contained in this paragraph shall be in addition to all other rights and remedies it may have as provided herein or provided
by applicable Laws.
ARTICLE 7
CHANGES AND CLAIMS
7.1 The City,without invalidating this Agreement;by written notice,may order changes in the scope of Work which may or
may not result in additions to or deducrions from the Contract Time and/or the Contract Sum. Such written notices to Professional
shall bear the signature of the City's duly authorized representative.
7.2 Professional shall reply in writing to any written notice from the City for changes in the Work to be performed within ten
(10) days after receipt thereof and shall include Professional's opinion as to a proper addition to or deduction from the Contract
Time and/or the Coniract Sum, if any. The City's written agreement to any such adjustment to the Contract Time and/or the
Contract Sum and the City's written notice to proceed must be sent to Professional before any changes that affect the Contract Time
and/or the Coniract Sum shall be made. The Contract Time and/or the Contract Sum may only be adjusted by Change Order to be
made part of this Agreernent.
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73 In the event any dispute arises between the City and Professional relating to whether any item of work requested or
directed by the City is within the Work,Professional shall immediately norify the City in writing of its contention that the work is
outside of the Work. In such event,the parties shall thereafter attempt in good faith to negotiate the resolution of such dispute.
7.4 In the event that Professional alleges that it has been delayed in the performance of its Work from any cause or event that
may foreseeably cause an im}�act upon the timeliness of completion of the Work, Professional shall promptly(and, in any event,
within three (3) calendar days of the occurrence of such event or cause)provide written notice to the City thereof and provide an
estunate as to the nature and anticipated extent of such event upon completion of the Work.
7.6 All Claims by Professional against the City relating to this Contract shall be submitted in writing to the City promptly after
the events allegedly give rise to such Claim. Such written notice of a Claim shall include all reasons for such Claim and the amount
of any additional compensation or additional time requested for such Clann. All Clanns not made in the manner specified herein
shall be deemed waived and of no effect. "Claims" include,but aze not limited to, controversies arising under this Contract,and
those based upon breach of Contract,mistake,misrepresentation,or other cause for Contract modification or rescission.
ARTICLE 8
TERMINATION OF AGREEMENT
8.1 The City may, at any time and for any reason, including, without limitarion, for its own convenience and at its sole
discrerion, cancel or terminate this Agreement in whole or in part upon five (5) days written notice to Professional without
liability other than payment for Work akeady performed up to the date of ternunation, together with reimbursable expenses
incurred to the date of termination. In no event shall Professional be entitled to any other compensation from or recovery of
any damages in connection with any ternunation hereunder, including, without limitation, consequential damages, lost
opporh�nity costs, lost profits, impact damages or similar remuneration. T'he sole compensation that Professional shall be
entitled to because of any temunation hereunder is limited to amounts for Work performed up to the date of termination,
together with reimbursable expenses incurred to the date of ternunation.
8.2 Either party may ternuuate ttus Agreement upon five (5) days written notice should Professional or Owner fail to
substanrially perform in accordance with the terms of this Agreement and such failure is not cured within the five (5) day
period. Professional shall not be enritled to any payment under this Agreement upon a temunation pursuant to ttris Paragraph
8.2.
8.3 Upon receipt of any notice of termination,Professional shall promptly(1)discontinue all affected Work(unless the notice
directs otherwise),and(2)prompfly deliver to the City all design documents and all sepias and copies of all completed or partially
completed drawings, specifications, sketches, models, reports, calculations, computer assisted design documents, computer discs,
diskettes, tapes, charts, photographs, data, estimates, summaries and such other infortnation and materials as may have been
accumulated by Professional in performing this Agreement,whether completed or in process.
8.4 If a court determines that termination of the Professional pursuant to Paragraph 82 was wrongful,such termination will be
deemed converted to a termination for convenience pursuant to Paragraph 8.1 and Professional's remedy for wrongful ternrination is
limited to the recovery of the payments pernritted for ternunation for convenience as set forth in Paragraph 8.1.
8.5 The rights and remedies of the City or the Professional under this Section are non-exclusive and are in addition to all other
remedies available to the City at law or in equity.
ARTICLE 9
FORCE MAJEURE/SUSPENSION
9.1 The failure of either pariy hereto to comply with the terms and conditions hereof because of an act of God,war,fire,riot,
earthquake, act of public enemies, or actions of governmental authorities(federal, state or local), shall not be deemed a breach of
tlus Agreement. In any such event, the term of this Agreement shall be extended for a period of not longer than the aggregate
periods of such contingencies. If any such contingency shall continue for more than four(4)weeks,the City shall have the right to
15
terminate this Agreement by giving written notice of such tem�ination to Professional. In the event of such a temrivation,the City
shall be liable only for the cost of the Work performed through the date of termination,in accordance with the terms of Paragraph
8.1.
9.2 The City shall have the authority to suspend the Work,in whole or in part,for such periods and for such reasons as it may
deem necessary or desirable,in its sole discretion,including,without limitation:
(a) To resolve coordination,technical or design matters;
(b) Other conditions considered unfavorable for the scheduled prosecution of the Work;and/or
(c) Other conditions considered adverse to the best interests of the City.
Any such suspension shall be in writing to Professional. Professional shall obey imxnediately such orders of the City and
shall not resume the Work until so ordered in writing by the City. No such temporary suspension of the Work shall be the basis of a
claim by Professional for any increase in the Contract Sum or for any other damages, losses, costs or expenses whatsoever, all of
which clanns Professional hereby expressly waives. Professional shall be entitled to an extension of the Contract Time, not to
exceed the length of time that the Work was suspended if,but only i�the suspension is not due to an act or omission of Professional
or any other person or organization for whose acts or omissions Professional may be liable. If a temporary suspension of work lasts
more t1�an ninety(90)days,the contract may be renegotiated by the parties.
ARTICLE 10
OWNERSHII'OF DOCUMENTS
10.1 All data, documents, graphic displays, designs, plans, specifications, models, computer-assisted design documents,
computer discs, diskettes, and reports wluch contain infom�ation relating to Professional's performauce hereunder or which are
originated and prepared for the City pursuant to this Agreement shall be work for hire and shall become property of the City,upon
payment in full to Professional for all services performed hereunder.
10.2 The City shall have the right to use, duplicate and disclose in whole, or in part, in any manner for any proper puipose
relating to the project, including additions thereto, all data, documents, graphic displays, designs, plans and reports prepared
pursuant to this Agreement and to authorize others to do so.
10.3 Professional shall not duplicate or disclose, in whole or in part, in any manner, any data, documents, graphic displays,
designs, plans or reports prepazed pursuant to this Agreement without the prior written approval of the City, wluch shall not be
unreasonably withheld. Professional can use its standard details and specifications,which it has prepared,on other projects without
the prior consent of the City.
10.4 Professional can use photographs and drawings for his portfolio. No future use of documents prepared by the Professional
and his consultants shall be made by the City without the express approval of the Professional.
ARTICLE 11
INDEPENDENT CONTRACTOR
11.1 It is understood and agreed that Professional is acting as an independent contractor in performance of Professional's
obligations hereunder. Nothing herein contained shall be construed as creating the relationship of principal and agent or employer
and employee or a partnership between the City and Professional. Neither the Professional nor its consultants, subcontractors or
any of their employees is entitled to receive from the City any insurance coverage,pension,profit sharing,paid vacation,sick leave,
disability or other benefits nommally provided by the City to its officers,agents or employees.
ARTICLE 12
INDENIlVIFICATION
16
12.1 Professional shall indemnify and hold harniless the City and its consultants, officers, agents and employees from and
against claims,damages,losses or expenses,including,but not limited to,reasonable attorneys'fees,arising out of or resulting from
the perforn�ance of Professional's services hereunder and the contributory negligence of the Professional and any third pariy
regardless of whether or not such claim,damage,loss or expense is caused or is alleged to be caused in part by the negligence of a
party indemnified hereunder. The above-said right of indemnity shall be in addition to other rights of indemnity that the City may
possess. In the event the City or its agents is negligent,the City shall indemnify and hold harmless the Professional against claixns,
damages,losses or expenses.
12.2 The indemnification obligation under Paragraph 12.1 shall not be limited by any limitation on amount or type of damages,
compensation or benefits payable by or for the Professional under workers' or worlanen's compensation acts, disability payment
acts or other employee benefit acts.
12.3 All insurance required hereunder shall provide that the insurer's cost of providing the insured(s) a defense and appeal,
including attorneys' fees,shall be supplementary and shall not be included as part of the policy limits,but shall remain the insurer's
separate responsibility.
ARTICLE 13
INSURANCE
13.1
(a) Professional shall maintain at all times during the term of this Agreement and for a period of one(1)yeaz, after
date of completion,insurauce covering claims arising out of the performance of Professional's services under this
Agreement and for claims arising out of allegations of errors,omissions or negligent acts for wluch Professional
may be liable,with a minimum policy limit of One Million Dollars($1,000,000.00)each claim/aggregate.
(b) Professional shall maintain at all times during the term of this Agreement and for a period of one(1)year after
date of complerion business automobile insurance coverage for all owned,hired or non-owned vehicles utilized
by Professional with minixnum limits of coverage of a combined limit of not less than One Million Dollars
($1,000,000.00)per occurrence.
(c) Professional shall maintain at all times during the term of tlus Agreement an"all risk"property damage floater
policy covering Professional's personal property and Professional's equipment,whether owned, leased or rented
by Professional. In addition,Professional shall effect"valuable paper" coverage of$10,000 limit in an amount
equal to the cost to reproduce or replace data,maps,drawings,specifications and any other materials relating to
the Project.
(d) Professional shall maintain at all times during the term of this Agreement insurance coverage for claims for
damages because of bodily injury, occupational siclrness or disease or death of Professional's employees under
any applicable employer's liability law. Professional shall not be entitled to any of the benefits established for
the employees of the City nor be covered by the Worker's Compensation Program of the City.
(e) Professional shall also provide and maintain any type of insurance not described above which it requires for its
own protection or on account of statutes.
13.2 All insurance required by this Article 13 shall be endorsed to be prnnary and not conhibuting with any other liability
insurance available to the City.
13.3 All insurance required hereunder shall not be subject to a deductible amount on a per-claim basis of more than Ten
Thousand Dollars ($10,000.00) and shall not be subject to a per-occurrence deducrible of more than Twenty-Five Thousand
17
, .
Dollars ($25,000.00). Professional's comprehensive liability policy, business automobile liability policy and "all risk" property
damage policy,as set forth above,shall be on an occurrence basis.
13.4 All insurance coverage procured by Professional, with the possible exception of workers compensation insurance
coverage,shall be provided by insurance companies having policyholder ratings not lower than"A-"and fwancial ratings not lower
than"VIII" in the BesYs Insurance Guide,latest edition in effect as of the date of this Agreement and subsequently in effect at the
time of renewal of any policies required hereunder.
13.5 Professional shall provide certificate(s)of insurance to the City before Professional shall be entitled to any sum of money
payable under this Agreement. All certificates shall be executed by a duly authorized agent of each of the applicable insurance
carriers and state that at least thirty(30) days'notice shall be given to the City before any policy covered thereby is changed or
canceled. Such certificate shall be in a form acceptable to the City. Professional shall have the obligation to provide additional
certificate(s)evidencing continuation of coverages with respect to insurance coverages that are to remain in force after completion
of the Project as set forth in this Article 13.
13.6 The maintenance in full current force and effect of such terms and amounts of insurance shall be a condition precedent to
Professional's exercise or enforcement of any rights under this Agreement.
13.7 Professional hereby waives all rights to assert any claim against the City with respect to any loss or damage howsoever
caused to the extent any such loss or damage is covered by insurance including deductibles or self-insurance,so long as such waiver
will not in any way jeopazdize the insurance coverage of the Professional.. Professional and its insurers hereby waive all rights of
subrogation.
13.8 If a part of the Work hereunder is performed by a consultant or subcontractor of Professional, Professional shall require
each consultant or subcontractor to secure and maintain insurance against all applicable hazards or risks of loss and in the amounts
and forms set forth in this Article 13.
ARTICLE 14
NON-DISCRIMINATION,AFFIItMATIVE ACTION,
AND EQUAL ECONOMIC OPPORTUNITY
14.1 Professional agrees that in the performance of this Agreement neither Professional,nor its consultants or subcontractors,
will discriminate against any applicant for employment or employee because of race, color, religion, sex, narional origin, age,
handicapped or disability status,or veterans status.
14.2 Professional agrees that in the perforn�wce of this Agreement, Professional and its consultants and subcontractors will
also take such affirn�ative action as is non-discriminatory and otherwise achievable through good faith effort to improve the
utilization of qualified minorities and women, consistent with their cornpararive availability in the relevant labor area, and with
respect to handicapped or disabled persons,and veterans.
14.3 Professional agrees that in the performance of this Agreement, Professional and its consultants and subcontractors will
make every good faith effort to maximize the opporhmity to participate in the Work of qualified minority and female businesses
and individuals, consistent with their comparative availability in particular sectors of the relevant market for their particular aspect
of the Work.
14.4 Professional and its consultants and subcontractors agree to continue to perform the non-discrimination,af�rrnative acfion,
and equal economic opportunity commitments made in the foregoing sections of this Article for the durarion of the Work.
14.5 Professional will execute and will cause each of its consultants and subcontractors to execute such documents and
Professional will submit and will cause each of its consultants and subcontractors to submit to the City reports as may be required
by the City with respect to the foregoing non-discrimination,affumarive action and equal economic opportunity commihnents.
18
14.6 Professional represents and warrants that it shall comply with all applicable federal, state and local laws, statutes,
ordinances, regulations and executive orders relating to non-discrimination, affirmarive action and equal economic opporhu�ity
requirements.
14.7 Professional recognizes that a material factor in its selection by the City is Professional's stated willingness to undertake
the requirements set forth in Article 14. If Professional breaches any of its obligations set forth in Article 14, the City may
immediately terminate this Agreement upon written notice. The rights and remedies of the City provided in this clause shall not be
exclusive and are in addition to other rights and remedies provided by law or under this Agreement.
ARTICLE 15
STANDARDS OF CONDUCT/CONFLICTS OF INTEREST
15.1 No officer,employee, agent,representative or official of the City or any member of such person's immediate family shall
be permitted by Professional or Professional's consultants or subconh�actors to share or receive any part of this Agreement, or any
benefit arising from it. Professional shall not of�er or give a grariuty to any of�icer,employee,agent,representative or official of the
City to obtain a contract or favorable treatment under a conhact.
15.2 Professional represents and warrants that no person, firn�, agency or entity has been employed or retained to solicit or
obtain this Agreement upon an agreement or understanding for a contingent fee, except a bona fide employee or bona fide
established commercial or selling agency maintained by Professional for the purposes of securing business.
153 Professional represents and warrants that it has not or will not provide, attempt to provide, solicit or accept, direcfly or
indirecdy,any money,fee,gift,anything of value or compensation of any kind for the purpose of improperly obtaining or receiving
favorable treatment in connecrion with this Agreement or in connection with any agreement with Professional's consultants or
subcontractors.
15.4 Professional represents and warrants that(a)its shareholders,officers, directors, agents and employees have no financial
or any other interest which would conflict in any mawier or degree to the performauce of this Agreement.
15.5 It shall be unethical for any person to offer,give,or agree to give any employee or former employee of the City,or for any
� employee or former employee of the City to solicit,demand,accept,or agree to accept from another person,a gratuity or an offer of
ernployment in connection with any decision, approval, disapproval, recommendarion, preparation or any part of a program
requirement or a putchase request, influencing the content of any specification or procurement standard, rendering of advice,
investigation,auditing,or in any other advisory capacity in any proceeding or application,request for filing,deterniination,claim or
controversy,or other particular matter,pertaining to any program requirement or a contract or subcontract,or to any solicitation or
proposal therefore. Professional represents and warrants that it has not engaged in the unethical conduct identified herein and shall
not engage in any such conduct.
15.6 It shall be unethical for any payment,gratuity,or offer of employment to be made by or on behalf of a subcontractor under
a contract to the prime contractor or higher tier subcontractor or any person associated therewith,as an inducement for the award of
a subcontract or order. Professional represents and warrants that it has not engaged in the unethical conduct idenrified herein and
shall not engage in any such conduct.
15.7 Professional represents and warrants that it has not and will not employ or offer to employ any City employee who has or
is participating directly or indirectly in the procurement or bidding process.
15.8 Professional agrees to immediately report in writing to the City Manager any violarions of this Section 15 of which it has
knowledge or otherwise becomes aware of.
15.9 Professional represents and warrants that it shall comply with all standards of conduct and prohibitions against conflict of
interest requirements of any state,regional or federal governmental agency or entity providing funding for the Project.
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15.10 This Agreement may be terminated by the City unmediately upon written norice if Professional fails to comply with the
provisions of this Article 15,or in its sole and absolute discretion,issue a written waming or reprimand and deduct any fee,money,
gift or other compensation at issue from the Contract Sum In addition, the City shall have the right to debaz or suspend
Professional. The rights and remedies of the City provided in this clause shall not be exclusive and are in addition to other rights
and remedies provided by law or under this Agreement.
ARTTCLE 16
DRUG FREE WORK PLACE
16.1 Professional agrees to take appropriate preventive steps before the assignment of any of its employees to perform under
this Agreement that it reasonably believes will ensure that its employees and its consultants and subcontractor's employees at any
level will not engage in inappropriate conduct while on City premises. Inappropriate conduct shall include,but is not limited to:
being under the influence of or affected by alcohol,illegal drugs, or controlled substances;the manufacture,use,distribution, sale
or possession of alcohol,illegal drugs or any other controlled substance,except for approved medical purposes;the possession of a
weapon of any sort; or harassment,threats or violent behavior. Violation of this provision may result in immediate termu�ation of
this Agreexnent upon notice from the City. Professional represents and warrants that it shall comply with all drug-free work place
requirements of any state, regional or federal govemmental agency or entity providing funding for the Project. The rights and
remedies of this clause shall not be exclusive and are in addition to other rights and remedies provided by law or under this
Agreement.
ARTICLE 17
CONSULTANTSANDSUBCONTRACTORS
17.1 The City agrees that Professional may retain outside consultants or subcontractors which are selected by Professional,with
prior notice to the City and approval of the City, at Professional's expense, to perform those services not customarily or normally
performed by Professional covered by this Agreement. Professional shall select such outside consultants and subcontractors
consistent with Professional's Non-Discrimination,Affumative Action and Equal Economic Opportunity commitments contained in
this Agreement. Professional shall remain fully responsible for the Work which is performed by others under the control of the
Professional to the same extent as it would be if it performed the Work itself. The City's granting of approval to hire such
consultants or subcontractors shall not waive,release or diminish Professional's responsibilities as contained in this Agreement and
as otherwise provided by law.
17.2 Each agreement with outside consultants and subcontractors entered into by Professional must expressly provide that(a)
the particular consultant's and subcontractor's services are in partial satisfaction of Professional's obligations to the City; (b)
Professional is entering into the particular agreement in order to provide the City with the Work wluch is designed in accordance
with this Agreement between the City and Professional; (c) consultants and subcontractors shall have the same obligations to
perform the Work as does Professional;and(d)the terms and provisions of this Agreement are incorporated by reference.
17.3 Professional also warrants and represents that no Consultant or Subcontractor selected by Professional is presently
debarred,suspended or proposed for debarment,declared ineligible or voluntarily excluded from participation in this Project by any
Federal,State or local department or agency or by the City of Cape Girardeau.
ARTICLE 18
NOTICES
18.1 Any notices, demands, requests or other communications relating to this Agreement shall be in writing and shall be
mailed,first class,postage prepaid,or transmitted by hand-delivery or telecopy,addressed as follows:
If to the City: City Manager
City of Cape Girardeau
20
401Independence
Cape Girardeau,Missouri 63703
If to Professional: To the address first written above
18.2 Each party's address may be changed by written notice to the other party. Each notice, demand, request or other
communication transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all
purposes at such time as it is received by the addressee.
ARTICLE 19
ASSIGNMENT
19.1 Professional shall not assign this Agreement nor the proceeds hereof without the prior written consent of the City. Any
attempt to assign this Agreement without the prior written consent of the City shall be void and confer no rights on any third party.
ARTICLE 20
MISCELLANEOUS
20.1 This Agreement is the sole and exclusive agreement of the parties concerning the Project and this Agreement supersedes
any and all prior agreements,oral or in writing,between the City and Professional with respect to the Project.
20.2 This Agreement may be amended or modified only in writing,executed by Professional and the City.
20.3 This Agreement shall be construed,enforced and regulated under and by the laws of the State of Missouri. In the event of
any dispute or controversy between the parties, each party agrees that the Circuit Court of Cape Girardeau County,Missouri shall
have exclusive jurisdiction to deternvne all issues between them Provided, however, if a dispute arises out of or relates to this
Agreement,or the breach thereof,and if the dispute cannot be settled through negotiations,the parties agree to try in good faith to
settle the dispute by non-binding mediation under the Construction Industry Mediation Rules of the American Arbitration
Association as a condition precedent to filing any action with the Circuit Court of Cape Girardeau County, Missouri. Such
mediation shall be held in Cape Girardeau County,Missouri.
20.4 The signatories hereto represent and warrant that they have read this Agreement, that they are fully authorized in the
capacities shown,that they understand the terms of this Agreement,and that they are executing the same voluntarily and upon their
best judgment, and solely for the consideration described herein. Professional hereby binds itself and its successors to this
Agreement.
20.5 The terms of this Agreement and the protections afforded the City shall survive any ternvnation or breach of this
Agreement and shall remain in effect so long as the parties hereto aze entitled to protection of their rights under applicable law.
20.6 All headings, titles and paragraph caprions are inserted in this Agreement for convenience of reference only, aze
descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs.
20.7 Waiver of any provisions of this Agreement or any breach of this Agreement shall not thereafter be deemed to be a
consent by the waiving party to any further waiver, modification or breach by the other party, whether new or continuing, of the
same or any other covenant, condition or provision of this Agreement. Failure by one of the parties to this Agreement to assert its
rights for any breach of this Agreement shall not be deemed a waiver of such rights.
20.8 If any of the provisions of this Agreement shall be construed to be invalid or illegal,the legality or validity of any of the
other provisions of this Agreement shall not be affected thereby. To the contrary,the illegal or invalid provision of this Agreement
shall be severable and any other provisions shall remain in full force and effect.
21
20.9 Professional also agrees to cox�ly with, be bound by and subject to the rights and remedy the City possesses. Those
rights and remedies aze not exclusive and are in addition to all other rights and remedies the City possesses under all applicable
Laws or provided for in this Agreement.
20.10 This Agreement may be executed in any number of counteiparts,each of which shall be deemed to be an original and all
of which shall constitute one and the same Agreement.
20.11 Should the City be required to institute legal action to enforce any of its rights set forth in this Agreement, then the City
shall be entitled to reimbursement for all reasonable attorneys' fees and costs incurred as detemiined by the Court in any such
acrion.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed pursuant to due and legal action
authorizing same to be done,the date first above written.
ATTEST: CITY OF CAPE GIltARDEAU,MISSOURI
"CITY"
�
�. ' � '� ! �
Gayle L C nrad,City Clerk Douglas .Leslie,City Manager
ATTEST:
PHIL .SMITH � C TECT,LLC
"PR F N "
�A,�. J •/��t,u'u•►^--
Phillip B.Smi
Principal
APPROVED AS TO FORM AND
EFFECTIVE UPON CERTIFICATION
Resolution No.c�Q��
�
�:�� �JG- �NN>
W.E c ' gham,City Attorney
22
EXHIBIT A
P ' 'p B. Smith
A_ RC ITE � T�.c
101,South Fa�car Drivie, Suite Z01
Cape Girardeau; M�ssouri 63701
573.G51.9001 • Eax SZ3.651.9073
Building Renovation
Fire Station#2 and#4
Cape�Girardeau, Missouri
�1. 12. 2005
Desis� Fee Summaoc
Fire tation#2 Roof:
- Design
Construc�ion Documents
Bidding
Construdion A�dministration $12,600
Fire Statl n#4 Kitchen and Bathroom Renovation:
Design
Construction Documents � 8,500
, , Exhibit B
Phillip B. Smith
ARCHITECTLLc
101 South Farrar Drive, Suite 201
Cape Girardeau, Missouri 63701
573.651.9001 • fax 573.651.9073
HOULY RATES and UNIT PRICES
August, 2004
Architect $ 60 / hour
Drafting Technician $ 35 / hour
Administrative Secretarp $ 25 / hour
Consultants:
Compensation for services rendered by Consultants
shall be based on a multiple of one and one tenth
(1.1) times the amount billed by the consultant.
Reproduction Cost:
Fina1 plans and specifications:
1.1 x cost
Auto travel $.35 / mile
� STRICKLAND
ENGINEERING
SCHEDULE OF RATES
Engineer V $75.00/hr
Engineer IV $65.00/hr
Engineer III $60.00/hr
Engineer ii $55.Q0/hr
Engineer 1 $50.00/hr
Surveyor 11 $55.00/hr
Surveyor I $45.00/hr
Survey Crew, 2-man $85.00/hr
Engineering Designer IV $60.00/hr
Engineering Designer III $55.00/hr
Engineering Designer II $50.00/hr
Engineering Designer I $45.00/hr
Engineering Technician III $40.00/hr
Engineering Technician II $35.00/hr
Engineering Technician I $30.00/hr
Administrative Secretary $30.00/hr
Professional Consultants cost + 10%
Plotting film, 24 x 36 $2.25/sheet
Plotting film, 30 x 42 $3.75/sheet
Blueprints, 24 x 36 $1.50/sheet
Blueprints, 30 x 42 $2.50/sheet
CAD plotting Plotting film + Tech rate
Copies, 8-1/2 x 11 $0.07/sheet
Long-distance phone calls & postage cost
Auto travel $0.375/mile
Photography cost
Other expenses cost
EXHIBIT C
� I�' � �p B. Smith
� RCHIT CTY.r.�
101 South Farrar Drive, Suibe 2Qi
Cape Gic�leau, M�ssa�i 63701
573.651.9041 � fax 573.651.9073
Building Renovation
Fire Station#2 and#4
Cape Girardeau, Missouri
01. 12. 2005
S e fe
Firestatlon#2: R�oof
�. ��,
Schematic Design 2 weeks
Construction Documents 3 weeks �
Bidding 2 vveeks
Constnic�ion Administration Per Construction Scnedule
Firestation#4: Kitchen and Bathroom Renovations
Schematic Design 2 weeks
Construc�ion Docx�nents 2-1/2 weeks
Bidding Per City
Construction Administration As Needed on Hourly Basis