HomeMy WebLinkAboutRES.2531.05-03-2010 BILL NO. 10-57 RESOLUTION NO. ����I
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT FOR PROFESSIONAL DESIGN
SERVICES WITH PHILLIP B. SMITH, ARCHITECT
LLC, FOR ROOF AND BOILER REPLACEMENT AT FIRE
STATION #1, 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 B.
Smith, Architect LLC, for roof and boiler replacement at Fire
Station #1, in the City of Cape Girardeau, Missouri . A copy of
said Agreement is attached to this Resolution and made a part
hereof . �
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PASSED AND ADOPTED THIS �✓ DAY OF , 20 r�
.
Harry E. R diger, Mayor
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AGREEMENT FOR PROFESSIONAL DESIGN SERVICES
THIS AGREEMENT FOR PROFESSIONAL DESIGN SERVICES(this"Agreement")is made and entered into and is
effective on this�g day of ���- 2010,by and between the City of Cape Girardeau,Missouri,a municipality
("City"),and Phillip B.Smith Architect, LC("Professional"),whose mailing address is 332 South Silver Springs Road,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("Letter").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 terms 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 temporary 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 acknowledged,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 performing 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 firms engaged in the
design of similar projects. Professional represents that they shall strictly comply with all applicable national,federal, state,
municipal and focal 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(collectively referred to hereinafter as "Laws").
1.4 Professional shall employ or subcontract with properly trained,qualified, licensed and professionally competent personnei
and consultants,including architects and engineers for the Project,and such personnel and consultants, as required by statute
are, 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
construction 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 Contractor(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 administration of the design of the Project and related services; and, despite the specific listing of Work
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, implementation and administration 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.
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(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(ocal 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;
(�It will provide only qua(ified, licensed and certified design professionals,engineers and/or architects performing 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 shatl coordinate the Work with such other consultants or design professionals.
ARTICLE 2
PROFESSIONAL'S BASIC SERVICES
2.1 GENERAL REQUIREMENTS
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 neverthe(ess 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 coordination 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
shafl be responsible for the completeness and accuracy of all drawings and specifications submitted by or through
Professional and for their compliance with all applicable Laws.
2.13 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,which changes
substantially increase the scope of design services to be furnished 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 acknowledges 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
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express approval of the City,without adjustment to the Contract Time and/or Contract Sum,except as provided in Section
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 time 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 collection of information 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)The 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 performed 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 regulations 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 ProfessionaPs services or
Work performed under this Agreement.The acceptance of any Work by the City shall not relieve Professional of the
responsibility for compliance with the terms of this Agreement or subsequent correction of such errors or deficiencies
unless,and only to the extent,the City has knowingly 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 maximum 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;
(b)time does not permit the preparation of another form of purchase description,not including a brand name
specification;
(c)the nature 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 specification 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 wil(be considered for
award.
2.1.13 Unless the essential characteristics of the brand names included in the specifications are commonly known in the
industry or trade,brand name or equal specifications shall include a description of the particular 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 solicitation shall contain
explanatory language that the use of a brand name is for the purpose of describing the standard of quality,performance,and
characteristics desired and is not intended to limit or restrict competition.
2.1.15 Since use of a brand name specification is restrictive 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.
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2.1.16 Professional shall seek to identify sources from which the designated brand name item or items can be obtained and
shal(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 beginning design.
2.2.2 Professional shall provide a conceptual analysis of the City's needs and shall prepare a program of requirements based
upon information provided by the City describing the City's design objectives,space and equipment requirements and
functional relationships.
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 communication 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
2.2.6 Professional shall submit to the City for review and acceptance the written conceptual analysis.
2.3 SCHEMATIC DESIGN
2.3.1 Based on the written conceptua(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 which may be desirable or justified on a functional,economical or aesthetic
basis.In making such presentation to the City,Professional shall consider and present to the City all information necessary
for the City to make a complete evaluation thereof,including comparative analysis of program,quality,capital costs,
operating and maintenance costs and changes in the cost of the Project resulting from each alternative.The presentation
shail be in a form that will correlate to the City's Project Budget.
2.3.2 After all necessary investigation,study,analysis,evaluation and presentation of all alternatives to the City,
Professional shall consult and work jointly with the City ill 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 concerning alternative design
criteria which is feasible and satisfactory to the City.
2.33 Based upon the approved design criteria,proposed time schedule of the City and Project Budget,Professional shall
prepare,for approval of the City,Schematic Design Documents consisting of drawings and other documents illustrating the
scafe and relationship of the Project components.
2.3.4 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 Construction 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.
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2.3.5 Professiona(shall assist in the preparation of permit(s),applications and any other necessary approvals.
2.3.6 Professional shall prepare and submit to the City,along with the Schematic Design 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 Schematic Design revisions required by the City.
23.7 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 adjustments 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,
construction sequencing and scheduling,economic analysis of construction and operations,user safety and maintenance
reyuirements 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.
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 consultanYs
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 further 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 construction 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,workmanship,quality and
performance criteria required for construction of the Project.
2.5.4 Professional shall assist the City in the development and preparation of Bidding Documents which describe the time,
place and conditions of bidding and bidding forms.
2.5.5 Professional shall also assemble and compile the Project Manual including General Conditions of the Contract for
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Construction,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 City's Standard General Conditions for the Contract for Construction that
may be needed for this particular Project.
2.5.6 Professiona(shall advise the City of any adjustments to the previously-submitted estimated construction costs when
the Construction Documents are ninety peroent(90%)complete,taking into account changes in materials or details of
construction which have occurred during preparation of the Construction Documents;known changes in the cost of
materials, labor and services since preparation of the previously-submitted estimate of construction costs and adjustments
for known 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 Schematic Design Phase or the Design Development Phase,Professional shall,after
consultation with the City,redesign such components 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.
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 awarding contract(s)for construction.
2.6.2 Professional shall also provide bidding materials services consisting of providing,organizing and handling Bidding
Documents for:
(a)Coordination;
(b)Reproduction;
(c)Completeness Review;
(d)Distribution;
(e)Distribution records;
(fj Retrieval;
(g)Receipt and return of document deposits;and
(h)Review,repair and reassembly of returned materials.
Professional shall include in all Bidding Documents 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.
2.63 Professional shall provide bidding administration services including:
(a)Attending all pre-bid meetings and conferences to provide appropriate information 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 information t6at
was not originally included in the Construction Documents,as necessary to enable them to prepare and submit complete
bids;
(d)Issuing responses to questions from bidders or prospective bidders and clarifications or interpretations of the
Bidding Documents;and
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(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 o£
(a)Attendance at bid openings;
(b)Review and analysis of bidders'qualifications;
(c)Validation 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 terms 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 may,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 shalt 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 Station#1,the
Professional will provide basic services during the Construction Administration phase.If requested to provide construction
administration,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,responsibilities 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 substantially 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 sha(l provide all services necessary to obtain approvals and other permission required by any
governmental agency or entity having jurisdiction 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 determine 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,knew 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 care,Professional shall promptly notify in writing the City and
Construction 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 Professiona(shall have authority to reject work which does not conform to the Contract Documents.In such instance,
Professionaf shall have authority to require special inspection or testing of any work which 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 conforming 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 conformance with the Contract Documents.
2.7.9 Professional shall not have control or responsibility for the Construction Contractor(s)'means,methods,techniques,
sequences or procedures or for their safety precautions in connection 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)'applications for payment are accurate and correct,that they accurately represent the quantity 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 Construction 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 achieve conformity with the Drawings and
Specifications.Review of such submittals is not conducted for the purpose of substantiating instructions for installation 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 Architect's approval of a
specific item shatl 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 condition 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.
(b)"Reviewed and Approved as Noted"-means,uniess otherwise noted on the drawings,reviewed and approved for
construction,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 clearly made in accordance with annotations and corrections.Professional may also provide for the partial
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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 conformity 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 Construction Contractors)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 information 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 knew 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,nanative 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)relative to changed
requirements or schedule revisions.
Such supplemental documents,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 II" 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 construction 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 confirm the City's oral approval in writing to the
City and may proceed with the requested change.
2.7.15 If the City initiates or requests a change in the Work which the Professional believes constitutes a Change in Scope in
the design or construction 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 furnish the City with a written statement as to
the effect, if any,which such 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. If the Professional
believes that the change does not involve a Change in Scope,then it shall promptly proceed with the performance 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 performance 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.
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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)Negotiations with Construction 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
(�Coordination of communications,approvals,notifications and record-keeping relative to changes in the work.
2.7.17 Professional shall maintain records in an orderly manner, including correspondence,Contract Documents,Change
Orders,Construction Change Authorizations,Professional's Supplemental Instructions,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-to-date 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 claims,disputes and other matters m question between the City and the
Construction Contractor(s)relating to the Project.
2.7.21 Professional shall provide Project close-out services initiated upon notice from the Construction Contractor(s)that the
work,or a designated portion thereof,which is acceptable to the City, is su�ciently complete, in accordance with the
Contract Documents to permit occupancy or utilization for the use for which it is intended,and consisting of:
(a)A detailed inspection with the City's representative for conformity of the work to the Contract Documents to verify
the list submitted by the Construction Contractor(s)of items to be completed or corrected;
(b)Determination 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;
(�Notification to the City and Construction Contractor(s)of deficiencies found in follow-up inspection(s),if any;
(g)Final inspection with the City's representative to verify Final Completion of the work;
(h)Receipt and transmittal of warranties,affidavits,receipts,releases and waivers;
(i)Securing and receipt of consent of surety or sureties,if any,to the making of final payment(s);
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(j)Ensuring that insurance certificates evidencing the maintenance of insurance coverage 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 conformance 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 forward 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 instruction,operation and maintenance manuals for all wearing surfaces,all
systems and all high 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 Construction 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 consultation during initial operation.
2.8 POST-CONSTRUCTION PHASE
2.8.1 Eleven(11)months after substantial completion of each phase of the Project,Professional shall
(a)visit and inspect the Project; advise the City,in writing,of any evidence of faulty materials or workmanship used in
constructing the Project observed during such inspection;
(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 regarding corrective construction/work required;
(d)reinspect within reasonable time after the foregoing inspection to certify that all corrective construction/work has
been satisfactorily completed according to the Drawings and Specifications;and
(e)provide summaries of any remaining unexpired special warranties required by the Contract Documents.
ART[CLE 3
THE CITY'S RESPONSIBILITIES
3.1 The City will,with reasonable promptness,provide Professional with available information regarding its proposed
reyuirements 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 promptly 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 ProfessionaPs service.
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ARTICLE 4
REIMBURSABLE EXPENSES
4.1 Reimbursable Expenses are in addition to compensation for the services set forth herein incurred by Professional in the
performance 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 performance of design professional services under this Agreement based
upon hourly rates for labor set forth in Exhibit B(rate schedule)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 twelve thousand dollars($12,000)("Contract 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 this 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 Professionat's Work,and no claim that the City has been unjustly 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 Reimbursable
Expenses,subject to the maximum amount pursuant to Paragraph 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
Reimbursab(e Expenses,subject to the maximum 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 satisfy any amounts payable to the City by Professional under the
terms 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 therefore and shall thereafter provide Professional with a reasonable opportunity 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
representatives 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 One Thousand Dollars($1,000.00)shall be made upon execution of the Agreement.It shall be
credited to the City's account at final payment.
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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 bear interest at the rate of 0.5 percent per month of amount due.
ARTICLE 6
CONTRACT TIME
6.1 Professional shall commence the Work promptly upon receipt of written notice to proceed from the City and shall
complete the same in accordance within ninety(90)days(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 acknowledges that the Contract Time under which 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 governed 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 transfer Work to others,supplement Professional's staff,delete any
portion or all of the Work or terminate 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 mayor
may not result in additions to or deductions 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 Contract 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 Contract 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 Agreement.
7.3 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 notify 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 foreseeable cause an impact 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 estimate as to the nature and anticipated extent of such event upon completion of the Work,
7.5 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 Claim.All Claims not made in the manner
specified herein sha(1 be deemed waived and of no effect."Claims" include,but are 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.
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ARTICLE 8
TERMINATION OF AGREEMENT
8.1 The City may,at any time and for any reason,including,without limitation,for its own convenience and at its sole
discretion,cancel or terminate this Agreement in whole or in part upon five(5)days written notice to Professional without
liabi(ity other than payment for Work already performed up to the date of termination,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 termination hereunder,including,without limitation,consequential damages,lost
opportunity costs, lost profits, impact damages or similar remuneration.The sole compensation that Professional shall be
entitled to because of any termination hereunder is limited to amounts for Work performed up to the date of termination,
together with reimbursable expenses incurred to the date of termination.
8.2 Either party may terminate this Agreement upon five(5)days written notice should Professional or Owner fail to
substantially 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 entitled to any payment under this Agreement upon a termination pursuant to this 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)prompt(y 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 information 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 8.2 was wrongful,such termination will
be deemed converted to a termination for convenience pursuant to Paragraph 8.1 and Professional's remedy for wrongful
termination is limited to the recovery of the payments permitted for termination 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 party hereto to comply with the terms and conditions hereof because of an act of God,waz,fire,riot,
earthquake,act of public enemies,or actions of governmental authorities(federal,state or local),shall not be deemed a
breach of this 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 terminate this Agreement by giving written notice of such termination to Professional. In the event of such
a termination,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 immediately 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 shali 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 claims 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 if,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.
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If a temporary suspension of work lasts more than ninety(90)days,the contract may be renegotiated by the parties.
ARTICLE 10
OWNERSHIP OF DOCUMENTS
10.1 All data,documents,graphic displays,designs,plans,specifications,models,computer-assisted design documents,
computer discs,diskettes,and reports which contain information relating to Professional's performance 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 purpose
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 prepared pursuant to this Agreement without the prior written approval of the City,which 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 normally provided by the City to its officers,agents or employees.
ARTICLE 12
INDEMNIFICATION
12.1 Professional shalt indemnify and hold harmless 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 performance of Professional's services hereunder and the contributory negligence of the Professional and
any third party 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 claims,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 workmen's compensation acts,
disability payment acts or other employee benefit acts.
123 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)year,after date
15
of completion,insurance 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 which 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 completion business automobile insurance coverage for all owned,hired or non-owned vehicles utilized by
Professional with minimum 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 this 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 sickness 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 Al(insurance required by this Article'13 shall be endorsed to be primary and not contributing 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 deductible of more than Twenty-Five Thousand
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,sha(1 be provided by insurance companies having policyholder ratings not lower than"A-"and financial ratings
not lower than"VIII" in the Best's Insurance Guide,tatest 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 coverage with respect to insurance coverage 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 jeopardize 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,AFFIRMATIVE ACTION AND EOUAL 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,
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national origin,age,handicapped or disability status,or veterans status.
14.2 Professional agrees that in the performance of this Agreement,Professional and its consultants and subcontractors wiil
also take such affirmative action as is non-discriminatory and otherwise achievable through good faith effort to improve the
utilization of qualified minorities and women,consistent with their comparative 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 opportunity 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,affirmative
action,and equal economic opportunity commitments made in the foregoing sections of this Article for the duration 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,affirmative action and equal economic opportunity
commitments.
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,affirmative action and equal economic
opportunity 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 subcontractors to share or receive any part of this
Agreement,or any benefit arising from it.Professional shall not offer or give a gratuity to any officer,employee,agent,
representative or official of the City to obtain a contract or favorable treatment under a contract.
15.2 Professional represents and warrants that no person,firm,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.
15.3 Professional represents and warrants that it has not or will not provide,attempt to provide,solicit or accept,directly or
indirectly,any money,fee,gift,anything of value or compensation of any kind for the purpose of improperly obtaining or
receiving favorable treatment in connection 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 manner or degree to the performance 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 employment in connection with any decision,approval,disapproval,recommendation,preparation or any part
of a program requirement or a purchase 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,determination,claim or controversy,or other particular matter,pertaining to any program requirement or a contract or
17
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
identified herein and shall not engage in any such conduct.
15.7 Professional represents and wanants 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 violations of this Section I S 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.
15.10 This Agreement may be terminated by the City immediately upon written notice if Professional fails to comply with
the provisions of this Article 15,or in its sole and absolute discretion,issue a written warning 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 debar 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.
ARTICLE 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 levet 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 termination of this Agreement 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 governmental 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,Affirmative 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 expressty provide that
(a)The particular consultanYs and subcontractor's services are in partial satisfaction of Professional's obiigations to the
City;
(b)Professional is entering into the particular agreement in order to provide the City with the Work which 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.
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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 ar 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
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.
203 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 determine 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 termination or breach of this
Agreement and shall remain in effect so long as the parties hereto are entitled to protection of their rights under applicable
law.
20.6 All headings,titles and paragraph captions are inserted in this Agreement for convenience of reference only,are
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
19
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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 iilegai,the legality or validity of any of
the other provisions of this Agreement shall not be affected thereby.To the contrary,the il(egal or invalid provision of this
Agreement shall be severable and any other provisions shall remain in full force and effect.
20.9 Professional also agrees to comply with,be bound by and subject to the rights and remedy the City possesses.Those
rights and remedies are 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 counterparts,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 all be entitled to reimbursement for all reasonable attorneys'fees and costs incurred as determined by the Court in any
such action.
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.
. �^1 �:4. ,Q�Ir• �.
, �. ����': CITY OF CAPEGIRARDEAU,MISSOURI
�: `,. -'kr G �,,\ "CITY„
,y- �`a � ,r v r<<�
C?� �_� �� .< �J,:,a'^ I
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�; �' � G�yle �qnra ,C' Clerk 'Scott A.Mey , y anager
,rv��` :.�� '..,���1.j 1,'+�a�/
\TiiT a.;I�T{1N.
�\�' •�,t�('�' �: PI-� LIP B. SMIT R HITECT,LLC
`-��+tf.�� �
s�ti� � ; .
Kelly Green C ' eer P illip B.s ith
Principal
APPROVED AS TO FORM AND
EFFECTIVE UPON CERTIFICATION
Resolution No.a53�
- �G �N�f�
W. ric n 'ngham,City Attorney
20
; �_
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Phillip B. Smith A R C H I T E C T �
332 South Silver Springs Road ■ Cape Giracdeau, Missouri 63703 ■ 573.G51.9001 ■ fax 573.G51.9073
April 28, 2010
Mark Hasheider, Assistant Fire Chief
Cape Girardeau Fire Department
1 South Sprigg Street
Cape Girardeau, MO 63703
RE: Proposal for Architectural Services
Fire Station No. 1 —Roof Repiacement
1 South Sprigg Street
Cape Girardeau, Missouri
Dear Mr. Hasheider:
The following is our proposal for the following projects at Fire Station No. 1:
1. Roof replacement Proposed Fee: $8,500.00
Scope of Work:
Prepare construction documents and specifications for roof replacement to include:
Details for flashing, extending roof top equipment curbs, ladder support at west
parapet, change roof access door and curb, modify skylight openings.
Bidding
Bid Review
Constnaction Administration to include:
Pre-construction meeting, shop drawing review, final punch inspection, project close-out.
2. Boiler and water heater replacement Proposed Fee: $3,500.00
Scope of Work:
Prepare construction documents and specifications for boiler and water heater replacement.
Bidding
Bid Review
Construction Administration (same as above).
Items not included:
Prints and postage for final construction documents used for bidding.
Please contact me if you have any questions. I would look forvvard to working with the Fire Department on this
project. • �
Si� r ,
P illip B. S th
P�lllltl� B. S1111t�1 ARCHITECT �.� .__
332 South Silver Springs Road ■ Cape Gizatdeau, Missouri 63703 ■ 573.651.9001 ■ fax 573.651.9073
Rate Schedule
Effective January 1,2010
Architect $ 75.00 / hour
Drafting Technician $ 45.00 / hour
Administrative Secretary $ 37.50/ hour
Consultants:
Consultants consist of Civil, Mechanical,
Plumbing, Electrical, and Structural Engineers.
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(s).
Reproduction Cost:
Plans and Specifications 1 .15 x cost
Automobile Mileage:
Per published IRS Standard Mileage Rate.