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HomeMy WebLinkAboutProfessional Services Agreement - Joseph A Dzierla & Assoc. - Architectural Services for Ziker Sample Street LLC2.01 Payment .Procedures A. Invoices: Architect shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to Owner on a monthly basis. Invoices are due and payable within 30 35 days of receipt. — teeeipt of Ax-chiteet's invoice, then the ameut4s Elue Atehiteet will be ineveased at the rat if less) ftem said "Aieth day. , In addition, Architect may, after giving seven days written notice to Owner, suspend services under this Agreement until Architect has been paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all non -disputed claims against Architect for any such suspension. P i4 ll be ffedited fifst t, „to -st .,ra tr,o„ t pfineipal. 3.01 Termination A. The obligation to continue performance under this Agreement may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the Agreement's terms through no fault of the terminating party. Failure to pay Architect for its services is a substantial failure to perform and a basis for termination. b. By Architect: 1) upon seven days written notice if Owner demands that Architect furnish or perform services contrary to Architect's responsibilities as a licensed professional; or 2) upon seven days written notice if the Architect's services for the Project are delayed for more than 90 days for reasons beyond Architect's control. Architect shall have no liability to Owner on account of a termination by Architect under Paragraph 3.01.A. Lb. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.01.A. La if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of notice; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, by Owner effective upon Architect's receipt of written notice from Owner. B. The terminating party under Paragraph 3.01.A may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Architect to complete tasks whose value would Page 2 EdCDC E-500 Agreement Between Owner and Architect for Professional services Copyright© 2008 National society of Professional Architects for EJCDC. All rights reserved. otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. C. In the event of any termination under Paragraph 3.01, Architect will be entitled to invoice Owner and to receive full payment for all non -disputed services performed or furnished in accordance with this Agreement and all reimbursable expenses incurred through the effective date of termination. 4.01 Successors, Assigns, and Beneficiaries A. Owner and Architect are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Architect (and to the extent permitted by Paragraph 4.01.13 the assigns of Owner and Architect) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Architect may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assigmnent will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise, nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Architect to any contractor, subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Architect and not for the benefit of any other party. 5.01 General Considerations A. The standard of care for all professional Architectural and related services performed or furnished by Architect under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Architect mares no warranties, express or implied, under this Agreement or otherwise, in connection with Architect's services. Subject to the foregoing standard of care, Architect and its consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. B. Architect shall not at any time supervise, direct, control, or have authority over any contractor's work, nor shall Architect have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Project site, nor for any failure of a contractor to comply with laws and regulations applicable to such contractor's furnishing and performing of its work. C. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. Page 3 EJCDC E-500 Agreement Between Owner and Architeet for Professional Services Copyright © 2008 National Society of Professional Architects for EJCDC. All rights reserved. D. Architect neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform its work in accordance with the contract between Owner and such contractor. Architect is not responsible for variations between actual construction bids or costs and Architect's opinions or estimates regarding construction costs. E. Architect shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons (except Architect's own employees) at the Project site or otherwise furnishing or performing any construction work; or for any decision made regarding the construction contract requirements, or any application, interpretation, or clarification of the construction contract other than those made by Architect. F. The general conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Architects AIA Contract Documents Committee unless the parties agree otherwise. G. All documents prepared or finnished by Architect are instruments of service, and Architect retains an ownership and property interest (including the copyright and the right of reuse) in such documents, whether or not the Project is completed. Owner and Ziker shall have a limited license to use the documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Architect of full payment for all services relating to preparation of the documents and subject to the following limitations: (1) Owner acknowledges that such documents are not intended or represented to be suitable for use on the Project unless completed by Architect, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Architect; (2) any such use or reuse, or any modification of the documents, without written verification, completion, or adaptation by Architect, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Architect or to its officers, directors, members, partners, agents, employees, and consultants; (3) Owner shall indemnify and hold harmless Architect and its officers, directors, members, partners, agents, employees, and consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification of the documents without written verification, completion, or adaptation by Architect; and (4) such limited license to Owner shall not create any rights in third parties. H. To the fullest extent permitted by law, Owner and Architect (1) waive against each other, and the other's employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project, and (2) agree that Architect's total liability to Owner under this Agreement shall be limited to $19,500 or the total amount of compensation received by Architect, whichever is greater. I. The parties acknowledge that Architect's scope of services does not include any services related to a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous substances or waste as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq., or radioactive materials). If Architect or any other party encounters a Hazardous Environmental Condition, Architect may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to Page 4 PJCDC E-500 Agreement Behveen Owner and Architect for Professional Set -vices Copyright O 2008 National Society of Professional Architects for EJCDC. All rights reserved. identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. Owner and Architect agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at law. 6.01 Total Agreement A. This Agreement (including any expressly incorporated attachments), constitutes the entire agreement between Owner and Architect and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. 7.01 Basis of Payment Lump Suin A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Architect as follows: 1. The retainer fee of two thousand dollars, identified in the Letter dated September 19, 2017, will be waived at the signing of this agreement but will be included in the Progress Payment Schedule. Progress payments will be invoiced in two equal payments and are due 35 days from invoice date. 7.02 Additional Services: For additional services of Architect's employees engaged directly on the Project, Owner shall pay Architect an arnount equal to the cumulative hours charged to the Project by each class of Architect's employees times standard hourly rates for each applicable billing class; plus reimbursable expenses and Architect's consultants' charges, if any. Architect's standard hourly rates are attached as Appendix 1. Attachments: Appendix 1, Architect's Standard Hourly Rates Page 5 I JCDC E-500 Agreement Behveen Owner and Architect for Professional Services Copyright 0 2008 National Society of Professional Architects for EJCDC. All rights reserved. mw. mm; W, �l Y F r � � � a! BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date November 20, 2017 Name Daniel J. Buckenmeyer Department Comm Inv BPW Date November 28, 2016 Phone Extension 5823 Controller ❑ Purchasing ❑ Agreement ❑ Bid Opening ❑ Quote Opening ❑ Chg Order No. Ease./Encroach Other: Company or Vendor Name New Vendor MBENVBE 'Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Amount of Previous Amount Attorney Name Ben Dougherty Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Contract U Proposal X Addendum ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Award ❑ C/O &PCANo. ❑PCA ❑ Traffic Control ❑ Resolution F-1 Claim River West TIF 324-1050-460-31.02 $ 19, 500.00 Phase I Architectural Services — Ziker Sample Street LLC. 051, ' �o Char�gefOrders OBI '" N Increase $ Decrease $ Current Percent of Change: % New Amount $ Total Percent of Change: %