HomeMy WebLinkAbout28448 / 76-27September 16, 1976 # 27 RESOLUTION
BE IT RESOLVED by the Cornmon Council of" the City of
Oshkosh that the City Manager is hereby authorized and
directed to contract Urith Stanley Consultants, �nc., to
perform stage #1 preliminary engineering associated t•rith
the proposed improvements known as ��dalktivay West and Commerce-
Piarket Streets, as outlined in a letter from Stanley Con-
sultants, Inc., dated September 14, 1976.
BE I1 FURTHER RESOLVED �hat the cost for said tirork
shall not exceed �3>500.00, to be appropriated f'rom the
PR��D Trust Acc���.nt and the City Downtown DevelopmenL �lccoun�;;
and said work shal_1 be per. forrned dvring calendar year 1976 .
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STANDARD FORM QF AGREEMENT FOR PRQFESSIONAL SERVICES
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THIS AGREEMENT, made this__24 _day o( Se�tember __ �g _76__�
Cit of Oshkosh, Wisconsin, herein referred to as the OWNER
l�y <inci t�etwc�en --y— — -- -- — -------
and Stanley Consultants, Inc., Muscatine, lowa, a corporation o�anized_
and existing under the laws of the State of lowa, hereinafter call�d the
CONSULTANT,
WITNESSETH, that whereas the OWNER intends to construct
a West Walkway Semi-Mail System on Commerce Street between Pearl Avenue
and Church Avenue
located �n Oshicosh, Wisconsin and
herein�fter c�lled the PFiOJECT:
NOW THEREFORE, the OWNER and the CONSULTANT in consideration of the
mutual covenants hereinafter set forth agree as follows:
1 . TYPE OF SERVICES
The CONSU LTANT shall provide professional services for the
PROJECT in accordance with the Terms and Conditions of this
Agreement which are attached to and made a part of this
Ac�reement.
�TANL�Y CO��i9Li'A�)�i S
INTERNATIONAL CONSULTANTS IN ENGWEERING, ARCHITECTURE, PLANNING AND ���tANACEMENT
P 570 300
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Ii. SCOPE OF SERVICES
� i,e CONSU LTANT's services shall be the "Basic Services of the
CONSU LTANT" as defined in Section I of the Terms and Condi-
,�ons o; this Agreement amended as follows:
In Section 1.1 - General - detete paragraph 1.1.2
in its entirety.
Delete Section 1.4 - Bidding or Negotiating Phase - in its
entirety.
In Section 1.5 - Construction Phase - dele#e paragraphs 1.5.1,
1.5.4, and 1.5.6.
In Section 2- Additional Services of the Consultant - delete
paragraph 2.1.19.
Delete Section 4- Definitions - in its entirety.
The Scope of Services shall be as shown in Attachment A.
Aerial photography and ground survey work will be handled thro��gh
subcontract.
At the request of the CONSULTANT, the OWNER will provide legal
counsel for preparation of any legal documents associated with
the Semi-P1al)s.
II I. COMPENSATION FOR BASIC SERVICES
a. The O���NER shall compensate the CONSULTANT for Basic
Services, as amended, by payment of the followiny fee:
See Attachment B.
2
s • • ,
I I I. l�. Tl�e fee for Basic Services shall be due and payab(e as follows:
The monthly charges for the Semi-Malls will be identified
in monthly biilings for services rendered.
Subcontract work will be included but separately identified
and payable monthly to the CONSULTANT as work progresses.
IV. RESIDENT PROJECT REPRESENTATIVE SERVICES
In acldition the CONSULTANT shall provide Resident �roject
Representative services as follows:
To be negotiated at a later date at the direction of
the OWNER.
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V. COMPENSATION FOR RESIDENT PROJECT REPRESENTATIVE SERVICES
a. The OWNER shall compensate the CONSULTANT for Resident
Project Representative services as follows:
Not appiicable.
b. The fee for Fiesident Project Representative services and any other
service not included in Paragraph Ii la., shali be billed and payable monthly.
VI. SPECIAL PROVISIONS
None.
IN WITNESS WHEREOF, the parties hereto have executeci �his Agrccrnenl on tl���
i1,ilr liist wri�len ��k�c�v��.
'�' ATTEST:
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: �, i ��� ', �ti �' Ass �stant Secretary
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STANLEY CO �SULTANTS, INC.
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ice President
CITY OF OSHKOSH, WISCONSIN
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B y � /G���L�-y-.. �X- � y �',-t-�J _
W LIAM D. FRUEH,' City Manager
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BY � , �� C� �: ,� �! ',�D� �
CO VERSE C. MP�..R�"S � City Cler�
I cextify that provisions have been made to
pay the liability that will accrue to the
City of Oshkosh under the within contract.
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DEL La���, City Controller
Approved as to form and �ecution:
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��I�LIAM P. C�.E�, �si.�tari"� City Attorney
TERMS AND CONDITIONS OF THIS OWNER-CONSULTANT AGREEMENT
SECTION 1
BASIC SERVICES OF THE CONSULTANT
7.7 GENERAL
i-1.1 - CO�SULTAV+ .v�l! s�rve as the Ob�.'NER's profes-
- . -. . :; ";�3i1`JB in ;h;;se pha52s of ,he PROJECT to which
' -- _ �<::�! ap�;fes zr.d :•;iii g�va cons�.�ltation and advice to
'�_... ._^ �'�_:rnc th2 p r;erm�r,ce of s�.ch services.
��� _ - ;.- ..._.- - �..�.. ,_... .
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�� � � 1_2 DESIG�1 DEVELOPVIENT PHASE
� . �g :.... .,==;igr� 04�:e!op�nent Phase, tne CONSULTANT
>� �
1.2.1 r'_�-.;,;;; �,,;th tne 0'�`:�^!=R to ascertain th� OWNER's re-
� . : - ; -s �.,. tn� PRO;�CT_
1-2.2 �.: �sa ;�e Qb`.NER as ;o ;he necessity o� his providing or
�--s �,. _'ror^ o;^�rs ca;a or services of th2 typas described in
,:-='�c;� 3�, and a�t as th? Ot��;VER's representative in con-
r,--- �r ,,::n �ny such seniices.
123 �--��re ;chzmati� design siudi2s consisting of suitable
s-� �~�at�� dr�,��irgs, �ayou.s, �iow diagrams, and/or other docu
_.. :.c.:,<:;2 th� sca'? and relationship to the major PPOJ-
__- ,_-�pc�ris.
12.4 F-;ca�z a st:;tement o` che CONSULTr,NT's opinion of
_�r�^-.o.e PROJECT cor:,,ruct+on cost based on the sche-
. 7.. = r=5 �' �".:�iPS_
1-2•� F..���s!: ��cop�=s oi ;he abo�.e schematic design docu-
s... C;� Q•,':�;ErZ for ccp;c:ai.
7.2.6 C:-:.�. .?ip! c�( tne G.'1NER'S written a�rthorization to
.. ,. -�:�e CONSL'�T,=,i�T sh��311 prepare from [he approved
. _. c'rsi.^,n s:u:lv:s '!��� ciesyn d�evelopment documents
->., c�� �h� ci��,ic�n cr�(en<<. <ir�winqs and o�.i[line specific8-
� . � . . ,•�'�:;� ;u�,i rs��ab!i,h Ihr� scc�pE� o( [he PROJECT.
1.2.7 F•-� ;;r = a si,it�•rn�:n! oi ,he CUNSULTANT's revised
._:�» pru�<:t�le PRO!ECT ccnstruction cost based on
� :•�; .n g;�;��r; ��� �he r)esign development documents.
�.2.a =. � ��co�ie� c; ;he above design development
�- - �- _ _� _._ Ot`.Iti'tR _ oroval
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't.3 CG'�STRUCTION DOCU�ti'ENTS PHASE
. =_= . � . : O'.t�.=-, ., ,. ,tt�n au;norization to proce2d
�, - : = . � �_ .._� cr ����c-en„ Phas�, the CONSULTANT
'1.3.1 ?=��r� ;:;= rp_:ir_d c�^trac: forms, including the pro-
�>_::. =c�- ; ��� no;ica to b dr�rs, dra.virgs, technical specifica-
._-. �`� :;� =r de��r.�en,; �s r•eeded by tne CONSU�TANT to
-. '�. _.- .-� Construc;ion Cortra:.t Documents.
1.3 2�,.�- ;h >.o t�e 0":'dN� R t=_chnical data for and assist in
" - , _„� -..,.- �i ;h= re�uire� :,'ocuments so ihat the OINNER
.-. ___��� cara:a; of s::�h ao:�ernmentzl 2uthorities as have
. .- -. , v,�, :t�° c:�;;�� - . _ :a app!ic?b;e to the PROJECT,
, . _.. _.�.. , p<:r:y2� �2 i ,
1.,"s.3 ... - � 0`,';^;E�' ... , �hd�G'S in the CONSULT-
- • � • ^��':�� �f . .-- ; ro^ab!e PROJEC I construction
. . . . . <.� g�.: . - sc�: ��, ;•ssig^ req��iremanis, construc-
� -. c :. :i�,t , -.
�.34 � . �, j�_,�:;;,.,, ; �.;•�s:r;.:.;ion Contract Docu-
ipon receip OWNER's written au �� wn to procee
�ith the Bidding or �, �ni P� ,�e CONSUL TANT sha
rovide the Constructi , �� ocuments to the prospe�
ve bidders in ance with the C ' ANT's stanciar
rac[i � s all assis[ [he OV�,�NER in obtainin • ur �rc
1.5 CONSTRUCTION PHASE
The Construction Ph��se wiil commence with the award of any
construction contract and will terminate upon the issuance in
writing by the CONSULTANT to the OWNER of approval to
make final payment to the Contractor(s1. During the Construc-
tion Phas?, the CONSULTANT shall:
enta rovided in the CONSULTANT'sStan - ener
;onditions o onstruction contract. Th� t and limit
ion of the duties, nsibilities and �, ority of the COf
�ULTANT as assigned in s General Conditions sh�
�ot be modified without t TANT's written conser.
II of the OWNER's uctions to t � tracror(s) shall t
>sued through ONSULTANT who shali , a�,thority
ct on b of the OUVNER to the extent prcr;�ideu �.. ���• s<��
ir�
1'�
t General Conditions except as others^iise �r��.i�l ��
1.5.2 Make visits at interval ` .� '�
5 appropriate tc� Ifie StayP of c:ori- ���f �7
struction, as determined by the CONSULTAN��, to the site u(
the PHOJFCT to familiarize himself generally with the progress
and quality of the work ,�nd determine in general i( the work is
procee,ding in accordancr� wi[h the conslruction conUact(s). On
the basis of his on sile observations, he shall endcavor to guard
the OWNER against de(ects or deficiencies in the work of thr.
Contractor(s) �nd may disa��rcrve or rejecf work as (ailing tn
conform to the construclion contractls). Th�� CONSULTANT
shail not be required tr� maka cxh�ii�stive or continuc�us on site
observations to check Ihe qualiry or quantiry oi lhe wc�rk. The
CONSULTANT shall nut be responsible (or the construc[ion
means, methods, techniqu�s, sequences or procedure;, or far
the safery precautions and proyrams in connection with ti��
work. He shall not be responsible for any failure of the Con-
tractor�s) to carry out the work in accordance with the con-
struction contract(s).
1.5.3 Review the shop drawings, samples, and other suhmitta!s
of the Contractor(s) only for general conformance with tf-�e
design concept of the PROJECT and for general compliance
with the construction contract�s). This review does no[ relieve
the Contractor(s1 from responsibility for errors, correctness of
details, or conformance with the contract(s1.
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1.5.5 Act �i: tha interE�ret�r o; the t��in�s and con��iifonsai the
..;i,�:'hun r��nti,i�'Ilsl ;ln�: o; tit�� ���rl�irrl�anCe Ihi3reunClr:r liy
�� �'l\�iC (t ,in�i tli�� G�nti,i,-;,�r(,1. Tli�� CONSULTA�tiT �,vill
�.�:�� ,'��� i::i,�n:: ,�n ,ill �•i.iinu �,t lh�� l�l'dNt R.inil lii�� Cunl�.r
���r (:,) trl,ilin�� I�� Ili�� ������ iili�,n .inii {,��,��i��,,: i�! Ilir ttui I� .�n�l .ill
u!i;�•i in,iliri :,inii ��u�^:li��n: i�,l,il���i IIl�9i�l��, l,ui Ilir Cl)NSUI I
i\i\ 1�.h,ill n��i t,�� li,il,ir I„i Ilir ir;:ult.r �il ,iny :.ucli inlcr��r�•I.i
�„„n,:,,r �Ir� i:,iun, iun�l��trci h� luni in ��u���1 lailli_
�nT�. � . . . . , _ . . .
� 1.5J Conduct a pre�iminary construction revie�v To determine
f��i.,� if the PROJECT is substantiaily complete and a finaf construc-
t�on review to determine if the PROJECT has been completed
in subsFaniial conformance �vith the construction contracr{s),
receive and furnish to the OVVNER written guaraniees and re-
!a:?d documents assembied by the Contractor(s), and approve
in :��riti;;g, the final p�iymenr to the Contractor(s).
1.5.8 The CONSU�TANT shall not be responsibla for ihe acts
o' omi5sions uf the Contractor(s), any subcontractor or any of
;h�� Contractor�s)' or the subcontractor's agents or employees
or any other person perfo;ming any of the work under the
cor�struction contract(s1.
SECTION 2
ADDITIONAL SERVICES OF ?HE CONSULTANT
2.1 GENERAL
�f ,�.,,th.�rved in writirig by tht: C�11'NER, the CONSULTANT
sha:l piuvide additional service; of the Iypes deSCri;���� belOw.
U:�:��s� ��therwise agreed, the CONSULTANT shall receive addi-
ti,>n,31 ion}pensa[iUn fur such additional service;, �vhich shail be
ba�:�d upori the CONSULTANT's current stand�rd "Schedule
o` Ch,a�c�es for Professional Services" for D;rect Pzrsonnel Time,
n.. �=,�imbursable Expenses expended in performance of such
ser�:ices.
2.1.1 Prep�ration of appiications and supporting documents for
the project financiny, governmzntal grants, loans or advances in
conr:ection with the PROJECT; preparation or review of en-
:;rcrmenlal assessments and impact staiements; and assistance
`� o:�taining approvals of the authorities having juri;diction over
.._ ;�:rcipated environmental impact of the PROJECT.
2.1.2 Services to make meas�red drawings of or to investigate
�x.s:�ng conditions or facilities, or to verify the accur2cy of
.,�3:vings or other information fumished by the OV1,�NER when
req..�red for plarniing additiors cr alterations thereto.
2.1.3 Services due to changes in gen2ral scop� of tFe PROJECT
. :� d�, gn includiny, but not limited to, changes in size, com-
. . �. :v, :;.hedule, c�r characi�r of censtr�ction.
2.1.4 Re,;sing studies, reports, design documer,ts, dra�vings or
;^�ci`ications to reilect changes from previous approvdls by
� �`.'�NER.
2.1.5 Preparing documents for alternate bids requested by the
:;'.'•`:�R for work which is no; executed.
2.1.6 Pr�p��ration of detailed rer,derings; exhibi.s or models for
:he PROJECT.
2.1.7 P� oviding planning surveys, site evaluations and compara-
�,.� �:,,dizs of prospective sites.
2.1.8 Cord�.,cting negotiations for items such as right-of-N;ay,
_ �� .,; road; and highways, railroaJs, �vater rights, federa;, s,a±e,
�; �ca' permi[s, utility rates and conditions o� service, etc.
2_1.9 Providing additional services for more than one letting for
_ , ���s?ruction contract.
2.1.10 r^roviding fie(d "stake ou!" of the work.
Z.�•� 1!r':'-�st�gations involvinq d_�tailed considzrd;icn of opera-
-.��'e.� �nc-e and overhead etper,ses; and th5 pre,:,?ration
-• _ � `,' ��s. earninqs a�.+ -�t�ens, stater� ,:;s, �e ��b;1i�Y
_: ��.,,,,r� sals and val_��,h�ns; detaiied q ant.ty s„ v2ys of
material ard labor, and material audils or inventories reqiiire�J
or cer[ification of fu�ce aca�un� cunsiruction ����rl�,rme�1 t�y
th�� ObVNER
Z.1.�2 I uine;liini� Illr l)WNI li ,� scl ul i���nu�linil�6� ���i:nttl
���inl�; �il Ilur �ii�iwin��; �:li��winc� �;i��nili���mi ili,irnµ,s in,ulc ��Il�a
Ilu� cunhacl(s) ,iw;�rd cx cfuiiny llw ccroslrucli�m {vcx:css. f I�r.sc
prints wili be bc3sed entiiely on che marked up �,rin�1, �tr;�win��s
and other data fumished by the Contractor(s) or the C)WNER
to the CONSULTANT, or fumished by the Resident Project
Representative if provided by the CONSULT�NT.
2.1.i3 Additional or extended services during construction
made necessary by (1) work damaged by fire or other cause
during construction, (2) defective or neylected work of any
Contractor, (3) prolongation of the construction time by more
than one month beyond the scheduled completion date of the
construction contract(s), (4) acceleration of the work schedule
involving services beyond the normal working hours, and (5}
default under construction contract due to delinquency, irn
solvency, or any other reason.
2.1.14 Providing assistance in the initial start up, testing, ad-
justing or balancing, or operation of equipment or systems, or
training personnel for operation or maintenance of equipment
or systems, and the preparation of the r.�anuals of operation and
maintenance.
2.1.15 Preparing to serve or serving as a consultant or witness
for the OWNER in any litigation, public hearing or other legal
or administrative proceeding involving the PROJECT.
2.1.16 Preparing assessment plats and schedules.
2.1.17 Providing expediting services in connection with the •
fabrication and delivery of the materials ancl �yuipment f��r-
nished by others.
2.1.18 Services after completion of the Construction Phase,
such as inspections during any guarantee period and reporting
observed discrepancies under the guarantees called for in any
contract for the PROJECT.
rnis ing t e services o special consultan� ',,,, e
uired for o ihe normal civil, , mechanica
nd electrical engineenny � � m�itectural desig
ncidental thereto � onsultan r design, selec
ion of f� ', and furnishings, communicaiio ,, � S �
2.1.20 Any other services not otherwise provided for in this , �'"' ?S"
Agreement, including, without limitation, ihe services normally �'�`'
provided by the OWNER as described in Section 3 of these
Terms and Conditions.
2.2 RESIDENT PROJECT REPRESENTATIVE SERVICES
2.2.1 If mutualiy agreed in writing, the CONSULTANT will
furnish Resident Project Representative services in order to
provide more extensive representation at the PROJECT site
during tha Construr_tion Phase.
2.2.2 Resident Project Representative services will consist of
one or more Resident Project Representatives and assistants
together with the necessary assistance from the PROJECT rep-
resentative staff inembers based in the CONSULTANT's office.
2.2.3 The duties and responsibilities and the limitations on the
authority of the Resident Project Representatives shall be as set
forth in Exhibit A which is to be attached to and made a part of
this Agreement before such services begin.
2.2.4 Through the more continuous on-site observations of the
work in progress and the field checks of materials and equip-
ment by Resident Project Representative services (if provided)
the C0�\SULTANT will endeavor to provide further protection
for the OWNER against defects or deficiencies in the work, but
the providing of such Resident Project Representative servi�e;
shall not make the CONSULTANT responsible for construction
mzans, methods, techniques, sequences or proced��re;, or for
safety precautions and programs in connection 4vith the work,
and he shai� not be responsible for any failure o` the Contra%
tc� (s) to carry ouc the wor� in accordance with the construction
contract(s).
SECTION 3
OWNER'S RESPONSIBILITIES
1 hr C)�1�NE f; sli�ill.
3.1 Pruvide fult in(cxmaliun as to his requfrements ior the
PROJECI.
3.2 Designate a person to act as the OWNER's representatfve
with respect ro the work to be performed under this Agreement;
anil such person shall have complete authority to transmit in-
structions, receive information, interpret and define the
0!NNER's policiesand decisions with respect tomateriais,equip-
ment elements and systems pertinent to the work covered by
this Agreement.
3.3 Assist the CONSULTANT by placing at his disposal all
avallable in(ormation pertinent to the site of ihe PROJECT
including previous reports and any other data relative to the
d�sign and construction of Ihe PROJECT.
3.4 Furnish the CONSULTANT, property, boundary, right-of-
�vay, top�gra�hic and utility surveys; core borings, probings and
subsurfaca� ex�loratiuns, test, analyses, reports and other opera-
tions (ur detcnnining subsuriace condi[ions; hydrographic sur-
��oys, laboratcny tests and inspectioi�s of samplesand materials,
and otfi��r special �:unsultations and tests nof covered in Section
2, all of which Ihe CONSULTANT may rely upon in his prepara-
tion c�f the drawings and specifications.
�55 I St 3.5 �x;xxn¢�re access to and make ali provisions for the CON-
n obta i n-SULTANT w enter iipon puhlic and private lands as required
for the CONSULTANT to periorm his work under this Agree-
�g ^,, i� ment.
(��•t� 3.6 ExarT�ina ail studir-�s, reports, sketches, estimates, specifica-
��� y� tions, drawings, proposals and other documents preserted by
fL�r"the CONSULTANT and render in writing deci�ions pertaining
thereto �vi thin a reasonable time so as not to delay the work of
the CONSULTANT.
3.7 Furnish to the CONSULTANT full specifications for insur-
ancz and bondiny for the FROJECT. The OWNER shail assume
all responsibiliry for such specifications and for the verification
of compliance by the Contractor(s? with such specifications.
3.8 Advertise for proposals from the bidders, open the propos-
a!s at the appointed time and place, and pay for all costs inci-
dent thereto.
3.9 Provide such legai, accounting, independent cost estimating,
and insurance counseling services as may be required for the
PROJECT, and such auditiny service as the 04'VNER may re-
quire to ascertain how or for what purpose the Coniractor(s)
used the monies paid to him �mder the construction agree-
ment(s?.
3.10 Givf� �rompt wri[ten notice to the CONSULTANTwhen-
ever the U�"JNER observes or otherwise becomes aware of any
de`ect in thc PROJECT.
3.11 Obtain approval o` all govemmental authorities having
jurisdiction over the PROJECT ar,d such approvals and consents
from such othzr individuals or bodies as may be necessary for
comp!etion af the PROJECT.
3.12 Pay any fees for building or other permits, licenses, etc. as
may be required by local, state or federal authorities.
3.13 Furnish or direct the CONSULTANT to provide at the
04°JfVER's expense, necessary additional services as stipulated in
Sec;ion 2 of these Terms and Conditions, or other s2rvices as
requi red.
3.14 Bear all costs incident to compliance with the require-
me�?,s o� this Section 3.
��' SECTION 4
- IN�ITy„��^
.1 CONSTRU ' �ST
.1 1 r FC� �EC T �'ur�.',rt,cl�pn � OSt, �^.'h. n�.�;� _ �� �;
. yL ' �'' nar++d�..:+,.,. . - . . _ .,.. . . . .
lc.�'`''t� , .
GENERAL CONSIDERATIONS
5.1 TIME OF COMPLETION
The CONSULTANT shall complete the various phases c>f the
work within the time mutually agreed, b�t it is agreed thr{t the
CONSULTANT is not responsible for delays occasioned by f�c
tors beyond his control; nor by factors which could not rE;ason�
ably have been foreseen ai the time this contract was prepared.
5.2 CONSULTANT'S ACCOUNTING RECORDS
Records of the CONSU LTANT's Direct Personnel Time and Re
imbursable Expenses pertaining to the PROJECT ar�d records of
accoun;s between the OWNER and tiie CONSULTANT shall be
kept in a generally recognized accounting basis and shall be
avoilable to the OWNER at the CONSUL7�ANT's Muscatine
office at rnutually agreeable times.
5.3 TERMINATION OR SUSPENSION
5.3.1 This Agreement may be terminated by either party upon
t��veniy �?0) days written notice should the other party fail
substantialiy to perform in accordance with its terms through
r.o tauit of the oth�r.
5.3.2 The 04'VNER may terminate o� suspend alf or anypart of
th� CONSULIAf�IT's servic2s by ,yiving written notice to th�;
l't�N:�l�l 1,11V1 Ilir C��N1;t�� 1-1N1':. ,��i�,-ii��, •,h.ill ,il;i� In
�I��rnir�l �,u:.�u•nilivl if i��>ntiii,n�tinn �il ih�� 1'RC),Il('I �luu� nul
ii�ni�nrnrr ���ilhin ��n�� ��r�ii ,:Il��t Ihr C��ns(ruciiun C!�>nUni�I
D���.,n,i�i��i�, <iri� sulinii�i���l t,� llir �)�^vNEli, Ot il Ih�� O�V�IER
,�b��n�i:,;•,. ��r t��� niind���s thc ?ROJECT ril �iny time.
5.3.3 UP���� ����)' tarmina(ic�n or suspension, Ihe CONSULT�INT
shaf! be paid for services performed to lhe termination notice
date incl;�diny n:imb;nsable expenses due pliis [ermination
expenses. Termination expenses are de(ined as reimburs�bie
expenses direc[ly attributable to termination, plus 15% of the
total compensation eamed to the time of termination to ac-
count for CONSULTANT's rescheduling adjustments, reassign-
ment of personnel and related costs incurred due to termina-
tion. The CONSULTANT's right to receive compensation pur-
suant to Section 5.3 is not conting2nt upon whether the
PROJECT is actually constructed.
5.4 OWNERSHIP OF DOCUMENTS
All docum�nts, including original drawir,gs, estimates, specifica-
tions, fieid notes and data are instruments of service and are
and shaf� ren�ain Uie property of the CONSULTANT uNPSs
other arr,�nqemciits arr, madc� by mutual agreemenL They are
not intend�cl �i� rcpresen;ed to be suitabie for reuse by the
OLNNER ��� u�lit�rs on extensions of the PROJECT or on any
Oth��r proj<�ct Any reuse �vithout speciiic 4vritten verification or
adaptation �� thi� CONSULTANT �vill be at the Olti'NER's so�e
risk and �vithout liabiliry or legal exposure to the CONSULT-
ANT, and the Ob'VNER shall indemnify and ho�d harmless the
CONSULTANT frorn ail claims, damages, losses and expenses
�nduding actorneys' fees arising out of or resulting therefrom.
Any such ve� i(ication or adaptetion ovill entitie the CONSULT-
ANT to further com{�ensation at rates to be agreed upon by the
OWNER<:nd theCONSULTANT.
5.5 ESTIMATES
Since the CONSULTANT h o s n o c o n t r o l o v e r t he cost o f la bor,
materials or equipmen[, or over th2 Contract�r(s}' methods of
determinir.g prices, or over competitive bidding or market con-
ditions, the estimates of con;truction cost provided for herein
are to be made on the basis of his experience and qualifications
and represent his best judgment as a desiyn professional familiar
with the construction industry, but the CONSULTANT cannot
and does not guarantee that bids or the PROJECT construction
cos: w�ll rot vary from probable cost estimates prepared by
him. If prior to the Bidding or I�egotiating Phase the OWNER
w�shes grea[er assurance as to the estimates ot cons±ruction
cost, he sha!I employ an independent cost estimator as pro-
vided in par�t ;r��ph 3.9.
5.6 PAYMENTS -
In,�;re;t ai th�� niaximuni leyal or negotiated rate per annum
shail be p�a;� �y the OWNER to the CONSULTANT on all un-
p��d ba�ances due Ihe CONSULTANT, cemmencing forCy-five
(45) days ai ter the due date, p; o� ided tnat the delay in payment
be,�ond tha due dat� shall r.ot have been cau;ed by any condi-
tion vdit'riin the control of the CONSULTANT.
5.7 ARBITRATION
5J.1 All disputes relating to the arncunt of compensa;ion due
to the CONSULTANT undPr this Aoreement shall be decided by
arbitration in accordance with the Cons;ruction Industry Arbi-
tra;ion Rui�s of the American Arbitration Association then ob-
taining, subject to the limitations stated in paragraphs 5J.3 and
5.7.4 belo�v. This agreernent so toarbitrate and any other agrea-
ment or ccn;��nt to arbitrate entered into in accordance there-
with as prov�c;ed below, will be specifical�y enforceabl2 under
the pre�-ailing la�,�v of any court having jurisdiction. No claim,
cour.ter-ciaim, dispute or otner matter �rihich involves the COPJ-
SULTANT's professionai pr other Iegal liability shali be subject
to �rbitr�UO���.
5.7.2 NOiiC� of demand for arbirration must b2 i;led in v✓riting
w�tn the other partie; to this Agreemen± an� with the Amarican
Arbitration Assu;;iatiun. The demand r��.:s; be made within a
reasc�nab!±� hme� af,�tr lhe ci;,pui�� I��s ari:�rn. Ir no event m�y
the deman j i�u ��rbitration pe rr���,1�� ufter ;he timP when institu-
[i�n oi lecla' ��� ��q�_c�abla pr�ceedir.q; based on such Claim, dis-
��nl�� c,i ulliet ni.illrn in i��i��;li�ni wn�il�l lu� I�,irru�l I�y Ilu�.q���li
�:<il�Ic 51<iUrtc �>( linuf.iliuns_
5J.3 Ali denianils (or ar�iiralibn t�nd .�II �ins�vering sl,uumenl5
lhrr't:to muSt conit�in a st��tr�ment lhat the tolal sum in cpntro-
ver,y as alleged �y Ihe party rnakiny such deniand or ��nswering
statemen[ is not more than $200,000 (exclusive of interest and
costs). The arbitrators will not have jurisdiction, power or
authority to consider or make findings (except in denial of their
own jurisdiction) concerning any dispute where the amount in
controversy thereof is more than $200,000 (exclusive of interest
and costs) or to render a monetary award whir.h totals more
than �200,000 (exclusive of interest and costs).
5.7.4 No arbitration arising out of, or relating to, this Ayree�
ment may include, by consolidation, joinder or in any other
manner, any additional party not a party co this Agreement.
5.7.5 By written consent signed by all the parties to this Agree-
ment and containing a specific reference hereto, the limitations
and restrictions contained in paragraphs 5.7.3 and 5.7.4 may be
waived in wFole or in part as to any dispute. No consent te
arbitration in respect ofa specifically describe�l dispute wili con-
stitute consent to arbitrate any other cfispute which is not speci-
fically described in such consent or in which [he sum or value
in controversy exceeds $200,000 (exclusive of interest and
costs) or, which is with any party not specifically described
therein.
5.7.6 The award rendered by the arbitrators will be final, not
subject to appeal and judgment may be entered upon it in any
court having jurisdiction thereof.
5.8 APPLICABLE LAW
Unless otherwise specified, this Agreement shall be governed by )
the laws ot the State of I��g�. �,/ j 5COn S i �.
� �
5.9 EXTEIVT OF AGREEMEPJT -
This Agreement represents the entire and integrated Agreement �
between the OWNER and the CONSULTANT and supersedes
all prior negotiations, representations or agreements, either
written or oral. This Agreement may be amended only by
written instrument signed by both the OWNER and the CON-
SULTANT.
5.10 SUCCESSORS AND ASSIGNS
The O�rUNER and ihe CONSULTANT each binds himself and
his partners, successors, executors, adminisirators and assigns to
the other party of this Agreement and to the partners, succes-
sors, executors, administrators and assigns of such other party,
in respect to all covenants of this Agreement; except as above,
neither the OWNER nor the CONSULTANT shall assign, sublet
or transfer his interest in this Agreement wiihout the written
consent of the other. Nothing herein shall be construed as
giving any riyhts or benefits hereunder to anyone other than
the OLb'NER and the CONSULTANT.
5.11 GENERAL
5.11.1 In the event any provisions of this Agreemen; shall be
held to be invalid �nd unenforceable, the remaining provisions
shall be valid and binding upon the parties. One or more waivers
by either party of any provision, term, condition or covenant
shall not be construed by the other party as a waiver of a sub-
sequent breach of the same by the other party.
5•17.2 The CONSULTANT intends to render his services under
this Agreement in accordance with generally accepied profes-
sional practices for the intended use of the PROJECT and
makes no warranty either expressed or implied.
5.11.3 The CONSULTANT has not been retained or compen-
sated to provide design and construction review services relating
to tiie Contractor(s) safety precautions or to means, methods,
tecnniques, sequences, or procedures required for the Contrac-
tor�s) to perform his �vork; omitted services include but are not
limited to shoring, scaffolding, underpinning, temporary retain-
ment of excavations and any erection methocJs and t��mporary
bracing. (�'othing in this connection shall relieve the CON-
SULTANT of the obligations to p;�rform the servic�; describ��d
in S�ctions 1 and 2 of this Agreemenr.
� ' EXHIBIT "A"
, TO TERMS AND CONDITIONS BETWEEN THE OWNER AND THE CONSULTANT FOR PROFESSIONAL SERVICES
D��ties. Responsibilities and Limitations of the Authority of the Fiesident Project Representative(s)
A. GENERAL
Tn�� �-s der,; Projec[ Rapresentative is the CONSU LTANT's
f,, =n; a�,;i ;h��;� � act urder the. s:�pervision and directicn of the
CG`.S� �TA� I .
B. DUTIES AND RESPONSIBILITIES
The Res:dent Project Representative shall:
1. Schedula: Review th2 progress schedule prepared by the
Con[r��ctor(s) for compliance �vith the contract(s) and give writ-
tFn advice to the CONSULTA.NT concerning its acceptability.
2. Conferencas: Attend pre-construction conferences. Ar-
range a schedule oi progress meetings and other job confer-
E�na�� as required in consultation with the CONSULTANT
.inci n��tity in advance those expected to attend. Maintain and
�-i�cui,�IC� co�fes of records of [he meetings.
3. Li�ison:
a. tir�ve a, th�� CONSUI_T�NT's liaison with the Contractor(s)
v;orkinq {�rinci���lly through the Contractor(sl" s!ipennten-
d�znt(s). !�!�•r t fhe Contractor(s), through his superintendent, to
the Ir<�i;�r;is involved in accepting and actiny upon instructions
treun o[h��rs, except such instructions transmitted through the
CO�VSULTANT.
b. CunE�er,�:te with th2 Contractor(s) in his deaiings witli the
various locai agencies having jurisdiciion over the PROJECT in
order to complete service connections to public utilities and
facilities.
c. Assist tt�e CONSULTANT in obtaining from the O�NNER
additional details or information, when required at the job
site for proper execution of the work.
4. Approvals: When required, assist the CONSULTANT in ob-
taining from the Contractor(s) a list of his proposed suppliers
and subcontractors-
5. Samples: Assist the CONSULTANT in obtaining field sam-
ples of ma,erials delivered to the site which ara required to be
furnished, and keep record of actions taken by the CONSULT-
ANT
6. Shop Drawings:
a. Feceiv�� reviewed shop dra�vings and other submissions from
th^ CONSULT�NT; record [he daia received, maintain a fi�e of
thc ilrawi�ig; and subrnissions, and check the construction for
u�m{ilit�ni;c ��,�i(h Ihr.m_
b. Ah�r1 �lic CunU�u:tc�r(s)' supF�rintendentls) when he observes
in;i(r�rit�l, cu c�a�.iiE�nir�nt heing installed before r�vie�v of shop
clra�.vinc;, �x �;unE�l��;, where such is required, and advise the
CONSULTANT when he belicves it is necessary to disap-
pro�:e v:ork .,s failinq io conform to the construction con-
tract(s).
7. P,evi2�v of Work, I�spections and Tests:
a. Cond;;rt on-s�te observations of the �vork in progress for
th�� CO�:SULTANT as a basis for determining that the PRO-
.i�CT is proceeding in accordance with the construction
contra:tis}. �
b. D�s�,ppeov� of or reject v,ork observed which is defective;
i e., it is unsatisfactory, faulty, or does not conform to the
req!nr2ments �f the construction contract(s).
c. Verify that tes?s, including equipment and systems start-
up, �,hich are required by the construction contract(s) are con
ducted and that the Contractorls) maintains adequate records
thereof; obser✓e, record and rzport to the CONSULTANT
�,p;?ro�ria:� details relative to the test procedures and startups.
d. A.:cornpany visiting inspectors representing public or other
;,����r���i<�s ha�;ing jurisdictir,n cver the PROJECT, record th� out-
cc,•,,� ,�� t��r�,�� ins��ction; and report to the CUNSULTANT.
8. Interpretation of Construction Contract: Transmit to the
C��n�� :r t„ra! �he COiVSULTAi�JT"s inlerF�retations of the con-
;�� , . c ;n�r.;ct(til
9. Modifications: Gm;ic;��r �;n�+, ���.�iluate the Contractor(s1' sug-
, ��; �5 �_�,r r,�odific,�[wr,s �r thF� drawings or specifiCatiors and
,,- t' . � .r�th recorr,m- �!;trans to the CO�.'SULTAhT.
m
10. Records:
a. Maintain at the job site orderly files for correspondence,
reports of job conferences, shop drawings and other submissions,
reprod�ctions of original contract documents including all ad-
denda, change authorizatians, field orders, and additional draw-
ings issued subsequent to the award of the contract(s), the
CONSULTANT's interpretations of theconstruction contract(s),
progress reports, and other PROJECT related documenis.
b. Keep a diary or log boak, recording hours on the job site,
weather conditions, list of visiting officials, daily activities,
decisions, observations in general and specific observations in
more detail as in the case of observiriy the test procedures.
c. Record the names, addresses and telephone numbers of all
contractors, subcontractors and major material suppliers.
d. Maintain a set of drawings on which authorized changesare
noted, and deliver to the CONSULTANT at the completion of
the PROJECT.
11. Reports:
a. Furnish the CONSULTANT periodic rc�ports as required of
progress of the PROJECT and the Cont�actor(s)' compliance
with the approved progress schedule(s).
b. Confer with the CONSULTANT in advance of scheduled
major tests, inspections or start of important phases of the
PROJECT.
12. Payment Requisitions
Review applications for payment with the Contractor(s) (or
compliance with the established procedure for their submission
and forward them with recommendations to the CONSULT-
ANT, noting particularly their relation to the work completed
and materials and equipment delivered at the site.
13. Guarantees, Certificates, Maintenance and Operation
Manuals
During the course of the work, assemble the Guarantees, Certifi-
cates, Maintenance and Operation Manuals and other required
data to be fumished by the Contractor(s1 and upon acceptance
of the PROJECT, deliver this material to the CONSULTANT
for his review and forwarding to the OWNER.
14. Completion:
a. Prior to inspection for substantial comptetion, submit to the
Contractor(s) a list oi observed items requiriny corrertions
b. Conduct final inspection in the company of the CONSULT-
ANT and the OWNER and prepare a final list of items to 6e
corrected.
c. Verify that all items on the final list have been corrected and
make recommendations to the CONSULT�INT concerning
acceptance.
C. L1P/IITATIONS OF AUTHORITY
Except upon written instructions of the CONSULTANT the
Resident Project Representative:
1. Shall not authorize any deviation from the construction
contract(s) or approve any substitute materials or equiprnent.
2. Shall not undertake any of the responsibilities of the Con-
tractor(;►, the subcontractors or the Contractor(s)' superinten-
dent.
3. Shall not expedite the work for the Contractor(s!.
4. Shall not advise on or issue direciions relative to any aspect
of the means, methods, tecliniques, sequences or procedures of
construction unless such is specifically called for in the Con-
struction Contract(s).
5. Shall not authorize the OWNER to occupy the PROJECT in
whole or in part.
6. Shall not participate in specialized field or laboratory tests
or inspections conducted by others.
7. Sha�l rot assist contractor(s) in main[a�ning up to-date Gopy
Of RE'.CO�G Df�NJIiIgS.
�
u ,�' , .
1
ATTACHMENT A
General
This project described as the West Walkway Semi-Mall System is defined to
include:
l. Both sides of Cammerce Street between Peari Avenue and
High Street.
2. A tie-in of the existing monument at Commerce and High with
High Street remaining open at this intersection.
3. The atley way west of, and parallel to, Main Street which
enters Algoma from the north.
4. The area running northerly to the rear of the buildings
fronting Main Street between Algoma Street and Church Avenue
and bounded on the west by the Soo Line tracks.
Definition
The project is defined in two stages:
Stage 1 - Project Definition
The CONSULTANT will:
1. Review past work.
2. Summarize the existing cost estimates by Harland Bartholomew
and confirm or adjust their conceptual form.
3• Meet with OWNER, or designates, to discuss agreement on
approach, motif, content, and budget for the Semi-Mall
System.
4. Refine the results to reflect above agreements and present
same to the OWNER in drawing form. The work under
paragraphs 1.2.1, through 1.2.5 of the Terms and Conditions
shall apply under this Stage.
Stage 2 - Final Design
Upon receipt of OWNER'S written authorizatian to proceed, the
,, CONSULTA�lT ha 1 prepare the final design documents. Paragraphs
-` ;-�'='` �•2•6 � .. of the 7erms and Conditions shall apply under
' this Stage.
/-= =/C
' . , A-�--�-1 �� � e r � 3� �-,�--`�-,����-p-}; �--- .}--�'
�.�, ;^ ���,F— At a later da.te and upon directiori from the owner,
I``����— paragraph 1.5 of the Terms and Conditions shall apply,
A-1
� � • , .
Schedule
Stage i- Complete sixty (60) days after receipt of signed agreement.
Stage 2- Complete ninety (90) days after receipt of OWNER'S writtten
authorization to proceed.
Owner's Responsibilities
Unless OWNER requests additional services from the CONSULTANT as itemized
below, the OWNER shall provide for design and prepare plans and specifica-
tions for:
A. Storm sewer work required by the Semi-Malls including catch basins
. or inlets located within the construction limits of the Semi-Malls
based upon specific locations and inlet elevations established
by the CONSULTANT, and
B. Other utility adjustments or relocations as required by the
Semi-Malls.
The OWNER shall al�o provide title searches or easements and/or warranty
deed descriptions as required.
be responsible for �.
For the entire project, the OWNER shall/prequal�fy all bidders, advertise ���� �
the project, transmit al1 plans and specifications, and bid documents to �,��
bidders, conduct the bid opening meeting, and prepare construction ��� �
contracts.
A-2
ATTACHMENT B
Fee Su�iima ry
The CONSULTANT offers services for these subjects in accordance with
the Schedule of Charges for Professional Services (HF 4/4/76) enclosed.
The fee for Stage l will not exceed THREE THOUSAND FIVE NUNDRED
DOLLARS ($3,500). �
The fee for the baiance of the contract will be negotiated later.
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