HomeMy WebLinkAbout2007-109 - Professional Services Agreement with NSPJ.`` q
BILL N0.2007-109
ORDINANCE N0.2007-109
AN ORDINANCE APPROVING THE FORM OF,
AND AUTHORIZING THE MAYOR TO COMPLETE AND'EXECUTE,
AN AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE
CITY OF RIVERSIDE, MISSOURI AND NEARING, STAATS, PRELOGAR AND JONES
("NSPJ") INC FOR THE PROVISION OF ARCHITECTURAL SERVICES
WHEREAS, Nearing, Staats, Prelogar and Jones ("NSPJ") Inc. is a Kansas limited liability company
in the business of providing professional services, including but not limited to architectural services (the
"Services'~;and
WHEREAS, the City of Riverside, Missouri (the "City") has determined that the City requires the
Services related to streetscape design for the City, and that such Services are for a public purpose, and the
City desires to retain NSPJ to provide such Services; and
WHEREAS, the City has negotiated with NSPJ and the City and NSPJ have reached an agreement
(the "Agreement") concerning the provision of, and payment for, such Services.
NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as
follows:
Section 1. The City of Riverside shall enter into the Agreement, to be substantially in the form
attached hereto as Exhibit A, with NSPJ, whereby NSPJ will provide Services specified in the Agreement,
and as consideration for such Services the City shall pay fees as described in the Agreement.
Section 2. The Mayor and City Clerk are authorized and directed to execute the Agreement,
execution of such document being conclusive proof of such approval. 'The Mayor, City Clerk and City
Administrator are each authorized and directed to perform all acts and execute any other documents
necessary or desirable to effectuate the intent of this Ordinance.
Section 3. This ordinance shall take effect immediately.
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Passed this ~ "'8ay of October, 2007.
~ D
ayor Kathleen L Rose
A ES%
C' Clerk
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NSP
NEAR 1 N G S T A A T S P R E L O G A R ~ J ONES A I A C H A R T E R E D
ARCHITECTS
October Ol, 2007
Mr. Brent Miles
Director of Planning and Economic Development
2950 NW Vivion Rd.
Riverside, Missouri 64150
Re: Agreement for Landscape and Architectural Design Services
Welcome Plaza and Highway 69 at Gateway Park
City of Riverside, Missouri
Dear Brent:
It is our pleasure to submit the following proposal for landscape and architectural
design services by Nearing Staats Prelogar & Jones Architects, (NSPJ) for the City of
Riverside, (Client) for the above referenced project, a proposed streetscape master plan
for parts of NW Gateway Ave. and Highway 69 along the Gateway Park located in the
City of Riverside, Missouri. This proposal is subject to the attached General Provisions
which are incorporated by this reference.
A. Scope of the Project:
Task 1-Data Gathering and Site Survey
Services:
NSPJ will attend a meeting with the Client to discuss issues affecting the design
of this project. Up to date survey information shall be supplied to NSPJ by the
Client on computer disk for use with AutoCad. NSPJ can assist in the
preparation of a survey as an additional service as requested by the Client.
Survey information shall include, but is not limited to, the following: property
legal description, bearings and distances of the property boundaries; existing and
proposed right-of-way dedication; easements and other dedicated public land;
location of existing and proposed utilities; topography (contours inside and
within two hundred feet of the property and intersection at a two foot or smaller
contour interval). It is the responsibility of the Client or the Client's other
consultants to furnish NSPJ with any updates or revisions regarding base
information provided to NSPJ in a timely manner. NSPJ will visit the site and
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3515 W. 75TH ST., STE. 201
PRAIRIE VILLAGE, KANSAS 66208
www.nspjarch.com
PHONE 913.831.1415 Fax 913.831.1563
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NSP
NEARING S TAATS P RELOGAR 8c JONES A I A CHARTERED
ARCHITECTS
the immediate surrounding area to review and document current site conditions
as necessary.
Work Products:
a. Meeting minutes and project memos (as requested)
Task 2 -Welcome Plaza Landscape Construction Documents
Services:
NSPJ will prepare construction drawings and specifications for the city owned
property at the south-west corner of Gateway Ave. and Vivion Road. NSPJ will
prepare a layout plan for the proposed welcome plaza including dimensions and
materials to construct the clock tower, all hardscape elements and site furniture
with in the site. Construction details necessary to bid all elements of the plaza
will be provided. NSPJ will prepare a final landscape plan indicating location,
species and variety, quantity, and sizes of proposed landscape plantings. NSPJ
will also prepare a final grading plan for the site. Notes and information will be
provided on the plans, as well as a specification booklet will be prepared for the
project. NSPJ will attend a meeting with the Client to review the construction
documents.
Work Products:
a. Layout Plan (prints as requested)
b. Site Details (prints as requested)
c. Landscape Plan (prints as requested)
d. Grading Plan (prints as requested)
e. Specifications
Task 3 -Detention Pond Landscape Construction Documents
Services:
NSPJ will prepare construction drawings and specifications for the city owned
detention facility along the west side of NW Platte Ave. NSPJ will prepare a
layout plan for the proposed Phase One improvements including dimensions
and materials to construct all hardscape elements with in and around the
detention facility. Construction details necessary to bid all elements will be
provided. NSPJ will prepare a final landscape plan indicating location, species
and variety, quantity, and sizes of proposed landscape plantings. Notes and
information will be provided on the plans, as well as specification booklet will be
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NSP
N E A R I N G S T A A T S P R B L O G A R & JONES A I A C N A A T E R E D
ARCHITECTS
prepared for the project. NSPJ will attend a meeting with the Client to review
the construction documents:
Work Products:
a. Layout Plan (prints as requested)
b. Site Details (prints as requested)
c. Landscape Plan (prints as requested)
d. Specifications
Task 4 -Bidding Assistance and Construction Observation
Services:
As requested by the Client, NSPJ will provide bidding assistance, review the bids
with the Client, and meet with the selected contractors to establish project
construction scheduling and completion times. NSPJ will also provide the
following services as requested: periodic site visits during construction to
observe progress and status; staking of site features, plant beds, and plant
locations; review of plant material prior to and during installation; prepare a
project'punch-list' review at completion of construction.
Work Products:
b. Bid documents and construction memos (as requested)
B. Architectural Fees: We propose to furnish our services to you on IIOIIrIy Not-fo-
Exceed basis.. Fees will be charged in accordance with the following fee schedule:
1. Hourly
Principals' hourly rates are as follows:
Howard H. Nearing; William H. Prelogar, Jr.; Richard E. Jones: $170.OD
Brick Owens: $160.00
George A. Higgins; Mark E. Wendlandt: $120.00
Employees' hourly rates are as follows:
Project Managers:
Intern Architects:
Architect/ Designer:
Y
$81.00 to $113.00
$62.00 to $ 85.00
$75.00
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NSP _~~
NEARING S TAATS P RE LOGAR do JONES
ARCHITECTS
A I A C H A R T E R E D
(a) Architects' hourly rates are subject to annual adjustment on
January 1 of each year. The Architect's current rate schedule is set
forth above. Services performed prior to the annual adjustment
shall be reimbursed in accordance with the above stated rate
schedule. After annual adjustment, services shall be reimbursed in
accordance with the revised rates.
(b) If the nature of the scope of services changes or if the construction
estimates increase, NSPJ will notify the Client of the revised scope
and/or estimated fee before proceeding with further work. NSPJ
may utilize the services of asub-consultant other than structural
and electrical engineer to assist in performance of some of the
work. Those sub-consultant services would be in addition to the
estimated fee.
Estimated Fees by Task
Task Fee
Task 1 -Data Gathering and Site Survey $ 2,500.00
Task 2 -Welcome Plaza Construction Documents $69,000.00
Task 3 -Detention Pond Landscape Const. Doc. 3 500.00
Totni Fee Estimate (excluding Task 4 on call services $ 75,000.00
& reimbursable exp.)
2. Hourly Not-to-Exceed
{a) We propose furnishing the services described under A. Scope of the
Project in paragraphs A1, A2, and A3 of that section for hourly fees,
as stated above, that are not to exceed $75,000.00. We propose
furnishing the services described in paragraph A4 of that section
for hourly fees provided "as needed" and requested by the Owner.
C. Reimbursable Expenses: Client agrees to pay NSPJ for the following
reimbursable expenses:
1. If necessary, Expenses of transportation and living of principals and
employees when traveling outside our 7-county area, which is
Leavenworth, Platt, Clay, Cass, Wyandotte, Johnson, and Jackson, in
connection with the Project. Architect's fee while traveling out of the area
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N BARING START S
NSP _
P RB LOGAR 6c ] ON HS
ARCHITECTS
A I A CHAR 7 B R B D
in connection with the Project shall be billed at the hourly rate detailed in
paragraph Bl. Time consumed in travel will be properly charged as a
reimbursable expense. Mileage shall be charged at the current IRS
approved mileage rate.
D.
E.
2. The cost of facsimile transmissions relating to performance of the work.
3. The cost of all reproduction and delivery of drawings and specifications
and/or a fee for the delivery of CAD files.
4. If authorized in advance by Client, structural, mechanical and electrical
engineering fees for design and construction period engineering services
and special inspections, if required.
5. If authorized in advance by Client, the expense of project representatives,
overtime work requiring higher than regular rates, colored renderings,
perspective drawings or models for Client's use.
Billings/Payments:
1. Payment terms are outlined fully in attached Addendum to Letter of
Agreement.
Termination:
1. Services may be terminated by the Client or NSPJ by seven (~ days'
written notice in the event of substantial failure to perform in accordance
with the terms hereof by the other party through no fault of the
terminating party. If so terminated, Client shall pay NSPJ all amounts due
to NSPJ for services rendered and expenses incurred, including
reimbursable expenses, to the date of termination, plus reasonable costs
incurred by NSPJ in terminating the services. Such payment shall be made
within thirty (30} calendar days of NSPJ's invoice. A failure to make
payment when due shall be considered a substantial failure to perform by
the Client.
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NSP
N H A R 1 N G S T A A T S P R E L O G A R & J O N B S A I A C H A R T E R E D
ARCHITECTS
2. NSPJ and its employees are not responsible for designs or drawings that
are incomplete due to a termination of this Agreement prior to complete
performance. Client understands that incomplete designs or drawings
may contain errors or omissions and should not be used.
F. Client's Responsibilities:
1. A survey of the subject properties shall be provided to NSPJ in AutoCAD
format. The Client, at Client's expense, shall hire and pay for a surveyor who
shall provide a survey for the subject sites depicting boundaries, adjacent
streets and public rights of way, existing topography, any easements, location
and size of all utilities, and size and species of all trees of 4"caliper or larger.
2. A Soil borings and testing for bearing capacity and a Soils report shall be
provided to NSPJ. The Client, at Client's expense, shall hire and pay for a
soils engineer who shall provide a report for the Welcome Plaza site.
G. Entire Contract:
Z. Attached is a "General Provisions" ("Addendum"). The Addendum is
intended. to provide more in-depth information regardirig expectations,
certain rights, obligations and limitations of both parties. This Letter of
Agreement and the above-referenced Addendum contain the entire
agreement between the Architect and Client relative to the Scope of
Services herein. All previous or contemporaneous agreements,
representations, promises, and conditions relating to the Landscape
Architect's services described herein are superseded.
H. Additional Services: NSPJ, at the request of the Client, may perform additional
services related to the project including, but not limited to, the preparation of
streetscape design, design guidelines, additional marketing graplucs,
architectural renderings, landscape planting design, construction drawings, and
construction administration. These and other additional services will be
performed by NSPJ as mutually agreed in writing by the Client and NSPJ prior
to performance of the services.
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N S P~
NEARING STAATS P R E L O G A R & J O B S A I A C H A R T E R E D
ARCHITECTS
If this proposal meets with your approval, please sign both copies on spaces provided
below, retain one copy for your files and return one copy to this office. The returned,
signed copy will be our authority to commence work.
If you have any questions, please feel free to call.
Sincerely,
rick Owe
Principal, Landscape Architect
NEARING STAATS PRELOGAR & JONES, AIA
Architects -Chartered
ACCEPTED BY:
City of iverside
Date ~~`~~~~
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NEARING STAATS PRELOGAR & JONES ARCHITECTS
ADDENDUM TO LETTER OF AGREEMENT/PROPOSAL LETTER
TERMS AND CONDITIONS
ASSIGNMENT. Neither party to this Agreement shall transfer, sublet or assign any rights under
or interest in this Agreement (including but not limited to monies that are due or monies that
may be due) without the prior written consent of the other party. Subcontracting to sub-
consultants normally contemplated by Architect shall not be considered an assigmnent for
purposes of this Agreement.
BETTERMENT. If a required item or component of the project is erroneously omitted from
construction documents, Architect shall not be responsible for paying the cost required to add
such item or component to the extent that such item or component would have been otherwise
required and included in the original construction documents. In no event will Architect be
responsible for any cost or expense that provides betterment or upgrades or enhances the value
of the project.
BILLING AND PAYMENT. Invoices submitted by Architect are due upon presentation and
shall be considered PAST DUE if not paid within thirty (30) days of the invoice date. If payment
is not received by Architect within thirty (30) calendar days of the invoice date, invoices shall
bear interest at one percent (1%) per month of the PAST DUE amount, which shall be calculated
from the invoice due date. Payment thereafter shall first be applied to accrued interest and then
to the unpaid principal. If the Client fails to make payments when due and Architect incurs any
costs in order to collect overdue sums from the Client, the Client agrees that all such collection
costs incurred shall immediately become due and payable to Architect. Collection costs shall
include, without limitation, legal fees, collection agency fees and expenses, court costs, and
reasonable Architect staff costs at standard billing rates for Architect's staff time spent in efforts
to collect. This obligation of the Client to pay collection costs shall survive the term of this
Agreement or any earlier termination by either party.
If the Client fails to make payments when due, or otherwise is in breach of. this Agreement,
Architect may suspend performance of services upon seven (~ calendar days prior written notice
to the Client. Architect shall have no liability whatsoever to the Client for any costs or damages
as a result of suspension caused by any breach of this Agreement by the Client.
CERTIFICATIONS, GUARANTEES AND WARRANTIES. Architect will, as a matter of
professional practice, affix a professional seal to the final copy of all completed plans, surveys or
reports where required by law. Should the Clients project needs require Architect to sign
specific certifications or other documents, either for the Client of for second parties (such as
lenders or potential buyers), the Client shall provide Architect with copies of all such documents,
containing the language to be signed, prior to entering into this Agreement. Architect will review
the certifications or documents submitted by the Client to determine whether complete and
sufficient information is being collected or generated as part of the proposed scope of work to
allow Architect, as licensed professionals, to sign the documents and, if not, Architect may
propose a modified scope of work and cost. Any certifications or document language that
Architect has reviewed and agreed to sign as part of the scope of work shall be attached and
made a part of this Agreement. Architect shall not be required to sign any certifications or
documents, no matter by whom requested, that have not been provided prior to entering the
Agreement or that would result in Architects having to certify, guarantee or warrant the
existence of conditions whose existence cannot be ascertained. The Client also agrees not to make
resolution of any dispute with Architect or payment of any amount due to Architect in any way
contingent upon Architects signing any such certification.
1965870.2
CONSEQLBNTIAL DAMAGES. Notwithstanding arty odrer provision of the Agreement,
neither party shall be Iiable to the other for any indirect or consegttertdel damages incurred due
to the foul! of the other party, regardless of dre nature of this fault or whether it was committed
by dte Client or by Architect; or by their respective employece, agents, sub-cor~attltante or
subcontractors. Cemaegaential damages include, but are not limited to, loss of use, lass of
income, Ices of profit, less in production, claims by customers of Cltenq governnuntal Nrtes or
penalties, lose of business, and/or loss of reputation
DELNERY OF CAD F1LE6. In requesting and utilizing any drawings or other data on arty form
of electronic media generated and provided 6y Architect ae part of this project, the Client agrees
that all such drawings and data are instruments of service of Architect, who shall be deemed the
author of the drawings and data, and shall retain all wmmon law, statutory law and other rights,
including copyrights. Airy electronic tiles provided by Architect to the Client are submitted for
an acceptance period of 30 days. DeUvery of the electronic file w11) be accompanied by a hard
copy print which refkcla the information contained in die electronic format The Client is asked
to carefully verify that the electronic Information, when utilized within the CUeaYs computer or
CAD envimruuertt, corresponds to the hard copy print. Any ineorreistearcles the Client discovers
shook{ immediately be reported to Architect eo that the source of the inoonaistenry may ba
Investigated. Because data stored on electronic media can deterkxate undetected of be modified
without Architect's knowledge, if, aE any limo, a difference exists between the files on the
electronic media and the provided hard copy print, the hard copy print will govern.
The Client further agrees not to use {hex drawings and data in whole or in part; for eny purpose
or project other than the project which is the subject of this Agreement The Client agrees to
waive ell claims against Architect resulting in any way from any urmufhorized changes or rouse
of the drawings and data for any other project by anyone other than Architect In additiam, the
Client agrees to the fullest extent permitted by law, bo indemnify and hold Architect hanaieas
from any damage, ]iabWty or cost, including reasonable attorneys' fees and costs of defense,
arising from any changes made by anyo~ other than Architect or from any reuse of the drawings
scut data without the prior wdtterr consent of Architect.
Under no circumstances shall transfer of the drawhrga end other inatrtrmenls of service on
electronic media for use by the Client be deemed a sale by ArctitecU and Architect makes no
warranties, either express or implied, of merchantability end fitnem for any particular purpose.
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following the completion of the project, the Client and Architttt agree the between Gs4~"
them, arising out of or relating to the Agreement in excess a condition precedent to
any legal action by dtlu>r party, shall first be at least one session of mediation unless
the parties mutually agree o oats of the medtatofa services will be shared equally e i ty
between the Client .The mediation shall 68 administered by a mutually agreeable ~•
media a and shalt be held th the ICen4as Qty meiropoHtan area unless another location
EST'IMA'TES. Fathmatea prepared by Architect relating b oonairuction costs and schedules,
operation and maintenance ocels, equipment chuuacterisUcs and performance, and operating
results are based on Architects expertenog, qualifications and judgment ae a design profeastonaL
Since Architect has no control over weather, cost, and availabUity of labor, material and
equipment, labor producdvily, construction contractors' procedures and methods, unavoidable
delays, rnnsiracdon omiractors' methods of determining prices, economk: eondIlions„
cosnpeHHve bidding or market conditions and other factors affecting such estimates or
protections, Architect dons not guarantee that actual races, costa, performance, schedules, etc. will
notvary•from esdmateaand projeetians prepared by Architect.
191iSt~70.2
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GOVERNING LAW. The taws of the State in which the Archit>eet office ie located where this
Agreement originates wlll govern the veHdity of this Agreements its interprelstion and
performance. Any Utigation arising from tills Agreement shad be brought in the courts of that
State
HAZARDOUS MATERIALS. It is acknowledged by boils parties that Arthibecl's swpe of work
does not include any services related to asbestos or hazardous or toxic materials. In the event
Architect or any other party encounters asbestos or hazardous or toxk maberUle at the jobsite, or
abould it become known !n arty way that swch materials may be preBenE at the jobaice or any
adjacent areas that may affect the performance of Arhitects eervkes, Arrltitett may, at its option
and without liability for congequentlal or any odrer damages, suspend performer-ce of services
on the project until the Cheat retains appropriate specialist cortsulhint(a) or contractor(s) to
identity, abate and/or remove the asbestos or hazardous or toxic materials, and warrant that the
jobsite is in full compliance with applicable laws and regulaiioru.
INSURANCE. During the term of this AgreemenQ Architect agrees to maintain insurance
coverage for general anti professional liability. Upon request of tire Ciienw Architect wAl provide
a oer8firation of coverage which document fire existence of insurance. Should the Cflent desire
greater liability limits for the 1?roject than is provided by Architecl`a liabiuty insurance, the Client
shall request such additional insurance prior to entering into the Agreement and Arddbsct will
provide a cost quote for the additional insurance, based on the Clients' requirements. The cost of
each additional insunmce shall be borne solely by the Client
ON-SIT'E 3ERVICE6. Project site visits by Architect daring construction shall not make
Architect zesponaibie for construction means, methods, techniques, sequences, or procedures; for
construction safety precautions or programs; or for any oomstruction contractors' failure to
perform iffi work in acrnxdance with the drawings and spedficatons, all of which shalt remain
the sole responsibllity of the constractlon contractor.
OWNERSHU' OF INSTRUMENTS OF S136lVICE. AlI reports, plena, specifications, computer
flies, field data, notes and other documents and inetrrtments prepared by Architect as
instruments of service shall remain the property of Architect Architect shall retain all wmmon
law, statutory and other reserved rights, hrcluding the copyright thereto. -C'iiertl•+nay-rrot'VS~+
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rewards anti benefits of the project to both the cient and Architect, the Client ag to the
fullest extent permitted by law, Architect's total liabflity to the Client and all frrirules,
claims, lasses, expenses, damages, or claim expenses arLsirtig o i$ AgreemenE from any
cause or cawea, shaft Trot exceed the tohl fees atlas ved by Architect hereunder (or if
tmthing has been paid, that Umited to the Co ee). 'hrdr causes include, bat are not limited
to, Architects negligence, strict lla ach of contract: or breach of warranty. Specific
consideration has been given tact for this limitation and such consideration is deemed
adequate. If this pr vohrea constructicsr phase cervices and Architect is not hired to
provide A rat monitoring, site visits, shop drawing review and design cJarifkations,
Client to indemnify and hold harmless Architect from any Eability arising from the
STANDARD OF CARE. In provIdirrg services under flit Agreement, Architect will exercise
rea9onable skill, care, and diligence in the performance of its services and will carry out its
responaibiHties !n accordance with customarily accepted profeaionat Archi6ectrtral prRarcttcm is
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Archltectb community. No warranty, expressed or Implied, is included in this Agreement or in
any drawing, specification, reporq or opinion produced pursnar~t to thGt Agnrenaent
WORK IN pROGRESB. It L4 agreed and understood that any work performed by Archf~writ~6etlii,
not be deemed complete, nor may it be gelled upon as compk:te, unW delivery Architect in
sealed and signed project Prior to final completion, any information generated by
the performance of theft service, whether 3n the form of plant„ plait, reports or other work items
(whether provided in written, electronic or other format) shall all be ~ erect ere prat ola fin~u~y
work in progress and subject to revidon. Architect caruwt guaran ta~h'
informatton for any party's purposes and shall have no IiabiBty or responsibility whatsoever for
the use of such prellmtnary information by the Client or others.
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~`aENERAL PROVISIONS
These General Provisions are Inoorpomted by reference inh Nre a4avhed proposal letter (the -Proposal•).• Acceptance of the Proposal try the
recipient (gtenfi) conslmrtes an apreemen~(Nte'Agreemenf'j between the parties vdUr respect b the protect re(erenoed h the Proposal (8te
'Pratevtq and the paNes' Intent to be hound~,thereby. Therefore, In consideration ~ the promises contained in this Agreement, Cllent end NSPJ
agree as fellows:
ARTICLE 1 • SCOPE OF SERVICES
NSPJ shah perfam ar provide the plo(essloiral piannipg SaMcea
desalted h the t~roposa[ (tire 'Services"}, based on. irdorma8on
pfovided by the -CRent If Ute glen( directs NSP3 6o ctatEpe: the
driginal scdpe N s~vkres,. or if fie Senfces are agacbed bZ a
material charge h Nre ?rojecl a wirllen amendmerif to Efila
Agreement, equifeDly adjtrstNg fhe Iroopd,.compensalfon, sc>edule
endfor terms and conditions Nrereunder; vdN ba executed as aoarr as
practical.
ARTICLE 2 •.SCNEgULE
NSPJ shstfpertonm:~:Services.as experNliarsty as b aonNiterdviith
pro~sa6orral skit arid. care acsordfng b the a~iedute delyied ~. Nu:
Proposal, or as aurJrsdreditle may 6eadjuskd-6ya dulyexaoetiid
amendment to. Uiis Agreement NSPJ sheN. not be sooiNidersd in
default of drls Agreement for delays in pr+rforrr~noe caused by
elraenstances beyond NSPJ's reaaonetile ronlyd. 'Slrosrld srrdr
drr~rtsbrnQas rrtxlir, NSPJ: rifteN, VNNtlft= 8:red'spna~e .fiine. t~
rtoilce to.Cltenldesaf6ing.lhe ~ an9 fpe-ate tr~rg
rimde to resurtta:petformance. NSP:I shad-De granted g:reafoltatte.
exlensiort of drib felt ~-Y delay M11ts peiiamanr?a caused by aqy
such.clrcumstances.
ARTICLE 3 • CQMAFNSATION
CNettt shop pay NSPJ h aawrdance xt~ the eropo_ssl, or:as arch
wmpensatiort.rrtay be adpated by a-~dyeireattad amertdma-t b
this AA-eemer-t Involves ahdl be .~. end payable: ypon rai~iyt
CtieM shall give prempCwdlhn ItotlCe of aey.dbptried •smaunt:and
shelf pay the rerna>idrig amotilit involve amobafa nyt pehiwAldn 30
days aRer reodptshali acaue Interest at tiie~rali9.of 1JiS( per rtwnth
(or Nre nrexinium rate Permfhed by law; .ti tessj, wNh .payments
applied7rsl h accrliod interest and then ~ uspah prat
ARTICLE 4 • CLfENT'S RESPONStBILiTfES
Clhrtt shah per6xm.arM provldethe fagorVbg h a arnebrrtrerater so-as
mil ~ delay 11hzServloeb o f NSPJ:
a. Plana at NSPJ's disposal all avalabJe fnlonnaCgn pertinent to Nre
e wand NSPJ rr~y rely qi gre eacumoy and oomplelerRss of er~h
b. Designate the name and address of a person ~ act as CNenTs
repre,RBrdeNve, S<rd- person Y,tN have cor-ytlela autlxtdty to transmit
hsinrctiorts, receive tnfotmagon and notices, and.lntarpret and dame
pienfs dedsfats vdtii respect to NSPJ's SerGrces lor.the Protect
c. Give prompt notice to NSPJ vArm-ever tbknt beoames aware of
arty devetopntertl Neat aHeds the scope a'timingof NSPJ h Services,
ar anydafecth the Services of NSPJ.
d. Advise NSPJ .of the Wentity and scope of servives of any
indepdrdenl vonsullants retdrted by CNent to provide servkes in
regent b the Project
ARTICLES • STANDARD OF CARE
The-same degree of cue, SicE, and dtigenre shah be exercised by
NSPJ in the performance of Ilre SeMCes as is erdtnartty possessed
and exerdsed by members of the same profession, cutrenNy
practicing, under similar circumstances.
ARTICLE 8 • LIABILITY AND INDEMNIFICATION
a. NSPJ agrees to indemnNy.and hold Ifre CNenl hanrtiees from.
and agahst legal NabNity for aN lodgments, fosses, damages, and
expenses to the extent suds Judgtnsnts, fosses, dagl8ges; or
expenses are caused by NSPJ's rregfigant acts, errors, or oinlsalons
benaNls of Na
SBndces, the
to Clem for a
pi any
h glen( for i
ARTICLET • INSURANCE
._ NSP~I mefnt°p[ftlatorjr WdrkefzC' Gado~erfsaaofr,lrreiparrpe fi
4ddNicn. m .General LlattT~r, Automobtla llatiiiry and' Prok;slonel
('gars end omissia-sq' 41a6lnigr.Insurar~e,oovelayes In.audt Nm(ts
as NSPJ.deetnsreaeaiablsandnereasaryr far Na:pralscfon,
0. Upon wrNlen request NSPJ abaN fumL9li CNentwNlt oeres
of hsurarwe. es evidence of Uie iareggingl whkh Grduda :a
prnYrsbn that such hsUrffiica shah not be tanoeted wNhbui al !east
arty deys'wriNen aotloe tp CNent.
ARTICLE B • t.IMITA710N&.OF REBPONSIBILtTY
fiSPJ shat not be resporisAde 'for Nre: fe~rre of any Project
parNdpanf not ur-der cantracf to NSPJ, to fuTiN oodlrac(uel
te~nsiMEthslo CNanl or t0 complywitli isderel~ stets, or beet laws;
ragutatlorls, and oode8.
ARTICLE 9 - REUSE OF DOCUMEttT8
AN documents prepared by NSPJ pursuant l0 015 Agreement are
hstrurrrenls of NSPJ's services in respect to' the Pro~J. Any use.
eiaept for the. apecflk purpose Yitended by IMs Agresntertl wN be: of
the user's sole dak and wiNrwl Nattily or legal exposure b NSPJ.
ARTICLE 10 • lNT@LLECTtIAL PROPERTY
NSPJ aheti r~aln fla ownerahp rights in Ri.deegns, drawing.detaNs,
apecNicetians, data bases, computer sallsrare, and otirer proprlatgry
property. htellectu~ p-operlX devehtped, utilized, or n-odrNed h the
pedormance ottlre Services shah tamale the properly ofNSPJ.
ARTICLEII-TERMINATIONISUSPENb'KJN
a. TMs Agreemenfrrrey be terminated b7f eiNrerpady upon vrritten
nonce in the event of t<ubslandal taNure tty a16.ptllet party b pedotm
In arxwrdence xiNr Ure terms of this Agreement The nanpertamlog
party shall have td calendar days from Ihe-recdpldthe termination
notice to are or b submit a plan for cure aoceptabie t6 the cthef
party.
b. Ctiart may terminate a suspend performance d IMs Agreement
(or giant's oonventence upon written notice to NSPJ. NSPJ shall
terminate or suspend performance of the Servks on a schedule
aooepleble to giant and CNent shall pay NSPJ for aN die Services
performed plus reasonade lerminafion or suspension expanses.
Plenniny OP Aeachmont
042602
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GENE:RaL PRQVISIONS
G~~t~~
Upon restart of suspended Servioea, an equYaMe ad~dbrratl ahaN
be made to NSPJ ~ campansadon and sshedole ofpertortnanoa.
At:ntt.r ~s-asrurts
a: In'Ihe event of a c~ptrte 6etyreen GYent atuf NSPJ adsYtg airtal
or related ro this Agteamenl; the aggrieved party eAaU~btiy the
other Ply of the disputer+lU~kt a:r~sanslite'rme afar dr dts~le
areas. ft the PerNes't~rrat tliereafler.reeolve the d~pute, each
party aheU itpminale=a :aant~~~lDo9r oft Ne. ri~ney@r~rd .b. meat ro
t0
c. Uu-trW'U!spends!fcy;cF~rVdfepule.lheparges;laaltcontyaie
Prann4p GP Albctunent
ARTIGLElS • SEVERABIUTY
The tnvalidiryl, UlegaUy, b( ~nenlorceabUliy of any provis[on of Orts
Agreement or U-e abgrrtenoe of aey overt rendedng aryr podion or
provlefca of gds Agreement vo(d shag in no tvay afteci the vaYdlry or
enforceai~ily of any other portbp or proysion or tNs Agreement
Tha pfovtsiorrsot this Aracfa shay not pravertt.Ytis enUre:Agteerrtent
Nom beNg voM should a prtwibi9n whkb is.~ the essence of ihk
Agresmenlba delermiredvold.
ARTICI:te 16:; titfCCES~012$~AUD'/tSSl6NS
t~[il ond'NSPJ .ems biittls itself end: Y3- arrccessora, ezegrWfe,
addikifafrators, peruuftad sasigas;. IeDat rapretartaUreea•arid, 7n Uie
caeo. of a poMerahgi, Re p.:a!tiers; ro the outer pailji .fo 9ds
Agreement and. 6e the: >4, exeatlbrs, aatora;
' 8Slligna, repfeaentB~V&g, :~ p81b1e1S•e1~9UCirOYl6f
Pgh to respeq.to'alt p(oNeloneofthb Agreement
ARt~LE:t -A$$ItitYN1EMT
NeUhef ~Yeni tror NSPJ'aliatl asrsigo any tights or duties ureder itds
Agreernentwithoat tltg.ptiOrwMt@n consertt6f lhe:other paAy,:whidr
consent.ahaU not ba un[eesctiabTjr vAtl+iheld. Uidass olh~wise god
In the ivddert coeseitt ~O.ttn ai6(yASnOrtt; do esstgttrtteltt t,~lreaese
ARf~t_E 18 • NO THIRD PARTY RIOFtTS:
7t+e 5ervioes proNded foi in UrisAgreement are (or ttre cote rtes artd
i>. of tint end PISP;t eind;noAdEg.~taY be ootlsbl~d b .giire
arty lior.bene>iia ~ dYterfttart the patUaghereta
O42eOY
III
AitTIC~E:44'• WAIVER
~4 walver:6y eiNret 611enYOr NSPd of any breach of Uda Agreement
shall be ii.vrtitlrg: Sash a walYar:ah~l not.alfe.ct Uie waiii~ng prettts
iiplit3wAli r$spaeTebdnyiYllii¢~ arfiurYrer tinYach.