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HomeMy WebLinkAboutR-2018-007 Master Planning Services Agreement with Confluence Co., Inc. RESOLUTION NO. R-2018-007 A RESOLUTION APPROVING AN AGREEMENT FOR MASTER PLANNING SERVICES AND APPROVAL OF TASK ORDER NUMBER ONE BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND CONFLUENCE COMPANY, INC. WHEREAS, the City of Riverside, Missouri, (the "City") desires to retain the services of a landscape architecture firm whose duties and responsibilities would include those of master planning E.H. Young Riverfront Park; and WHEREAS, the Board of Aldermen approved Resolution 2017-095 authorizing City staff to negotiate a professional services agreement with Confluence Company, Inc. ("Confluence"); and WHEREAS, a Master Agreement for Design and Planning Services (the "Agreement") (attached hereto and incorporated herein) is structured to provide the general expectations for the City and Confluence and more specific services required, such as the E.H. Young Riverfront Park Master Planning (the "Project") will be authorized in the form of Task Order No. 1 (attached hereto and incorporated herein); and WHEREAS, the City's Board of Aldermen finds and determines that the City's best interests are promoted by entering into the Agreement and Task Order No. 1 with the Confluence for park master planning, as recommended by City staff. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Board of Aldermen hereby approves the Agreement and Task Order No. I by and between the City of Riverside and Confluence, in substantially the forms attached hereto, and the Mayor is authorized to execute the Agreement and Task Order No. 1 on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, Capital Projects and Parks Manager, and other appropriate City officials are hereby authorized to take all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized; PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri,the 2"d day of January 2018. l A ' M or Kathleen L. Rose Robin Kincai , ity Clerk EXHIBIT"A" TASK ORDER NO.1 This Task Order is made as of this 2"a day of January 2018, under the terms and conditions established in the MASTER AGREEMENT FOR DESIGN + PLANNING SERVICES, dated January 2, 2018 (the Agreement), between The City of Riverside, Missouri (Owner) and Confluence Company,Inc.(CONFLUENCE). This Task Order is made for the following purpose,consistent with the Project defined in the Agreement: CONFLUENCE will provide professional Landscape architecture services for the EH Young Ri✓erfront Park toward the development of a Master Plan of Improvements. This Master Plan development process will include Discovery and Goa/Setting, Opportunity and Constraints Analysis, Public Outreach,and Park Master Plan graphic and document ARTICLE 1-DESIGN TEAM CONFLUENCE will subcontract with the following subconsultants(together with CONFLUENCE referred as the Design Team) in order to provide the Owner with the comprehensive scope of services outlined in Article 2-Scope of Services: Civil Engineer. Burns + McDonnell,Inc. Ecologist: Applied Ecological Services For the purposes of this scope of services,these subconsultants will be engaged only at key stages of the master planning activities and design process-with a focus on efficiently providing their respective expertise and recommendations as part of the design team. They will not attend every meeting. ARTICLE 2-SCOPE OF SERVICES 1.0 TASK: DISCOVERY and GOAL SETTING 1.1 Attend a meeting with Staff and City Leadership- This initial meeting with the City will be to convey to the Design Team broad vision and budget ranges and expectations. We will review the scope and schedule together to establish milestones and meeting dates for planning purposes. 1.2 Steering Committee/Kick Off Meeting-The Design Team will lead and facilitate an initial meeting with the Steering Committee. The purpose of this meeting will be to do the following: 1.2.1 Clarify Schedule and Timeline 1.2.2 Develop set of working goals and vision-guiding principles 1.2.3 Develop and confirm Public Engagement Plan 1.2.4 Review base map and initial opportunities and constraints(outlined in Task 2 below) 1.2.5 Park Walk and Tour-This walk and drive through the park will give all the Steering Committee members the opportunity to directly interact with members of the Design Team and City Staff to identify specific concerns and special features of the park. After the tour,the group will reassemble at City Hall(or other nearby meeting location determined by the City)to discuss and document their observations and thoughts. 1.3 Quantify Existing Park Usage-through a discussion with City Park and Recreation Staff and review of City documentation, CONFLUENCE will assemble an estimate of park usage. This information will be used to assist in quantifying identified goals. 1.4 Data Review-the design team will review the Riverside Comprehensive Plan,the existing ETC survey,and other documents the City makes available. TASK ONE DELIVERABLES-Meeting Minutes,Park Usage Findings memo 2.0 TASK: OPPORTUNITIES AND CONSTRAINTS ANALYSIS 2.1 Site Data Collection and Analysis-The Design Team will graphically convey the opportunities and constraints of the park site in plan view. 2.2 Base Map Data-The City will make available a high-quality scan of all previous construction drawings and any other base CAD files, utility and public infrastructure plans,or other drawings related to the site and the surrounding area. The Design team will assemble available GIS information to create abase map adequate to provide a quality high-level master plan of the park. This base map will not be adequate for construction documentation and is not a topographic survey. 2.3 Opportunities and Constraints-Observations of the Design Team and the Steering Committee and Staff will be assembled over the base map,identifying the opportunities and constraints of the site. Elements considered will include existing facilities and structures, vehicle and pedestrian circulation,pavements,connections,ingress and egress,terrain and topography,vegetation,drainage patterns, flood zones,and views. TASK TWO DELIVERABLES-Plan view Opportunities and Constraints in electronic format and printed copy. 3.0 TASK: PUBUCOUTREACH 3.1 Public Outreach Plan—The public outreach plan will be reviewed and approved at the first Steering Committee Meeting 3.2 Focus Groups and Key Leader Interviews—The Design Team will facilitate and conduct a series of Focus Groups over the course of a day. These focus groups may vary in size,depending upon the group composition. This will be a day to listen to ideas,concerns, concepts and park perceptions. The Design team will take notes,ask questions,and allow for free conversations. 3.3 Community Open House Meetings —The Design Team will facilitate a series of two open house meetings during the design process. Meeting 01 will include preparation of several exhibits and activities for the public to learn and engage in the planning process. These citizen-driven activities may include preferences on new park facilities,park themes or stories for interpretation,sharing of opportunities and constraints of the park,goal review and prioritization,and other activities designed to understand what the Citizens of Riverside want from this particular park and the park system as a whole. Some of the desires may not fit into this park,but may provide good information for the City to understand where their park system needs to expand or grow. Meeting 02 is further described in Task 5 activities below. 3.4 Online Engagement—Using the existing city website and Facebook page,the Design Team will create content for the City's use in publishing and sharing for those notable to attend the two community open house meetings in person. The Online opportunities will closely reflect those stations and methods that are used at the Community Open House including a preference survey for specific park facilities. Additional content will be provided following the second Community Open House and the development of a draft Park Master Plan. TASK THREE DELIVERABLES—Focus Group meeting minutes,Community Open House meeting minutes and results,and online survey results. 4.0 TASK: PARK OPERATION RECOMMENDATIONS 4.1 Interview Public Works about existing maintenance levels and capacity. As the park master plan is being finalized,we will also discuss the demands for maintenance and operations of a new park master plan and offer recommendations for special equipment or additional personnel to support new facilities. TASK FOUR DELIVERABLES—Findings memo with recommendations 5.0 TASK: PARK MASTER PIAN 5.1 Conceptual Sketch Plan Alternatives—The Design Team will prepare three conceptual sketch plan alternatives with supporting images or graphics that identify park elements and their relationships to each other. Concepts will include broad recommendations for adjoining property and linkages. Each of these alternatives will be assigned a broad level graphic cost designation($,$$,$$$,etc.)to illustrate the order of magnitude difference in anticipated costs relative to each concept. 5.2 Steering Committee Meeting 02—The Design Team will present the three alternatives to the Steering Committee fortheir recommendations and comment. 5.3 Community Open House Meeting 02—The Design Team will present the three alternatives from the Steering Committee for recommendations and comment. 5.4 Consolidate and Revise Master Plan—Based upon recommendations from the Steering Committee and the Community Open House, the three alternatives will be consolidated into a single Park Master Plan. 5.5 Construction Budget and phasing plan—A construction budget and phasing plan will be created based upon the consolidated Park Master Plan. 5.6 Master Plan Document—A draft Master Plan Document will assemble and describe the Park Master Plan Elements,the process used to get input and make decisions,park construction budget and phasing,and supporting text and images. This master plan will include a minimum of rendered site plan of the park and at least two 3-D renderings of the proposed park improvements. 5.7 Steering Committee Meeting 03—The Design Team will present the draft Master Plan and document to the Steering Committee for their review and recommendation for approval. The Board of Aldermen and Park Board will be invited to attend. 5.8 Park Master Plan Adoption—The Design Team will present the final draft Park Master Plan and Document to the City's Parks Board and Board of Aldermen for their review and approval. This will be a public meeting,which allows for more input and comment from the Community. TASK 5 DELIVERABLES—Three conceptual sketch alternative plans in electronic format and printed copy,Park Master Plan in electronic format and printed copy,two 3-D illustrations,Construction Budget and Phasing in excel spreadsheet,Master Plan document in pdf format, and a PowerPoint presentation to be used for final presentations. ARTICLE 3—ADDITIONAL SERVICES CONFLUENCE, at the request of the Owner, may perform additional services related to the project including but not limited to the list of services provided below. These and other additional services will be performed by CONFLUENCE as mutually agreed to by the Owner and CONFLUENCE prior to performance of the services. 1. Additional focus group meetings for specific populations 2. Additional steering committee meetings 3. Additional revisions/consolidations to the park master plan or graphics 4. Additional 3-d renderings and illustrations of the proposed improvements 5. Printed copies of the master plan document ARTICLE 4—SCHEDULE CONFLUENCE will begin services upon receipt of a signed agreement from the Owner and will work diligently to provide the scope of services according to an anticipated project schedule to be developed along with the Owners input during the project initiation meeting. CONFLUENCE anticipates completion of the services outlined in Task Order No.1 by lune 2018 based on receiving an authorized agreement/notice to proceed from the City of Riverside on January 2, 2018. The Owner and CONFLUENCE agree to amend the project schedule if necessary to accommodate unplanned delays in review by the Owner and/or other project partners/stakeholders, and for any other extenuating circumstances that are beyond the control of CONFLUENCE. ARTICLE 5—FEES AND EXPENSES 1. We propose to perform the services described in Article 1: Scope of Services:Task One—Discovery and Goal Setting on a Lump Sum basis. The Lump Sum is$3,500.00(three thousand five hundred dollars). 2. We propose to perform the services described in Article 1: Scope of Services:Task Two—Opportunities and Constraints Analysis on a Lump Sum basis. The Lump Sum is $5,000.00(five thousand dollars). 3. We propose to perform the services described in Article 1: Scope of Services: Task Three — Public Outreach on a Lump Sum basis. The Lump Sum is$12,000.00(twelve thousand dollars). 4. We propose to perform the services described in Article 1: Scope of Services: Task Four— Park Operations Recommendations on a Lump Sum basis. The Lump Sum is $2,000.00(two thousand dollars). 5. We propose to perform the services described in Article 1: Scope of Services: Task Five — Park Master Plan on a Lump Sum basis. The Lump Sum is$27,500.00(twenty-seven thousand five hundred dollars). 6. Total Design Fee Amount:$50,000.00 (fifty thousand dollars). 7. Reimbursable expenses, including travel and printing are not included in the services fee. Expenses will be billed in accordance with the rates shown on the attached rates and expenses schedule. Estimated Reimbursable Expenses = $2,250.00 If the project is suspended for more than three(3) months, or abandoned in whole or in part,CONFLUENCE shall be paid their compensation for services performed prior to receipt of written notice from the Owner of such suspension or abandonment,together with reimbursable expenses then due and all terminal expenses resulting from such suspension or abandonment. ADDITIONAL SERVICES FEES Additional services performed by CONFLUENCE will be provided on a basis mutually agreed to by the Owner and CONFLUENCE prior to performance of the services BILLING SCHEDULE Service fees and reimbursable expenses will be billed to the Owner on a monthly basis by CONFLUENCE. Payment is due upon receipt of invoice. The Owner agrees to provide payment to CONFLUENCE within thirty (30) days of the invoice date in accordance with the Master Agreement for Design Services. Nonpayment after sixty (60) days from date of invoice shall be just cause for suspension of work by CONFLUENCE. ARTICLE 6—EXCLUSIONS 1. This scope of services does not include a topographic or boundary line survey. 2. This scope of services does not include the final printing of the park master plan document. ARTICLE 7—OWNER'S RESPONSIBILITIES Owner shall perform and provide the following in a timely manner so as not to delay the Services of CONFLUENCE, and CONFLUENCE may rely on the accuracy and completeness. However,CONFLUENCE agrees to advise Owner promptly, in writing, if it observes any inaccuracy or incompleteness in the following: 1. Authorize CONFLUENCE in writing to proceed[authorization to proceed is given by the execution of this Agreement]. 2. Place at CONFLUENCE's disposal all available information pertinent to the Project, including previous reports, drawings, specifications or any other data relative to the design or construction of the Project. 3. Designate in writing a person to act as Owner's representative, such person to have complete authority to transmit instructions, receive information,and interpret and define Owner's decisions with respect to CONFLUENCE's Services for the Project. 4. Render decisions and approvals as promptly as necessary to allow for the expeditious performance of CONFLUENCE's Services. 5. Obtain, arrange, and pay for all advertisements for bids, permits, licenses,easements, rights-of-way, and access necessary for the performance of CONFLUENCE's Services. 6. Make Owner's facilities available to CONFLUENCE as required for performance of the Services under this Agreement, and provide labor and safety equipment required for access. 7. Require all construction contracts to include provisions requiring Contractors to indemnify Owner and CONFLUENCE and requiring Contractors to name Owner and CONFLUENCE as Additional Insureds on Contractors'liability insurance policies. 11. Give prompt written notice to CONFLUENCE whenever Owner becomes aware of any development that does or may affect the scope or timing of CONFLUENCE's Services, or any defect in the Services of CONFLUENCE or its sub consultants, or the work of construction Contractors. 12. Owner to provide project manual front-end specification documents for bidding and construction. 13. Advise CONFLUENCE of the identity and scope of services of any independent consultants retained by Owner to provide services in conjunction with this Project. Unless otherwise provided in this Agreement,Owner shall bear all costs incident to compliance with the above items. ARTICLE 8—PROJECT ASSUMPTIONS The following is a list of assumptions CONFLUENCE has made in preparation of this Agreement. 1. The City of Riverside will provide prior construction plan documents for the park as well as any base data they have at their disposal. 2. The City of Riverside will provide meeting facilities for all events and meetings identified. 3. The City of Riverside will maintain addresses and contact information and communicate with all steering committee members and focus group members regarding the meeting time, place and content. Except to the extent modified herein,all terms and conditions of the Agreement shall continue in full force and effect. The City of Riverside,Missouri Confluence Company,Inc. (Owner) (CONFLUEN _,o By: By: (Name) Wm. Christopher Cline Title: Title: Principal/5r. Vice President Date: i-�-/F� Date: _01/02/18 EXHIBIT'A' conFLUEnCE STANDARD HOURLY RATES Senior Principal......................................................................................................................$160.00-$200.00 per hour Principal.................................................................................................................................$140.00-$185.00 per hour Associate Principal.................................................................................................................$130.00-$160.00 per hour Associate...............................................................................................................................$110.00-$150.00 per hour Senior Project Manager.,........................................................................................................$100.00-$140.00 per hour ProjectManager.......................................................................................................................$90.00-$110.00 per hour Senior Landscape Architect.....................................................................................................$90.00-$110.00 per hour Landscape Architect................................................................................................................$80.00-$100.00 per hour Senior Project Planner..............................................................................................................$90.00-$110.00 per hour PlannerII..................................................................................................................................$80.00-$100.00 per hour PlannerI.................................................................................................................................... $70.00-$90.00 per hour Landscape Architect-In-Training.................................................................................................$70.00-$90.00 per hour Landscape Architect Intern.........................................................................................................$60.00-$75.00 per hour Draftsperson..............................................................................................................................$50.00-$75.00 per hour GraphicDesigner.......................................................................................................................$70.00-$90.00 per hour Clerical/System Staff................................................................................................................$42.00-$70.00 per hour REIMBURSABLE EXPENSES FilingFees........................................................................................................................................................1.15 x cost LongDistance Telephone Calls........................................................................................................................1.15 x cost Materialsand Supplies.....................................................................................................................................1.15 x cost Mealsand Lodging...........................................................................................................................................1.15 x cost Mileage.......................................................................................................................................................$.535 per mile Postage...........................................................................................................................................................1.15 x cost Printingby Vendor............................................................................................................................................1.15 x cost B/W Photocopies/Prints 81/e x 11 ......................................................................................................................$.05 each B/W Photocopies/Prints 11x17.........................................................................................................................$.09 each Color Photocopies/Prints 8Yz x 11.....................................................................................................................$.65 each Color Photocopies/Prints 11 x17......................................................................................................................$1.50 each LargeFormat Plotting-Bond.............................................................................................................................$2.50/SF LargeFormat Plotting- Mylar .............................................................................................................................$4.50/SF Large Format Plotting-Photo ............................................................................................................................$5.00/SF CompactDiscs...............................................................................................................................................$2.50 each Booklet Binding (cover,coil, back)...................................................................................................................$4.50 each FoamCore .....................................................................................................................................................$8.00 each EaselPads ...................................................................................................................................................$32.75 each ElectronicFiles...............................................................................................................................................$50.00 Each OnlineMeeting Service..................................................................................................................................$35.00 Each Effective 1/1/2017 MASTER AGREEMENT FOR DESIGN+PLANNING SERVICES THIS AGREEMENT is entered into between The City of Riverside, Missouri (Owner)and Confluence Company,Inc.(CONFLUENCE),for the following reasons: 1. Owner intends to create a master plan for improvements to EH Young Riverfront Park, and to facilitate a series of community and stakeholder meetings to identify enhancement opportunities. Through the course of these meetings and conversations,there may be ideas and concepts generated that extend beyond the boundaries of EH Young Park, including other park and development sites located throughout the City of Riverside. This agreement is intended to provide flexibility for the City(at its sole discretion)to continue working with Confluence to assist the City in further design, planning, and implementation of the ideas and concepts generated during the planning and community outreach process,and to provide additional design and planning services for various other sites throughout the City as determined by the City of Riverside(the Project);and, 2. Owner requires certain design services in connection with the Project(the Services);and, 3. CONFLUENCE is prepared to provide the Services. In consideration of the promises contained in this Agreement Owner and CONFLUENCE agree as follows: ARTICLE 1-EFFECTIVE DATE obligations under this Agreement or Task order that rises to The effective date of this Agreement shall be January 2,2018. arbitration or litigation,the prevailing party shall be entitled to ARTICLE 2-TASK ORDERS reimbursement of arbitration costs and reasonable attorney's fees. Task Orders shall be used to describe the parties' mutual CONFLUENCE shall not be bound by any provision or agreement agreement on the scope of the Services,schedule,compensation requiring waiver of any rights to a mechanics' lien,or any provision and other particulars as stated therein. Task Orders shall be in the conditioning CONFLUENCE's right to receive payment for its general form shown in attached Exhibit"A". Task Orders are professional services upon payment to Client by any third party. binding only after acceptance and execution by duly authorized These General Conditions are notice,where required,that representatives of both parties. Each Task Order shall govern the CONFLUENCE shall file a lien whenever necessary to collect past parties' rights and obligations with respect to each assignment, but due amounts. all within the framework of this Agreement. In the event of an ARTICLE 6—LATE PAYMENTS inconsistency between the terms of any Task Order and the terms Accounts unpaid 60 days after the invoice date may be subject to of this Agreement,the terms of this Agreement shall prevail. a monthly service charge of 1.5%on the then unpaid balance ARTICLE 3-SCOPE OF SERVICES (18.0%true annual rate),at the sole election of CONFLUENCE, in CONFLUENCE shall provide the Services described in Section A the event any portion or all of an account remains unpaid 90 days (Scope of Services)of each Task Order, after billing,the Client shall pay all costs of collection, including reasonable attorney's fees. ARTICLE 1-SCHEDULE CONFLUENCE understands that time is of the essence as it pertains ARTICLE 7-OWNER'S RESPONSIBILITIES to firm deadlines and shall exercise its reasonable efforts to Owner shall be responsible for all matters described in Section D perform those Services within the time frame set forth in Article 3 (Owner's Responsibilities), of each Task Order. In addition,Owner (Schedule)of each Task Order. shall perform and provide the following in a timely manner so as not to delay the Services of CONFLUENCE: ARTICLE 5-PAYMENT (a) Place at CONFLUENCE'S disposal all available information Client shall be invoiced as professional services are completed and pertinent to the Project, including previous reports,drawings, reported at CONFLUENCE's option, either monthly or at end of specifications or any other data as may be reasonably required project. Client agrees to pay each invoice within thirty(30)days of by CONFLUENCE to perform its Services. its receipt. Client further agrees to pay interest on all amounts (b) Give prompt written notice to CONFLUENCE whenever Owner invoiced and not paid or objected to for valid cause in writing becomes aware of any development that affects the scope or within sixty(60)days of invoice date at the rate of nine(9) percent timing of CONFLUENCE'S Services,or any defect in the Services per annum(or the maximum interest rate permitted under of CONFLUENCE. applicable law), until paid. Client agrees to pay CONFLUENCE'S (c) Advise CONFLUENCE of the identity and scope of services of cost of collection of all amounts due and unpaid after sixty(60) any independent consultants retained by Owner to provide days, including court costs and reasonable attorney's fees. The services in regard to the Project. parties agree that in the event of a dispute regarding the The City of Riverside, Missouri//Design + Planning Services Master Agreement Page 12 ARTICLE 8-STANDARD OF CARE comprehensive general liability and auto liability insurance policies The same degree of care,skill,and diligence shall be exercised in and agree to indemnify Client and CONFLUENCE in language the performance of the Services as is ordinarily possessed and reasonably satisfactory to both Client and CONFLUENCE. Similarly, exercised by a member of the same profession, currently CONFLUENCE shall list Client as additional insured on the coverage practicing, under similar circumstances in the area of the project. it provides under this Agreement and Task Orders. ARTICLE 9-INDEMNIFICATION AND LIABILITY CONFLUENCE shall,within 10 days of the Effective Date,furnish General. Having considered the potential liabilities that may exist Owner certificates of insurance which shall include a provision that during the performance of the Services,the relative benefits and such insurance shall not be canceled without at least thirty days' risks of the Project, and CONFLUENCE'S fee for the Services,and in written notice to Owner. consideration of the promises contained in this Agreement, Owner and CONFLUENCE agree to allocate and limit such liabilities in CONFLUENCE and Owner waive all rights against each other and accordance with this Article. their directors,officers, partners, commissioners,officials,agents, Indemnification. CONFLUENCE agrees to indemnify and hold the and employees for damages covered by property insurance during Owner harmless from and against legal liability for all judgments, and after the completion of the Services. If the Services result in losses,claims, damages,and expenses to the extent such any construction related to the Project, Client will use reasonable judgments, losses,claims, damages,or expenses are caused by efforts to cause a similar provision to be incorporated into all CONFLUENCE's negligent acts,errors,or omissions arising out of construction contracts entered into by Owner to protect Owner its performance of the Services or the performance of its and CONFLUENCE to the same extent. consultants or any other entity for whom CONFLUENCE is legally ARTICLE 11-LIMITATIONS OF RESPONSIBILITY responsible. In the event judgments, losses,damages, or expenses CONFLUENCE shall not be responsible for(a)construction means, are caused by the joint or concurrent negligence of CONFLUENCE methods,techniques, sequences, procedures,or safety precautions and Owner,they shall be borne by each party in proportion to its and programs in connection with the Project;(b)the failure of any own negligence. contractor, subcontractor,vendor,or other Project participant, not Limitation of Liability. To the fullest extent permitted by law,the under contract to CONFLUENCE,to fulfill contractual total aggregate liability of CONFLUENCE and its subconsultants to responsibilities to Owner or to comply with federal,state,or local Owner for all judgments, losses,damages,and expenses resulting laws, regulations,and codes;or(c) procuring permits,certificates, in any way from the performance of the Services shall not exceed and licenses,and preparation of right of way and easement the total amount of applicable insurance coverage maintained by acquisition documents for adjacent private property required for CONFLUENCE. any construction unless such procurement responsibilities are Consequential Damages. To the fullest extent permitted by law, specifically assigned to CONFLUENCE in a Task Order. each party waives its claims for consequential damages against the ARTICLE 12.OPINIONS OF COST AND SCHEDULE other arising from the performance of the obligations under this Because CONFLUENCE has no control over the cost of labor, Contract. materials, or equipment furnished by others,or over the resources Survival. The terms and conditions of this Article shall survive provided by others to meet Project schedules,CONFLUENCE's completion of the Services, or any termination of this Agreement. opinion of probable costs and of Project schedules, if any,shall be ARTICLE 10-INSURANCE made on the basis of experience and qualifications as a design CONFLUENCE shall keep and maintain its current insurance professional. CONFLUENCE does not guarantee that proposals, policies, including professional liability insurance and bids,or actual Project costs will not vary from CONFLUENCE's cost comprehensive general liability insurance in minimum amounts of estimates or that actual schedules will not vary from $1,000,000 per occurrence and $2,000,000 for all claims,for the CONFLUENCE's projected schedules. duration of the project. In addition,CONFLUENCE shall maintain ARTICLE 13-REUSE OF DOCUMENTS professional liability insurance for a period of three(3)years after All documents, including, but not limited to, drawings, substantial completion of the Project that is the subject of each specifications, and computer software prepared by CONFLUENCE Task Order. If Client desires additional insurance,CONFLUENCE pursuant to this Agreement are instruments of service in respect to shall use its best efforts to obtain the additional insurance, but the Project. They are not intended or represented to be suitable Client shall reimburse CONFLUENCE for any additional premium or for reuse by Owner or others on modifications or extensions of the other related costs that CONFLUENCE thereby incurs. Client will Project or on any other project. This restriction does not bar use its best efforts to ensure that the construction contractor(s) Owner's use of all documents for care and maintenance of the name CONFLUENCE as an additional insured on their The City of Riverside, Missouri//Design + Planning Services Master Agreement Page 13 Project that is the subject of the Task Order. Any reuse without caused by CONFLUENCE's acts or omissions for any of the prior written verification or adaptation by CONFLUENCE for the supplies, materials,accesses,or services required to be provided by specific purpose intended will be at Owner's sole risk and without either Owner or CONFLUENCE under this Agreement or any Task liability or legal exposure to CONFLUENCE. Any verification or Order. CONFLUENCE shall be granted a reasonable extension of adaptation of documents will entitle CONFLUENCE to additional time for any delay in its performance caused by any such compensation at rates to be agreed upon by Owner and circumstances. CONFLUENCE. Should such circumstances occur,the nonperforming party shall, ARTICLE 14.OWNERSHIP OF DOCUMENTS AND INTELLECTUAL within fourteen(14)days of being prevented from performing, give PROPERTY written notice to the other party describing the circumstances Except as otherwise provided herein,construction documents, preventing continued performance and the efforts being made to drawings,and specifications prepared by CONFLUENCE and resume performance. furnished to Owner as part of the Services shall become the ARTICLE 77-NOTICES property of Owner, provided, however,that CONFLUENCE shall Any notice required by this Agreement shall be made in writing to have the unrestricted right to their use. CONFLUENCE shall retain its copyright and ownership rights in its design, drawing details, the address specified below: specifications,data bases,computer software,and other Owner's Project Manager: proprietary property. Intellectual property developed, utilized,or Ms. Noel Challis,Capital Projects and Parks Manager modified in the performance of the Services shall remain the City of Riverside, Missouri 2950 N.W.Vivion Road property of CONFLUENCE. Riverside, Missouri 64150 ARTICLE 15-TERMINATION AND SUSPENSION This Agreement may be terminated by either party upon written CONFLUENCE: notice in the event of substantial failure by the other party to Mr.Wm.Christopher Cline, Principal/Sr.Vice President perform in accordance with the terms of this Agreement;. 417 Delaware Owner may terminate or suspend performance of this Agreement Kansas City, Missouri 64105 for Owner's convenience upon written notice to CONFLUENCE. In the event of Owner's termination for convenience, CONFLUENCE Nothing contained in this Article shall be construed to restrict the shall cease or suspend performance of the Services on a schedule transmission of routine communications between representatives acceptable to Owner,and Owner shall pay CONFLUENCE for all the of Owner and CONFLUENCE. Services performed plus direct termination or suspension expenses ARTICLE 18-DISPUTES that cannot reasonably be avoided. Upon restart of suspended In the event of a dispute between Owner and CONFLUENCE arising Services,an equitable adjustment shall be made to CONFLUENCE's out of or related to this Agreement,or any Task Order,the compensation and the Project schedule. aggrieved party shall notify the other party of the dispute within a The provisions of this Article shall also apply to each individual reasonable time after such dispute arises. If the parties cannot Task Order, separate and apart from any other Task Orders,and thereafter resolve the dispute,each party shall nominate a senior without terminating or otherwise affecting this Agreement as a officer of its management to meet to resolve the dispute by direct whole. negotiation or mediation. ARTICLE I6-DELAY IN PERFORMANCE During the pendency of any dispute,the parties shall continue Neither Owner nor CONFLUENCE shall be considered in default of diligently to fulfill their respective obligations hereunder. this Agreement or any Task Order for delays in performance ARTICLE 19-EQUAL EMPLOYMENT OPPORTUNITY caused by circumstances beyond the reasonable control of the CONFLUENCE hereby affirms its policy to recruit and hire nonperforming party or of its consultants. For purposes of this employees without regard to race,age,color, religion,sex,sexual Agreement,such circumstances include, but are not limited to, preference/orientation, marital status,citizen status,national origin abnormal weather conditions;floods;earthquakes;fire;epidemics; or ancestry,presence of a disability or status as a Veteran of the war, riots,and other civil disturbances;strikes, lockouts,work Vietnam era or any other legally protected status. It is slowdowns,and other labor disturbances;sabotage;judicial CONFLUENCE's policy to treat employees equally with respect to restraint;and delay in or inability to procure permits, licenses,or compensation, advancement, promotions,transfers and all other authorizations from any local,state,or federal agency that are not terms and conditions of employment. i i The City of Riverside, Missouri//Design + Planning Services Master Agreement i Page 14 this Agreement and to the successors,executors,administrators, ARTICLE 20-WAIVER permitted assigns, legal representatives,and partners of such other A waiver by either Owner or CONFLUENCE of any breach of this party in respect to all provisions of this Agreement. Agreement shall be in writing. Such a waiver shall not affect the I ARTICLE 24-ASSIGNMENT waiving party's rights with respect to any other or further breach. Neither Owner nor CONFLUENCE shall assign any rights or duties i ARTICLE 21-SEVERABILITY under this Agreement without the prior written consent of the The invalidity, illegality, or unenforceability of any provision of this other party,which consent shall not be unreasonably withheld; Agreement or the occurrence of any event rendering any portion provided, however, CONFLUENCE may assign its rights to payment or provision of this Agreement void shall in no way affect the without Owner's consent. Unless otherwise stated in the written validity or enforceability of any other portion or provision of this consent to an assignment,no assignment will release or discharge Agreement or any Task Order. Any void provision shall be deemed the assignor from any obligation under this Agreement. Nothing severed from this Agreement, and the balance of this Agreement contained in this Article shall prevent CONFLUENCE from engaging shall be construed and enforced as if it did not contain the independent consultants, associates, and subcontractors to assist in r particular portion or provision held to be void. The parties further the performance of the Services. agree to amend this Agreement to replace any stricken provision ARTICLE 25-NO THIRD PARTY RIGHTS with a valid provision that comes as close as possible to the intent The Services provided for in this Agreement are for the sole use of the stricken provision. The provisions of this Article shall not and benefit of Owner and CONFLUENCE. Nothing in this prevent this entire Agreement from being void should a provision Agreement shall be construed to give any rights or benefits to which is of the essence of this Agreement be determined void. anyone other than Owner and CONFLUENCE. ARTICLE 22-INTEGRATION ARTICLE 26•GOVERNING LAW This Agreement,including Exhibit"A"(incorporated by this This Agreement shall be governed by the laws of the State of reference),and subsequently issued Task Orders(and their Missouri. respective attachments, if any), represents the entire and integrated agreement between Owner and CONFLUENCE.It ARTICLE 27—WORK AUTHORIZATION supersedes all prior and contemporaneous communications, Pursuant to RSMo 285.530(1), by its sworn affidavit, CONFLUENCE representations,and agreements,whether oral or written, relating hereby affirms its enrollment and participation in a federal work to the subject matter of this Agreement. authorization program with respect to the employees working regarding the contracted services. Furthermore, CONFLUENCE ARTICLE 23-SUCCESSORS AND ASSIGNS affirms that it does not knowingly employ any person who is an Owner and CONFLUENCE each binds itself and its successors, unauthorized alien regarding the contracted services. executors,administrators, permitted assigns, legal representatives I and, in the case of a partnership, its partners,to the other party to IN WITNESS WHEREOF,Owner and CONFLUENCE have executed this Agreement. The City of Riverside,Missouri Confluence Company,Inc. (Owner) (CONFLUE ) By: cai BY a j (Name) Wm. Christopher Cline Title: (J Title: Principal/Sr. Vice President_ Date: oZ��Q Date: 01/02/18 3 1 j CITY OF RIVERSI MISSOURI Upstream from ordinary. 2950 NW Vivion Road Riverside, Missouri 64150 MEMO DATE: January 2, 2018 AGENDA DATE: January 2, 2018 TO: Mayor and Board of Aldermen FROM: Travis Hoover RE: Change Order 6: HOUSTON EXCAVATING & DEMOLITION Horizons Fill Dirt (607-007) BACKGROUND: This change order for an additional $240,000.00 will allow us to continue the spreading and compacting of fill dirt To date, 3 locations in Horizons and the newest location near Argosy are receiving fill dirt. BUDGETARY IMPACT: Approximately $1,080,000.00 will be expended out of the Horizons Fill Dirt budget. Original Contract Amount $ 120,000.00 Total of Previous Changes $ 720,000.00 Total this Change Order $ 240,000.00 Current Contract Total $ 1,080,000.00 RECOMMENDATION: Staff recommends approval of the ordinance and acceptance of the change order with Houston Excavating & Demolition.