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Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
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Project No.: PR2201.271
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PROFESSIONAL SERVICES AGREEMENT
Select Agreement Type
TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY
(EAST)
Project No. PR2201.271
Council Date: December 7, 2023 Item No.
This Agreement (“Agreement”) is made and entered into on the ______ day of_________________, 2023
(“Effective Date”), by and between City of Chandler, an Arizona municipal corporation, ("City''),
and Barker Rinker Seacat Architecture, a Colorado corporation, ("Consultant") (City and
Consultant may individually be referred to as “Party” and collectively referred to as “Parties”).
RECITALS
A. City proposes to engage Consultant to provide Select Agreement Type for TUMBLEWEED
RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST) project as more
fully described in Exhibit "A", which is attached to and made a part of this Agreement by this
reference.
B. Consultant is ready, willing, and able to provide the services described in Exhibit “A” for
the compensation and fees set forth and as described in Exhibit ”B”, which is attached to
and made a part of this Agreement by this reference.
C. City desires to enter into an Agreement with Consultant to provide these services under
the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Consultant agree as follows:
SECTION I--CONSULTANT’S SERVICES
Consultant must perform the services described in Exhibit “A” to City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who
provides similar services in Chandler, Arizona exercises under similar conditions. All work or
services furnished by Consultant under this Agreement must be performed in a skilled and
workmanlike manner. All fixtures, furnishings, and equipment furnished by Consultant as
part of the work or services under this Agreement must be new, or the latest model, and of
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
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Project No.: PR2201.271
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the most suitable grade and quality for the intended purpose of the work or service.
SECTION II--PERIOD OF SERVICE
Consultant must perform the services described in Exhibit “A” for the term of this
Agreement. Unless amended in writing by the Parties, the Agreement term expires 462
calendar days after the Notice to Proceed (NTP) Date.
SECTION III--PAYMENT OF COMPENSATION AND FEES
Unless amended in writing by the Parties, Consultant’s compensation and fees as more fully
described in Exhibit “B” for performance of the services approved and accepted by City
under this Agreement must not exceed $356,535 for the full term of the Agreement.
Consultant may not increase any compensation or fees under this Agreement without the
City’s prior written consent. Consultant must submit monthly requests for payment of
services approved and accepted during the previous billing period and must include, as
applicable, detailed invoices and receipts, a narrative description of the tasks accomplished
during the billing period, a list of any deliverables submitted, and any subconsultant’s or
supplier’s actual requests for payment plus similar narrative and listing of their work.
Consultant must submit an Application and Certification for Payment Sheet with the monthly
request for payment to: CapitalProjects.Payables@chandleraz.gov. Payment for those
services negotiated as a lump sum will be made in accordance with the percentage of the
work completed during the preceding billing period. Services negotiated as a not-to-exceed
fee will be paid in accordance with the work effort expended on the service during the
preceding month. All requests for payment must be submitted to City for review and
approval. City will make payment for approved and accepted services within 30 calendar days
of City’s receipt of the request for payment. Consultant bears all responsibility and liability for
any and all tax obligations that result from Consultant’s performance under this Agreement.
SECTION IV--CITY'S OBLIGATIONS
As part of Consultant’s services under this Agreement, City will provide furnished items,
services, or obligations as detailed in Exhibit “D”.
SECTION V--GENERAL CONDITIONS
5.1 Notices. Unless otherwise provided herein, demands under this Agreement must be in
writing and will be deemed to have been duly given and received either (a) on the date of
service if personally served on the party to whom notice is to be given, or (b) on the third day
after the date of the postmark of deposit by first class United States mail, registered or
certified, postage prepaid and properly addressed as follows:
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
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Project No.: PR2201.271
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To City:
City of Chandler - Public Works & Utilities Department
Attn: CIP City Engineer: Warren White, P.E.
P.O. Box 4008, Mail Stop 407
Chandler, AZ 85244-4008
Phone: 480-782-3337 Email: warren.white@chandleraz.gov
With a copy to:
City of Chandler - Public Works & Utilities Department
Attn: Russ Slotnick, Project Manager
P.O. Box 4008, Mail Stop 407, Chandler, AZ 85244-4008
Phone: 480-782-3411 Email: russ.slotnick@chandleraz.gov
To Consultant:
LEGAL COMPANY NAME: Barker Rinker Seacat Architecture
Mailing Address: 990 South Broadway, Suite 222 Denver CO 80209
Physical Address:
Statutory Agent Name: Corporation Service Company
Statutory Agent Mailing Address:
8825 N. 23rd Ave. #100 Phoenix AZ
85021
Statutory Agent Physical Address:
CONSULTANT’S AUTHORIZED PROJECT REPRESENTATIVE
Name:
Craig Bouck
Title:
Partner
Phone: 303-455-1366
Email:
craigbouck@brsarch.com
5.2 Records/Audit. Records of Consultant’s direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between City and Consultant must be
kept on the basis of generally accepted accounting principles and must be made available to
City and its auditors for up to three years following City’s final acceptance of the services
under this Agreement (this requirement is increased to five years if construction of this
project is federally funded). City, its authorized representative, or any federal agency,
reserves the right to audit Consultant’s records to verify the accuracy and appropriateness of
all cost and pricing data, including data used to negotiate this Agreement and any
amendments. City reserves the right to decrease the total amount of Agreement price or
payments made under this Agreement or request reimbursement from Consultant following
final Agreement payment on this Agreement if, upon audit of Consultant’s records, the audit
discloses Consultant has provided false, misleading, or inaccurate cost and pricing data.
Consultant will include a similar provision in all of its Agreements with subconsultants who
provide services under the Agreement to ensure that City, its authorized representative, or
the appropriate federal agency, has access to the subconsultants’ records to verify the
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accuracy of all cost and pricing data. City reserves the right to decrease Agreement price or
payments made on this Agreement or request reimbursement from Consultant following
final payment on this Agreement if the above provision is not included in subconsultant
agreements, and one or more subconsultants refuse to allow City to audit their records to
verify the accuracy and appropriateness of all cost and pricing data. If, following an audit of
this Agreement, the audit discloses Consultant has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings,
Consultant will be liable for reimbursement of the reasonable, actual cost of the audit.
5.3 Alteration in Character of Work. Whenever an alteration in the character of work results
in a substantial change in this Agreement, thereby materially increasing or decreasing the
scope of services, cost of performance, or Project schedule, the work will be performed as
directed by City. However, before any modified work is started, a written amendment must
be approved and executed by City and Consultant. Such amendment must not be effective
until approved by City. Additions to, modifications, or deletions from this Agreement as
provided herein may be made, and the compensation to be paid to Consultant may
accordingly be adjusted by mutual agreement of the Parties. It is distinctly understood and
agreed that no claim for extra services or materials furnished by Consultant will be allowed
by City except as provided herein, nor must Consultant do any work or furnish any materials
not covered by this Agreement unless such work is first authorized in writing. Any such work
or materials furnished by Consultant without prior written authorization will be at
Consultant’s own risk, cost, and expense, and Consultant hereby agrees that without written
authorization Consultant will make no claim for compensation for such work or materials
furnished.
5.4 Termination. City and Consultant hereby agree to the full performance of the covenants
contained herein, except that City reserves the right, at its discretion and without cause, to
terminate or abandon any service provided for in this Agreement, or abandon any portion of
the Project for which services have been performed by Consultant. In the event City abandons
or suspends the services, or any part of the services as provided in this Agreement, City will
notify Consultant in writing and immediately after receiving such notice, Consultant must
discontinue advancing the work specified under this Agreement. Upon such termination,
abandonment, or suspension, Consultant must deliver to City all drawings, plans,
specifications, special provisions, estimates and other work entirely or partially completed,
together with all unused materials supplied by City. Consultant must appraise the work
Consultant has completed and submit Consultant’s appraisal to City for evaluation. City may
inspect Consultant’s work to appraise the work completed. Consultant will receive
compensation in full for services performed to the date of such termination. The fee will be
paid in accordance with Section Ill of this Agreement, and as mutually agreed upon by
Consultant and City. If there is no mutual agreement on payment, the final determination will
be made in accordance with the "Disputes" provision in this Agreement. However, in no event
may the fee exceed the fee set forth in Section Ill of this Agreement nor as amended in
accordance with Section "Alteration in Character of Work." City will make the final payment
within 60 days after Consultant has delivered the last of the partially completed items and
the Parties agree on the final fee. If City is found to have improperly terminated the
Agreement for cause or default, the termination will be converted to a termination for
convenience in accordance with the provisions of this Agreement.
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5.5 Indemnification. To the extent permitted by law, the Consultant ("lndemnitor") must
indemnify, save and hold harmless City and its officers, officials, agents and employees
("lndemnitee") from any and all claims, actions, liabilities, damages, losses or expenses
(including court costs, attorneys' fees and costs of claim processing, investigation and
litigation) ("Claims") caused or alleged to be caused, in whole or in part, by the wrongful,
negligent or willful acts, or errors or omissions of Consultant or any of its owners, officers,
directors, agents, employees, or subconsultants in connection with this Agreement. This
indemnity includes any claim or amount arising out of or recovered under workers'
compensation law or on account of the failure of Consultant to conform to any federal, state
or local law, statute, ordinance, rule, regulation or court decree. Consultant must indemnify
lndemnitee from and against any and all Claims, except those arising solely from
lndemnitee's own negligent or willful acts or omissions. Consultant is responsible for primary
loss investigation, defense and judgment costs where this indemnification applies. In
consideration of the award of this Agreement, Consultant agrees to waive all rights of
subrogation against lndemnitee for losses arising from or related to this Agreement. The
obligations of Consultant under this provision survive the termination or expiration of this
Agreement.
5.6 Insurance Requirements. Consultant must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit “C” against claims that may
arise from or relate to performance of the work under this Agreement by Consultant and its
agents, representatives, employees, and subconsultants. Consultant and any subconsultant
must maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in
this Agreement. City in no way warrants that the minimum limits stated in Exhibit “C” are
sufficient to protect Consultant from liabilities that might arise out of the performance of the
work under this Agreement by Consultant, Consultant’s agents, representatives, employees,
or subconsultants. Consultant is free to purchase such additional insurance as may be
determined necessary.
5.7 Cooperation and Further Documentation. Consultant agrees to provide City such other
duly executed documents as may be reasonably requested by City to implement the intent
of this Agreement.
5.8 Successors and Assigns. City and Consultant each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants
of this Agreement. Neither City nor Consultant may assign, sublet, or transfer its interest in
this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and City.
5.9 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between Consultant and City, the final determination
at the administrative level will be made by City Engineer.
5.10 Completeness and Accuracy of Consultant’s Work. Consultant must be responsible for
the completeness and accuracy of Consultant’s services, data, and other work prepared or
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compiled under Consultant’s obligation under this Agreement and must correct, at
Consultant’s expense, all willful or negligent errors, omissions, or acts that may be discovered.
Correction of errors disclosed and determined to exist during any construction of the project on
architectural or engineering drawings and specifications must be accomplished by Consultant.
The cost of the design necessary to correct those errors attributable to Consultant and any
damage incurred by City as a result of additional construction costs caused by such engineering
or architectural errors will be chargeable to Consultant and will not be considered a cost of the
Work. The fact that City has accepted or approved Consultant’s work will in no way relieve
Consultant of any of Consultant’s responsibilities.
5.11 Reporting. Written monthly reports, along with updated work schedules, will be made by
Consultant in the format prescribed by City. These reports will be delivered to City per schedule.
When requested by City, Consultant will attend Council meetings and provide finished documents
including correspondence for Council action, supporting charts, graphs, drawings and colored
slides of same.
5.12 Withholding Payment. City reserves the right to withhold funds from Consultant’s
payments up to the amount equal to the claims City may have against Consultant until such
time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.).
5.14 Independent Consultant. For this Agreement Consultant constitutes an independent
contractor. Any provisions in this Agreement that may appear to give City the right to direct
Consultant as to the details of accomplishing the work or to exercise a measure of control
over the work means that Consultant must follow the wishes of City as to the results of the
work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, Consultant must
submit to City detailed resumes of key personnel that will be involved in performing services
prescribed in the Agreement. City hereby acknowledges its acceptance of such personnel to
perform services under this Agreement. At any time hereafter that Consultant desires to
change key personnel while performing under the Agreement, Consultant must submit the
qualifications of the new personnel to City for prior approval. Key personnel include, but are
not limited to, principals-in-charge, project manager, and project Consultant. Consultant will
maintain an adequate and competent staff of qualified persons, as may be determined by
City, throughout the performance of this Agreement to ensure acceptable and timely
completion of the Scope of Services. If City objects, with reasonable cause, to any of
Consultant’s staff, Consultant must take prompt corrective action acceptable to City and, if
required, remove such personnel from the Project and replace with new personnel agreed to
by City.
5.16 Consultants or Subconsultants. Prior to beginning the work, Consultant must furnish City
for approval the names of consultants or subconsultants to be used under this Agreement.
Any subsequent changes are subject to City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
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required under this Agreement by reason of acts of God or other cause beyond the control
and without fault of the Party (financial inability excepted), performance of that act may be
excused, but only for the period of the delay, if the Party provides written notice to the other
Party within ten days of such act. The time for performance of the act may be extended for a
period equivalent to the period of delay from the date written notice is received by the other
Party.
5.18 Compliance with Federal Laws. Consultant understands and acknowledges the
applicability of the Americans with Disabilities Act, the Immigration Reform and Control Act
of 1986 and the Drug Free Workplace Act of 1989 to it. Consultant agrees to comply with these
laws in performing this Agreement and to permit City to verify such compliance.
5.19 No Israel Boycott. By entering into this Agreement, Consultant certifies that Consultant
is not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits City from awarding an Agreement
to any consultant who fails, or whose subconsultants fail, to comply with A.R.S. § 23-214(A).
Therefore, Consultant agrees Consultant and each subconsultant it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with § 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Consultant’s or subconsultant’s employee who provides services under this Agreement to
ensure that Consultant and subconsultants comply with the warranty under this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit City from awarding an
Agreement to any natural person who cannot establish that such person is lawfully present
in the United States. To establish lawful presence, a person must produce qualifying
identification and sign a City-provided affidavit affirming that the identification provided is
genuine. This requirement will be imposed at the time of Agreement award. This requirement
does not apply to business organizations such as corporations, partnerships, or limited
liability companies.
5.22 Covenant Against Contingent Fees. Consultant warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, and that no
member of the Chandler City Council, or any City employee has any interest, financially, or
otherwise, in Consultant’s firm. For breach or violation of this warrant, City may annul this
Agreement without liability or, at its discretion, to deduct from the Agreement price or
consideration, the full amount of such commission, percentage, brokerage, or contingent fee.
5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and
every provision.
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5.24 Disclosure of Information Adverse to City’s Interests. To evaluate and avoid potential
conflicts of interest, Consultant must provide written notice to City, as set forth in this Section,
of any work or services performed by Consultant for third parties that may involve or be
associated with any real property or personal property owned or leased by City. Such notice
must be given 7 business days prior to commencement of the services by Consultant for a
third party, or 7 business days prior to an adverse action as defined below. Written notice
and disclosure must be sent in accordance with Section 6.7 above. An adverse action under
this Agreement includes, but is not limited to: (a) using data as defined in the Agreement
acquired in connection with this Agreement to assist a third party in pursuing administrative
or judicial action against City; or (b) testifying or providing evidence on behalf of any person
in connection with an administrative or judicial action against City; or (c) using data to produce
income for Consultant or its employees independently of performing the services under this
Agreement, without the prior written consent of City. Consultant represents that except for
those persons, entities, and projects identified to City, the services performed by Consultant
under this Agreement are not expected to create an interest with any person, entity, or third
party project that is or may be adverse to City’s interests. Consultant’s failure to provide a
written notice and disclosure of the information as set forth in this Section constitute a
material breach of this Agreement.
5.25 Data Confidentiality and Data Security. As used in the Agreement, "data" means all
information, whether written or verbal, including plans, photographs, studies, investigations,
audits, analyses, samples, reports, calculations, internal memos, meeting minutes, data field
notes, work product, proposals, correspondence and any other similar documents or
information prepared by, obtained by, or transmitted to Consultant or its subconsultants in
the performance of this Agreement. The Parties agree that all data, regardless of form,
including originals, images, and reproductions, prepared by, obtained by, or transmitted to
Consultant or its subconsultants in connection with Consultant’s or its subconsultant’s
performance of this Agreement is confidential and proprietary information belonging to City.
Except as specifically provided in this Agreement, Consultant or its subconsultants must not
divulge data to any third party without City’s prior written consent. Consultant or its
subconsultants must not use the data for any purposes except to perform the services
required under this Agreement. These prohibitions do not apply to the following data
provided to Consultant or its subconsultants have first given the required notice to City: (a)
data which was known to Consultant or its subconsultants prior to its performance under this
Consultant or its subconsultants by a third party, who to the best of Consultant’s or its
subconsultants’ knowledge and belief, had the legal right to make such disclosure and
Consultant or its subconsultants are not otherwise required to hold such data in confidence;
or (c) data which is required to be disclosed by virtue of law, regulation, or court order, to
which Consultant or its subconsultants are subject. In the event Consultant or its
subconsultants are required or requested to disclose data to a third party, or any other
information to which Consultant or its subconsultants became privy as a result of any other
Agreement with City, Consultant must first notify City as set forth in this Section of the request
or demand for the data. Consultant or its subconsultants must give City sufficient facts so
that City can be given an opportunity to first give its consent or take such action that City may
deem appropriate to protect such data or other information from disclosure. All data must
continue to be subject to the confidentiality agreements of this Agreement. Consultant or its
subconsultants assume all liability to maintain the confidentiality of the data in its possession
and agrees to compensate City if any of the provisions of this Section are violated by
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Consultant, its employees, agents or subconsultants. Solely for the purposes of seeking
injunctive relief, it is agreed that a breach of this Section must be deemed to cause irreparable
harm that justifies injunctive relief in court. Consultant agrees that the requirements of this
Section must be incorporated into all subagreements entered into by Consultant. A violation
of this Section may result in immediate termination of this Agreement without notice.
5.26 Personal Identifying Information-Data Security. Personal identifying information,
financial account information, or restricted City information, whether electronic format or
hard copy, must be secured and protected at all times by Consultant or its subconsultants. At
a minimum, Consultant or its subconsultants must encrypt or password-protect electronic
files. This includes data saved to laptop computers, computerized devices, or removable
storage devices. When personal identifying information, financial account information, or
restricted City information, regardless of its format, is no longer necessary, the information
must be redacted or destroyed through appropriate and secure methods that ensure the
information cannot be viewed, accessed, or reconstructed. In the event that data collected or
obtained by Consultant or its subconsultants in connection with this Agreement is believed
to have been compromised, Consultant or its subconsultants must immediately notify City
contact. Consultant agrees to reimburse City for any costs incurred by City to investigate
potential breaches of this data and, where applicable, the cost of notifying individuals who
may be impacted by the breach. Consultant agrees that the requirements of this Section must
be incorporated into all subcontracts entered into by Consultant. It is further agreed that a
violation of this Section must be deemed to cause irreparable harm that justifies injunctive
relief in court. A violation of this Section may result in immediate termination of this
Agreement without notice. The obligations of Consultant or its subconsultants under this
Section must survive the termination of this Agreement.
5.27 Jurisdiction and Venue. This Agreement is made under and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts
located in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and
irrevocably consents to the jurisdiction and venue of such court.
5.28 Survival. All warranties, representations, and indemnifications by Consultant must
survive the completion or termination of this Agreement.
5.29 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or
effective unless in writing and signed by the Parties.
5.30 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest
extent permitted by law.
5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject
matter is merged and superseded.
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5.32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
5.33 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for City, the obligation
will be due and owing, and the time period will expire, on the first day after which is not a
Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.34 Third Party Beneficiary. Nothing under this Agreement will be construed to give any
rights or benefits in the Agreement to anyone other than City and Consultant, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and Consultant and not for the benefit of any other party.
5.35 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in Exhibit "A", the provisions
in this Agreement prevail.
5.36 Document/Information Release. Documents and materials released to Consultant,
which are identified by City as sensitive and confidential, are City’s property. The
document/material must be issued by and returned to City upon completion of the services
under this Agreement. Consultant secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.37 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Scope of Services / Schedule
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
Exhibit E – Subconsultant Documents with Consultant (if applicable)
Exhibit F - Federal Requirements (if applicable)
5.38 Special Conditions. As part of the services Consultant provides under this Agreement,
Consultant agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit “D”, which is attached to and made a part of this Agreement.
5.39 Non-Discrimination and Anti-Harassment Laws. Consultant must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and
regulations.
5.40 Licenses and Permits. Beginning with the Effective Date and for the full term of this
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Agreement, Consultant must maintain all applicable City, state, and federal licenses and
permits required to fully perform Consultant’s services under this Agreement.
5.41 Warranties. Consultant must furnish a one-year warranty on all work and services
performed under this Agreement. Consultant must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Consultant,
subconsultants or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Consultant (including,
but not limited to, all parts and labor) at Consultant’s sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to City on or before City’s
final acceptance of Consultant’s services under this Agreement.
5.42 Cooperative Purchasing Agreement (S.A.V.E. – Strategic Alliance for Volume
Expenditures). In addition to City of Chandler and with the approval of Consultant, this
Agreement may be extended for use by other municipalities, school districts, and government
agencies of the State. Any such usage by other entities must be in accordance with the
ordinance, charter, or procurement rules and regulations of the respective political entity.
5.43 Budget Approval into Next Fiscal Year. This Agreement will commence on the Effective
Date and continue in full force and effect until it is terminated or expires in accordance with
the provisions of this Agreement. The Parties recognize that the continuation of this
Agreement after the close of the City's fiscal year, which ends on June 30 of each year, is
subject to the City Council's approval of a budget that includes an appropriation for this item
as an expenditure. The City does not represent that this budget item will be actually adopted.
This determination is solely made by the City Council.
5.44 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.
5.45 License to City for Reasonable Use. With this Agreement, Consultant and its
subconsultants hereby grant a license to City, its agents, employees, and representatives for
an indefinite period of time to reasonably use, make copies, and distribute as appropriate
the Documents, works or deliverables developed or created as a result of the Project and this
Agreement. This license also includes the making of derivative works.
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page 12
Project No.: PR2201.271
Rev. 6/22/23
This Agreement will be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
“CITY” CITY OF CHANDLER
MAYOR
RECOMMENDED BY:
Warren White, P.E.
Acting CIP City Engineer
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
Seal
“CONSULTANT”
Barker Rinker Seacat Architecture
Signature
Date
Print Name
Title
Signer Email Address
11/15/2023
Craig Bouck, AIA, LEED AP, NCARB
Partner, Principal
craigbouck@brsarch.com
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page A-1
Project No.: PR2201.271
Rev. 6/22/2023
EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE
TUMBLEWEED RECREATION CENTER EXPANSION
CONSTRUCTION PHASE SERVICES PROPOSAL
Rev 1 - October 13, 2023
Rev 2 – October 26, 2023
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EXHIBIT “A”
POST DESIGN
SCOPE OF SERVICES
Project Description
Post Design services for the Tumbleweed Recreation Center Expansion Improvements, located at 745 E.
Germann Road, Chandler, Arizona. Services include limited pre-construction assistance and Engineering
or Architectural Design Services during Construction to address issues and/or specialized technical
products regarding the designer of record; and preparation of as-built record drawings. Services are
based on the construction document package developed by Barker, Rinker, Seacat Architecture dated
September 1, 2023.
Project Tasks
1.
PRE-CONSTRUCTION ASSISTANCE
A. Task 1.1 Preconstruction Assistance
i. Consultant will attend the pre-construction meeting via remote virtual meeting.
(IF REQUIRED).
2.
Engineering or Architectural Design Services During Construction
A. Task 2.1 Attend Construction Meetings as needed
i. Consultant must attend construction meetings, as needed. Consultant assumes
attendance of sixty(60) weekly construction meetings.
ii. Consultant will attend weekly construction meetings via virtual meeting platform
(Zoom, or other) every week.
iii. Consultant will have a staff member attend construction meetings in person every
other week, additional staff may still attend the meeting virtually.
B. Task 2.2 Respond to Requests for Information (RFI’s), as needed
i. Consultant must review, evaluate, and respond to any contractor Requests for
Information (RFI’s) forwarded by the CM Firm for design review. Consultant
assumes a maximum of two hundred fifty (250) RFI responses.
C. Task 2.3 Respond to Shop Drawing Submittals, as needed
i. Consultant must review, evaluate, and respond to any Contractor Shop Drawing
submittals forwarded by the CM Firm for design review. Consultant assumes a
maximum of two hundred fifty (250) reviews.
D. Task 2.4 On-Site Construction Observation
i. BRS and our Consultant Team will provide on-site evaluation during the
construction of the project to the extent outlined in this proposal and the
associated proposals of the consultant team members. Our role will be to review
the status of the construction and determine if the work is in general conformance
with the Contract Documents. We will create reports for the City based on our
observations and if any work needs remediation to be in conformance of the
TUMBLEWEED RECREATION CENTER EXPANSION
CONSTRUCTION PHASE SERVICES PROPOSAL
Rev 1 - October 13, 2023
Rev 2 – October 26, 2023
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2 / 5
Contract Documents based on the design intent and if it is reasonability inferable
within the documents.
ii. It is anticipated that BRS will conduct site observation visits every 3 weeks during
construction. For the duration of the construction, we will provide twenty (20) site
observation visits.
iii. Our consultant team will visit the project at intervals necessary to review the work
at specific milestone points most beneficial to ensure conformance of the
construction to the design intent. The Consultant team will provide the following
number of site observation visits:
o Kimley Horn Civil Site Observation Visits –
Three (3)
o Kimley Horn Landscape Site Observation Visits –
Two (2)
o Kimley Horn Structural Site Observation Visits –
Three (3)
o Henderson Engineers Mechanical, Electrical,
Plumbing and Fire Protection Site Observation Visits -
Three (3)
o Henderson Engineers AV, Tech, Security
Site Observation Visits -
One (1)
E. Task 2.5 Change Orders
i. If a change in work is required that has cost or time adjustments for the CM@R,
BRS will work with the City in providing a directive for the change and we will assist
the City in the evaluation of the change. It is our intent that any change that may
be needed is first approved by the City prior to execution.
F. Task 2.6 Punch List
i. At the time of Substantial Completion BRS and our Consultant Team will conduct
a final observation to review the work of the project to verify it is in compliance
with the Contract Documents. Items needing correction will be documented by
the CM@R on a Punch List for final adjustment and correction. The Punch List will
be reviewed by the Design Team for completeness.
ii. Once the CM@R believes the work has been corrected, they will notify the City and
BRS that a back walk and verification is ready for review. It is anticipated that all
items will be corrected and that the work will be finally complete.
iii. We anticipate that there will be one (1) initial punch walk at the time of Substantial
Completion and one (1) back check when notified by the CM@R that the work is
ready to be reviewed for Final Completion. If more punch walks are required, they
can be provided as an Additional Service.
TUMBLEWEED RECREATION CENTER EXPANSION
CONSTRUCTION PHASE SERVICES PROPOSAL
Rev 1 - October 13, 2023
Rev 2 – October 26, 2023
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3.
Task 3.1 Record Drawings
i. Transfer red-line comments to City’s construction plans to create record drawings.
ii. Provide resident engineer and/or architect and/or landscape architect
stamp/certification on record drawings cover sheet. Ensure all required
signatures on the cover sheet.
iii. Provide and deliver record drawings in mylar, paper and digital pdf format to the
City as required for as-built submittal process at city permit counter.
4.
PROJECT TEAM:
A. The Design Team for construction administration services for the project will
include the following disciplines and firms:
i.
Architect of Record / Interior Design
Barker Rinker Seacat (BRS)
ii.
Civil Engineer & Landscape Architect
Kimley-Horn (KH)
iii.
Structural Engineering
Kimley-Horn (KH)
iv.
Mech / Elect / Plumbing Engineering
Henderson Engineers (HE)
v.
Technology / AV / Security / Acoustics
Henderson Engineers (HE)
ASSUMPTIONS, CLARIFICATIONS, AND EXCLUSIONS
1.
Application fees for City reviews and permits will be paid by CITY.
2.
The Owner’s Allowance will only be utilized with prior written approval from the City representative.
3.
Construction Administration Services proposal is based on a 14 month construction duration.
Services beyond 14 months will be provided as an additional service.
4.
Commissioning services will be provided by the City and are excluded from this proposal.
End of Exhibit “A”
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page B-1
Project No.: PR2201.271
Rev. 6/22/2023
EXHIBIT “B”
COMPENSATION AND FEES
TUMBLEWEED RECREATION CENTER EXPANSION
CONSTRUCTION PHASE SERVICES PROPOSAL
Rev 1 - October 13, 2023
Rev 2 – October 26, 2023
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4 / 5
Task
Cost
1
PRE-CONSTRUCTION ASSISTANCE (BRS Fee Only)
1.1
500.00
$
500.00
$
2
CONSTRUCTION MANAGEMENT (BRS Fee Only)
2.1
21,740.00
$
2.2
67,000.00
$
2.3
30,000.00
$
2.4
53,300.00
$
2.5
3,200.00
$
2.6
7,000.00
$
182,240.00
$
3
RECORD DRAWINGS
3.1
BRS Architecture
4,500.00
$
Kimley Horn - Civil
2,000.00
$
Kimley Horn - Landscape
2,000.00
$
Kimley Horn - Structural
2,000.00
$
Henderson - MEP
4,000.00
$
Henderson - Fire Protection
500.00
$
Henderson - Telecom
500.00
$
Henderson - AV
500.00
$
Henderson - Security
500.00
$
16,500.00
$
SUBCONSULTANTS
14,895.00
$
10,300.00
$
19,800.00
$
Henderson - MEP (includes $1,600 expenses)
41,800.00
$
Henderson - Fire Protection
5,500.00
$
4,500.00
$
4,500.00
$
4,500.00
$
105,795.00
$
ALLOWANCES
35,000.00
$
Art Coordination Allowance
$10,000
Additional Site Visit Allowance
$6,500
51,500.00
$
356,535.00
$
SUBTOTAL ALLOWANCES:
PROJECT TOTAL:
SUBTOTAL TASK 3:
SUBTOTAL SUBCONSULTANTS:
Kimley Horn - Civil (includes $500 expenses)
Henderson - Telecom
Henderson - Security
Kimley Horn - Landscape
Kimley Horn - Structural
Henderson - AV
Owner's Allowance
Description
EXHIBIT "B"
POST DESIGN
SCOPE OF SERVICES
FEE SCHEDULE
SUBTOTAL TASK 1:
SUBTOTAL TASK 2:
Record Drawings
Pre-Construction Assistance
Weekly Construction Meetings
On-Site Construction Observation (includes $20,000 travel expenses)
Requests for Information (RFI)
Shop Drawing Submittals
Change Orders
Punch List
TUMBLEWEED RECREATION CENTER EXPANSION
CONSTRUCTION PHASE SERVICES PROPOSAL
Rev 1 - October 13, 2023
Rev 2 – October 26, 2023
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5 / 5
Kevin
Armstrong
Bill Clifford
Caitlin
Milligan
Amanda
Spears
Mark
Cheeks
Riley
Davidson
NAME
Partner
Project
Manager
Desgin
Manager
Designer
Interiors
PM
Interiors
$ 240.00 $ 190.00 $ 150.00 $ 150.00 $ 190.00 $ 120.00
0
2
2
0
0
0
1.1 Pre-Construction Assistance
0
2
2
0
0
0
4
34
162
690
84
8
60
2.1 Weekly Construction Meetings
10
40
70
0
4
4
128
2.2 Requests for Information (RFI)
8
40
320
44
4
20
436
2.3 Shop Drawing Submittals
2
4
140
40
0
20
206
2.4 On-Site Construction Observation (includeds travel)
10
60
130
0
0
0
200
2.5 Change Orders
2
8
10
0
0
2
22
2.6 Punch List
2
10
20
0
0
14
46
1
2
20
0
0
0
23
3.1 Record Drawings
1
2
20
0
0
0
23
EXHIBIT "B-2"
Task 3.0 Record Drawings (BRS Only)
< PROJECT ROLE
< HOURLY RATES
TOTAL HOURS
PER TASK
Hours and Rates
TASK DESCRIPTION
Task 1.0 Pre-Construction Assistance (BRS Only)
Task 2.0 Construction Management (BRS Only)
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page C-1
Project No.: PR2201.271
Rev. 6/22/2023
EXHIBIT “C”
INSURANCE REQUIREMENTS
1.
General.
1.1 At the same time as execution of this Agreement, Consultant must furnish City a certificate
of insurance on a standard insurance industry ACORD form. The ACORD form must be
issued by an insurance company authorized to transact business in the State of Arizona
possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to do
business in the State of Arizona with policies and forms satisfactory to City. Provided,
however, the A.M. Best rating requirement will not be deemed to apply to required Workers’
Compensation coverage.
1.2 Consultant and any of its subconsultants must procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement are
satisfied, the insurances set forth below.
1.3 The insurance requirements set forth below are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement.
1.4 City in no way warrants that the minimum insurance limits contained in this Agreement are
sufficient to protect Consultant from liabilities that might arise out of the performance of
the Agreement services under this Agreement by Consultant, its agents, representatives,
employees, subconsultants, and Consultant is free to purchase any additional insurance as
may be determined necessary.
1.5 Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve Consultant from,
nor will it be considered a waiver of its obligation to maintain the required insurance at all
times during the performance of this Agreement.
1.6 Use of subconsultants: If any work is subcontracted in any way, Consultant must execute a
written Agreement with subconsultant containing the same Indemnification Clause and
Insurance Requirements as City requires of Consultant in this Agreement. Consultant is
responsible for executing the Agreement with the subconsultant and obtaining Certificates
of Insurance and verifying the insurance requirements.
2.
Minimum Scope and Limits of Insurance. Consultant must provide coverage with limits of
liability not less than those stated below.
2.1 Professional Liability. If the Agreement is the subject of any professional services or work
performed by Consultant, or if Consultant engages in any professional services or work
adjunct or residual to performing the work under this Agreement, Consultant must maintain
Professional Liability insurance covering errors and omissions arising out of the work or
services performed by Consultant, or anyone employed by Consultant, or anyone whose
acts, mistakes, errors and omissions Consultant is legally liable, with a liability limit of
$1,000,000 each claim and $2,000,000 all claims. In the event the Professional Liability
insurance policy is written on a “claims made” basis, coverage must extend for 3 years past
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page C-2
Project No.: PR2201.271
Rev. 6/22/2023
completion and acceptance of the work or services, and Consultant, or its selected Design
Professional will submit Certificates of Insurance as evidence the required coverage is in
effect. The Design Professional must annually submit Certificates of Insurance citing that the
applicable coverage is in force and contains the required provisions for a 3 year period.
2.2 Commercial General Liability-Occurrence Form. Consultant must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.
2.3 Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Consultant must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Consultant owned, hired, and non-owned vehicles
assigned to or used in the performance of Consultant’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.
2.4 Workers Compensation and Employers Liability Insurance: Consultant must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Consultant employees engaged in the performance of work or services under
this Agreement and must also maintain Employers’ Liability insurance of not less than
$1,000,000 for each accident and $1,000,000 disease for each employee.
3.
Additional Policy Provisions Required.
3.1 Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by City. If not approved, City may require that the insurer reduce or
eliminate any deductible or self-insured retentions with respect to City, its officers, officials,
agents, employees, and volunteers.
3.1.1. Consultant’s insurance must contain broad form contractual liability coverage.
3.1.2. Consultant’s insurance coverage must be primary insurance with respect to City, its
officers, officials, agents, and employees. Any insurance or self-insurance maintained
by City, its officers, officials, agents, and employees will be in excess of the coverage
provided by Consultant and must not contribute to it.
3.1.3. Consultant’s insurance must apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
3.1.4. Coverage provided by Consultant must not be limited to the liability assumed under
the indemnification provisions of this Agreement.
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page C-3
Project No.: PR2201.271
Rev. 6/22/2023
3.1.5. The policies must contain a severability of interest clause and waiver of subrogation
against City, its officers, officials, agents, and employees, for losses arising from Work
performed by Consultant for City. (Does not apply to Professional Liability coverage.)
3.1.6. Consultant, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of 3
years following completion and acceptance of the Work. Consultant must submit a
Certificate of Insurance evidencing Commercial General Liability insurance during this
3-year period containing all the Agreement insurance requirements, including
naming City of Chandler, its agents, representatives, officers, directors, officials and
employees as Additional Insured as required.
3.1.7. If a Certificate of Insurance is submitted as verification of coverage, City will
reasonably rely upon the Certificate of Insurance as evidence of coverage, but this
acceptance and reliance will not waive or alter in any way the insurance requirements
or obligations of this Agreement.
3.2. Insurance Cancellation During Term of Agreement.
3.2.1. If any of the required policies expire during the life of this Agreement, Consultant
must forward renewal or replacement Certificates to City within 10 days after the
renewal date containing all the required insurance provisions.
3.2.2. Each insurance policy required by the insurance provisions of this Agreement must
provide the required coverage and must not be suspended, voided or canceled
except after thirty (30) days prior written notice has been given to City, except when
cancellation is for non-payment of premium, then ten (10) days prior notice may be
given. Such notice must be sent directly to Chandler Law-Risk Management
Department, Post Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any
insurance company refuses to provide the required notice, Consultant or its
insurance broker must notify City of any cancellation, suspension, non-renewal of any
insurance within seven (7) days of receipt of insurers’ notification to that effect.
3.3
City as Additional Insured. The policies are to contain, or be endorsed to contain, the following
provisions:
3.3.1. The Commercial General Liability and Automobile Liability policies are to contain, or
be endorsed to contain, the following provisions: City, its officers, officials, agents,
and employees are additional insureds with respect to liability arising out of activities
performed by, or on behalf of, Consultant; Products and Completed operations of
Consultant; and automobiles owned, leased, hired, or borrowed by Consultant.
3.3.2. City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by Consultant even if those limits of liability are in
excess of those required by this Agreement.
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page D-1
Project No.: PR2201.271
Rev. 6/22/2023
EXHIBIT “D”
SPECIAL CONDITIONS
VULNERABLE PERSON
1. Consultant and Subconsultant Worker Background Screening. Consultant agrees that
all contract workers and subconsultants (collectively "Contract Worker(s)") that Consultant
furnishes to City under this Agreement will be subject to background and security checks
and screening as set forth in this Section (collectively "Background Screening") at
Consultant’s sole cost and expense. As part of the Background Screening, Consultant must
provide to a person designated by the City the name(s), address(es), and phone number(s)
of all Contract Workers who will provide any services under this Agreement. All Contract
Workers must comply with these Background Screening requirements. All Contract
Workers must be able to provide proof of the legal right to work in the United States. The
Background Screening provided by Consultant must comply with all applicable laws, rules,
and regulations. Consultant further agrees that the Background Screening required in this
Section is necessary to preserve and protect public health, safety, and welfare. The
Background Screening requirements set forth in this Section are the minimum
requirements for this Agreement. City in no way warrants that these minimum
requirements are sufficient to protect Consultant from any liabilities that may arise out of
Consultant’s services under this Agreement or Consultant’s failure to comply with this
Section. Therefore, in addition to the specific measures set forth below, Consultant and
its Contract Workers must take such other reasonable, prudent, and necessary measures
to further preserve and protect public health, safety, and welfare when providing services
under this Agreement.
2. Background Screening Requirements and Criteria. Before offering or scheduling any
services under this Agreement, Consultant agrees that all Contract Workers, including the
Consultant, if the Consultant is an individual or sole proprietorship, must have
successfully passed a Background Screening in accordance with this Section. Consultant
warrants that no person will be permitted to substitute for a Contract Worker who has
satisfied the Background Screening requirements until the proposed substitute has also
satisfied the Background Screening requirements in this Section. For review and approval,
Consultant must submit to a person designated by the City proof of a completed
Background Screening for each Contract Worker over the age of 18 performing services
under this Agreement no fewer than two (2) weeks before the proposed start date of such
Contract Worker’s services. The Background Screening must have been completed within
the 12-month period preceding the Contract Worker’s start date under this Agreement
and must include the results of a social security (SSN) trace, a national criminal databased
check with source verification, and a sex offender database search.
3. Additional City Rights Regarding Security Inquiries. In addition to the foregoing, City
reserves the rights but not the obligations to: (1) have a Contract Worker be required to
provide fingerprints and execute such other documentation as may be necessary to
obtain criminal justice information pursuant to A.R.S. § 41-1750(G) (4) or Chandler City
Code § 4-22; (2) act on newly acquired information whether or not such information
should have been previously discovered; (3) unilaterally change its standards and criteria
relative to the acceptability of Contract Workers; and (4) object, at any time and for any
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page D-2
Project No.: PR2201.271
Rev. 6/22/2023
reason, to a Contract Worker performing work (including supervision and oversight) under
this Agreement.
4. Consultant Certification. By executing this Agreement, Consultant certifies that
Consultant has read and understands the Background Screening requirements and
criteria in this Section and will fully comply with such requirements. Consultant further
certifies that any Background Screening information to be furnished to City related to
Consultant or its Contract Workers will be complete, current, and accurate. A Contract
Worker rejected for work under this Agreement will not be proposed to perform work
under other City contracts or engagements without City's prior written approval.
5. Terms of This Section Applicable to all of Consultant’s Contracts and Subcontracts.
Consultant must include the terms of this Section for Contract Worker Background
Screening in all contracts and subcontracts for services furnished under this Agreement
including, but not limited to, supervision and oversight services.
6. Materiality of Background Screening Requirements: Indemnity. The Background
Screening requirements of this Section are material to City's entry into this Agreement
and any breach of this Section by Consultant will be deemed a material breach of this
Agreement. In addition to the indemnity provisions set forth in this Agreement, Consultant
must defend, indemnify, and hold harmless City for any and all Claims arising out of this
Background Screening Section including, but not limited to, the disqualification of a
Contract Worker by Consultant or City for failure to satisfy this Section.
7. Continuing Duty, Audit. Consultant’s obligations and requirements that Contract
Workers satisfy this Background Screening Section will continue throughout the entire
term of this Agreement. Consultant must notify City immediately of any change to a
Background Screening of a Contract Worker previously accepted by City. Consultant must
maintain all records and documents related to all Background Screenings and City
reserves the right to audit Consultant’s compliance with this Section under the terms of
this Agreement.
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
E-1
Project No.: PR2201.271
Rev. 6/22/2023
EXHIBIT “E”
SUBCONSULTANT DOCUMENTS WITH CONSULTANT
Any subconsultant assumptions, clarifications, exclusions, terms & conditions,
signature blocks, etc. included are strictly between the Consultant and their
subconsultants, and do not apply to the Agreement between the Consultant and
the City.
City of Chandler
TUMBLEWEED RECREATION CENTER
EXPANSION
CIVIL & LA
CONSTRUCTION ADMINISTRATION
SERVICES
SCOPE OF WORK
June 27, 2023
Prepared for:
Prepared by:
BRS Architects
7740 North 16th Street, Suite 300
Phoenix, Arizona 85020
(602) 944-5500 | Tel
(602) 944-7423 | Fax
Rev 1 - October 26, 2023
1
City of Chandler │ Tumbleweed Recreation Center Expansion – Scope of Work
June 27, 2023
SUMMARY OF TASKS
Task 1.0 Construction Administration .................................................................................. 2
2
City of Chandler │ Tumbleweed Recreation Center Expansion – Scope of Work
June 27, 2023
TASK 1.0
CONSTRUCTION ADMINISTRATION
TASK 1.1
PRE-CONSTRUCTION MEETING
The Consultant Team and specific project team disciplines for civil engineering and landscape
architecture will attend the pre-construction meeting for the project. The meeting will be scheduled and
facilitated by the contractor and attendance shall include the specific trade and/or sub-contractor
superintendent completing the construction scope of work.
Required Staff
1. Consultant: Sean Wozny, Marissa Pellegrini, and Design Team staff as necessary
Deliverables
1. Meeting Minutes
TASK 1.2
SUBMITTAL REVIEW
The Consultant Team will review civil engineering and landscape architectural project product submittals.
All Project Submittals from the contractor will be submitted to Kimley-Horn through the Architect for
review. Kimley-Horn will review and comment on product submittals, return reviewed submittal to
Architect for review by the City prior to distribution. Upon review, submittals will be returned to the
contractor within the time period specified in the project specifications. The project team anticipates the
contractor to utilize an online construction management software program to submit and post project
submittals.
Required Staff
1. Consultant: Sean Wozny, Marissa Pellegrini and Design Team staff as necessary
Deliverables
TASK 1.3
ISSUE REQUESTS FOR INFORMATION (RFI)
The Consultant shall coordinate RFIs with the Architect and City. Upon review by City Staff, the RFI
response shall be distributed to the General Contractor within the time period specified in the project
specifications.
Required Staff
1. Consultant: Sean Wozny, Marissa Pellegrini, and Design Team staff as necessary
Deliverables
1. RFI Log
2. RFI Responses
3
City of Chandler │ Tumbleweed Recreation Center Expansion – Scope of Work
June 27, 2023
TASK 1.4
ISSUE ARCHITECTURAL SUPPLEMENTAL INSTRUCTIONS
(ASI)
The Consultant shall coordinate ASIs with the Architect and City. Upon review by City Staff, the ASI
response shall be distributed to the General Contractor within the time period specified in the project
specifications.
Required Staff
1. Consultant: Sean Wozny, Marissa Pellegrini, and Design Team staff as necessary
Deliverables
1. ASI Log
2. ASI Responses
TASK 1.5
CONSTRUCTION MEETINGS
The Consultant will attend construction meetings depending on the civil and landscape / irrigation scope
of work. The contractor shall provide project updates, progress, identify current tasks/action items, and
discuss upcoming tasks. The Contractor shall provide current schedule with three-week look ahead for
distribution to the project team.
This task includes the Civil Engineer attending 24 project meetings over the duration of the project to
account for water, sanitary sewer, storm drain, grading and drainage and paving construction activities.
Landscape Architect attending 8 construction meetings over the duration of the project to account for
irrigation and landscape construction activities.
Required Staff
1. Consultant: Sean Wozny, Marissa Pellegrini (Kimley-Horn)
TASK 1.6
SITE OBSERVATION VISITS
The Consultant Team will schedule on-site observation visits and provide field observation reports to
document construction work activities and progress. To the extent possible, site observation visits will be
coordinated to occur the day a construction meeting. Civil observation to include water and sanitary
sewer construction including trench, backfill and compaction work. Site grading and paving preparatory
work prior to final grading and paving activities. Landscape architectural observation work to include
plant selection, placement and irrigation mainline installation.
This task includes
civil site observation visits and
landscape architectural site observation visits over
the duration of the project.
Required Staff
1. Consultant: Sean Wozny, Marissa Pellegrini, and Design Team staff as necessary
Deliverables
1. Field Observation Report per site visit
3
2
4
City of Chandler │ Tumbleweed Recreation Center Expansion – Scope of Work
June 27, 2023
TASK 1.7
PROJECT CLOSE OUT
The Consultant will attend the pre-final Inspection and initial Punch List site meeting. The responsible
disciplines will also be required to attend, inspect and Punch List their area of expertise relating to the
project. The Consultant will coordinate the compilation of the Punch List items with the Architect and City
punch list items into one Master Punch List to be distribute to the General Contractor.
Contractor to provide as-built plans to the consultant team to create final record drawings for the project.
Once final as-built plans have been provided, the Consultant shall update CAD files for distribution to the
City.
Contractor to provide all final instruction and warranty information for all site products and construction
improvements for the project. Contractor to provide all required close out documents as outlined in the
project specifications for Kimley-Horn to review prior to turnover to the City.
Required Staff
1. Consultant: Sean Wozny, Marissa Pellegrini, and Design Team staff as necessary
Deliverables
1. Project Closeout Documents and Warranties
2. Record Drawings
Exclusions:
The following services are not currently included with this scope of work:
•
Materials Testing
•
Construction Staking
Staff Member
Sr. Engineer
Engineer
TASKS
$195.00
$180.00
TASK 1.0 Construction Administration
1.1 Pre-Construction Meeting
2
390
$
1.2 Submittal Review
2
4
1,110
$
1.3 Issue Requests for Information (RFI)
2
4
1,110
$
1.4 Issue Architectural Supplemental Instructions (ASI)
2
4
1,110
$
1.5 Construction Meetings
48
9,360
$
1.6 Site Observaion Visits
$
1.7 Project Close Out
-
$
1.7.1 Punch List Walk
3
585
$
1.7.2 Punch List Verification Walk
3
585
$
Subtotal Hours
$
Subtotal Dollars
$
2,160
$
$
Chandler Tumbleweed Civil CA Services
Kimley-Horn
Total
9
1,755
16,395
14,235
16
71
Rev 1 - 2023.10.26
Staff Member
Sr. Landscape
Architect
Landscape
Architect
TASKS
$195.00
$180.00
TASK 1.0 Construction Administration
1.1 Pre-Construction Meeting
2
390
$
1.2 Submittal Review
2
4
1,110
$
1.3 Issue Requests for Information (RFI)
2
4
1,110
$
1.4 Issue Architectural Supplemental Instructions (ASI)
2
4
1,110
$
1.5 Construction Meetings
32
6,240
$
1.6 Site Observaion Visits
6
$
1.7 Project Close Out
-
$
1.7.1 Punch List Walk
3
585
$
1.7.2 Punch List Verification Walk
3
585
$
Subtotal Hours
12
$
Subtotal Dollars
$
2,160
$
$
Chandler Tumbleweed LA CA SERVICES
Kimley-Horn
Total
1,170
52
1,170
12,300
10,140
Rev 1 - 2023.10.26
City of Chandler
TUMBLEWEED RECREATION CENTER
EXPANSION
STRUCTURAL CONSTRUCTION PHASE SERVICES
EAST ADDITION
SCOPE OF WORK
September 13, 2023
Prepared for:
BRS ARCHITECTS
Prepared by:
7740 North 16th Street, Suite 300
Phoenix, Arizona 85020
(602) 944-5500 | Tel
(602) 944-7423 | Fax
1
City of Chandler │Tumbleweed Recreation Center Expansion – Scope of Work
September 13, 2023
SUMMARY OF TASKS
Task 6.0
Additional Services for Construction Phase Services .......................................... 2
2
City of Chandler │Tumbleweed Recreation Center Expansion – Scope of Work
September 13, 2023
The following document provides the Tumbleweed Recreation Center Expansion Construction Phase
Services project scope of work for Kimley-Horn to provide Structural Engineering Construction Phase
Services add services for the East Addition Phase.
TASK 6.0
ADDITIONAL SERVICES FOR CONSTRUCTION PHASE
SERVICES
TASK 6.1
STRUCTURAL CONSTRUCTION PHASE SERVICES- EAST
ADDITION
Kimley-Horn will provide the following scope of services for the east addition of the Tumbleweed Recreation
Center—services to support the construction of the gymnasium and related spaces will be provided via a
separate amendment:
A. Meetings:
a. Kimley-Horn will attend up to one (1) pre-construction meeting with the Client in this
phase at the project site prior to beginning construction of the primary structural system, if
requested.
B. Review submittals pertaining to items designed by Kimley-Horn as the Structural Engineer of
Record (SER).
C. Perform review of a limited number of submittals pertaining to elements not part of the primary
structural system, specifically elements designed by delegated engineer’s or others. Review will be
limited to determination of general conformance to the design criteria listed within the structural
construction documents and that the submittal appears to bear the appropriate professional seals.
Up to one (1) round of reviews per submittal.
D. Provide interpretation of structural construction documents by responding to reasonable
Contractor’s requests for information (RFI’s).
E. Perform construction phase site visits to observe and become generally familiar with the progress
of construction work relative to the primary structural system. These site visits will not be an
inspection of the work. Construction inspections shall be provided by a testing agency selected and
hired by the Owner. Provide construction phase observation reports to the Client. The following
construction phase site visits are anticipated:
o
Up to one (1) site visit during installation of the foundation systems.
o
Up to one (1) periodic site visits during construction of the elevated framing system.
o
Up to one (1) punch list walkthrough upon substantial completion of the primary structural
system.
o
Additional site observations requested will be Additional Services.
F. Provide Record Drawings at the at the completion of construction for Phase I.
G. This task assumes up to 130 hours of professional services.
Services Not Included
Any other services, including but not limited to the following, are not included in this Agreement:
•
Opinion of structural construction cost and construction schedule
•
Special Structural Inspection services
3
City of Chandler │Tumbleweed Recreation Center Expansion – Scope of Work
September 13, 2023
•
Geotechnical Services
•
Design of deferred design items.
•
Vibration analysis (per a third-party vibration consultant, if required)
•
Material inspection and testing services
•
In the performance of any services during construction, Kimley-Horn shall not be responsible for
the means, methods, acts, techniques, equipment choice and usage, sequences, schedules or
for safety precautions or programs of any Contractor, Subcontractor, or any other individual or
entity performing or furnishing work. Kimley-Horn shall not have the authority or responsibility to
stop or direct the work of any Contractor or authorize changes to the Contractor’s scope of work.
Kimley-Horn will not be responsible for any inspections or certifications during or after completion
of the project except for Special Structural Inspections if included and authorized within the Scope
of Services of this project.
Additional Services
Any services not specifically provided for in the above scope will be billed as additional services and
performed at our then current hourly rates. Additional services we can provide include, but are not limited
to, the following:
•
Attendance at meetings beyond those listed in our Scope of Work
•
Early bid / construction packages
•
Special Structural Inspection as required by the Building Code
•
Services During Construction which modify the construction documents including:
o
Requested design changes, modifications or substitutions
o
Design of repairs for elements not installed per construction documents
o
Validating acceptability of elements not installed per construction documents
•
Continuation of building information modeling (BIM) after construction documents are submitted
•
Design of future expansion of the structure
•
Revisions by the Owner and/or Contractor-initiated value engineering issues
Information Provided by Client
We shall be entitled to rely on the completeness and accuracy of all information provided by the Client or
the Client’s consultants or representatives. The Client shall provide all information requested by Kimley-
Horn during the project, including but not limited to the following:
•
Prompt review of submittal documents to facilitate the continuous flow of the project through
design and construction.
Schedule
We will provide our services as expeditiously as practicable. This proposal is based on the following
schedule assumptions:
Construction Start – 2 weeks from permit in hand
Construction Phase Duration – A maximum of 12 months
4
City of Chandler │Tumbleweed Recreation Center Expansion – Scope of Work
September 13, 2023
Fee and Expenses
Kimley-Horn will perform the services in the Construction Phase Services Tasks for the total lump sum
labor fee of $21,800. In addition to the lump sum labor fee, direct reimbursable expenses such as express
delivery services, fees, air travel, and other direct expenses will be billed at 1.15 times cost. All permitting,
application, and similar project fees will be paid directly by the Client.
AGREEMENT FOR PROFESSIONAL SERVICES
Date: September 15, 2023
(Proposal is valid for 30 days)
Client
Project
Barker Rinker Seacat Architecture
Tumbleweed Recreation Center Expansion
Multi-Generational Facility
3457 Ringsby Court, Unit 200
Chandler, AZ
Denver, CO 80216
Contact: Bill Clifford
Henderson Project Number: 2150004554
Project Description and Scope of Services
Henderson Engineers, Inc. (Henderson) will provide mechanical, electrical, plumbing, fire protection, technology,
Audio/Video, and Security (“M/E/P/F/T/AV/S”) construction administration services. Henderson’s specific scope of
services is set forth in the following Scope of Services. The scope includes Package 1 only – East addition. Package 2
construction administration services is excluded.
Schedule:
· Construction Begins - October 2023
· Substantial Completion - December 2024
Services and Fee Detail
Fee Type
Fixed Fee
Base MEP
Total Base Community Center Fee (MEP) - CA
$44,200
Base Fire Protection
Total Base Fire Protection Community Center Fee - CA
$6,000
Base Telecom
Total Base Telecommunications - Community Center Fee - CA
$5,000
Base AV
Total Base Audio Video - Community Center Fee
$5,000
Base Security
Total Base Security - Community Center Fee
$5,000
Total Henderson Professional Services Fee
$65,200
Estimated Reimbursable Expenses (Travel and lodging)
$1,500
Reimbursable Expenses Multiplier
1.05
Professional Services Start/End Date
(8/2023)/ (12/2024)
When accepted by Client this Proposal for Engineering Services and its attachments shall become a binding
Agreement between the parties and shall make it subject to the Scope of Services and Terms and Conditions,
which are incorporated by this reference. Henderson is authorized to begin performance upon its receipt of a
copy of this Agreement signed by Client. If Henderson proceeds at the direction of Client and Agreement is not
signed, or altered within ten (10) business days, then it is agreed that terms of Agreement are accepted by Client.
Page 2 of 12
Accepted for Client:
Accepted for Henderson Engineers, Inc.
By (signature):
________________________________________
By (signature):
___________________________________________
Print Name:
Print Name: Omid Mottahed, Practice Dir
Title:
Title:
Date:
Date:
Page 3 of 12
SCOPE OF SERVICES
Only services marked with an “X” are included in the Scope of Services.
Services not marked can be provided as Additional Services if requested. Services not listed are excluded.
Disciplines included in Scope of Services (See
following sections for specific tasks):
☒ Mechanical
☒ Electrical
☒ Plumbing
☒ Fire Protection [Performance Specification]
☐ Fire Code Consulting
☐ Refrigeration
☐ Architectural lighting
☐ Acoustics
☒ Audio-Video
☒ Security
☒ Telecom
☐ Broadcast
☐ Energy Modeling
☐ Daylighting Analysis
Bid/Negotiation Phase:
Refer to Meetings and Travel Time for additional
services included within this phase.
☒ Respond to Bidder Questions
☐ Bid Review and Analysis
Limited Construction Administration Services:
Refer to Meetings and Travel Time for additional
services included within this phase.
☐ Participate in weekly construction conference
calls. Presuming [#] week(s) in schedule and [#]
hour(s) per call.
☐ Participate in weekly contractor virtual design and
construction (VDC) meetings. Presuming [#]
week(s) in schedule and [#] hour(s) per call.
☒ Respond to construction RFI’s within [3-5]
business day(s) of receiving construction RFI at
Henderson.
☒ Review submittals within [10] business day(s) of
receiving submittals at Henderson. (maximum of
[2] review(s) per submittal)
☒ Review O&M manual within [10] business day(s)
of receiving O&M manual at Henderson.
(maximum of [2] review(s)) for general inclusion of
all required items.
☒ Review Test & Balance report within [10] business
day(s) of receiving report at Henderson.
(maximum of [1] review(s))
☐ Review contractor as-built drawings (including up
to [#] review(s) of each system). Reviews limited
to adherence to owner required format and
general knowledge of the project.
☒ Prepare record drawings to include all issued
addendums, change orders requiring drawing
updates, and construction RFI’s requiring drawing
updates.
☐ Review and comments on [#] cost estimate(s).
Reviews limited to comments on quantities and
general system level costs based on past
experience. Review is contingent on adequate
back-up documentation from contractor/ estimator.
Page 4 of 12
Meetings and Travel Time
These numbers include the numbers for meetings and observations referenced elsewhere in the document.
☐ Attend [#] pre-bid meeting(s).
☐ Attend [#] bid opening meeting(s).
☐ Attend [#] on-site construction meeting(s).
☒ Perform [3] construction site observation visit(s) with report (MEPFP).
☒ Perform [1] construction site observation visit(s) with report (AV/Tech/Security).
Additional Services
The services listed under Scope of Services which are not checked may be considered additional services.
Additional services shall be provided only upon authorization by the Client and shall be paid for by the Client as
hereinafter provided. Fees will be invoiced on a time and expense basis for any Additional Services authorized in
writing by the Client and will be invoiced separately at the following standard hourly rates. Other additional
services may include, but are not limited to:
• Modifications to base building utilities or utility
improvements to space
• Evaluation of substitutions
• Value engineering
• Responses to construction RFIs where such
information is available to the contractor
• Services made necessary due to default or
insufficient work of a contractor
• Envelope compliance documentation based on
architect’s proposed design
• BIM Renderings
• Design of theatrical/stage lighting
• Photorealistic renderings of lighting designs
• Under-slab or underground package for
submittals or permit
• Equipment procurement packages.
• Siphonic Storm Systems design
• Foundation Drainage design - based on
information provided by third party geotechnical
engineer
• Preparation for, and attendance at, a dispute
resolution proceeding or legal proceeding,
except where the Consultant is party thereto
• Design of broadcast lighting
• Storm water design
• Documentation of, or modification to, base
building utilities within tenant space which
services other spaces
• Street lighting
• Solar hot water system design
• Photovoltaic power system design
• Lightning protection design
• Wind power system design
• Mock-ups
• Daylighting modeling or design
• Computational fluid dynamics (CFD) modeling
applications not explicitly listed elsewhere
• Preparation or modification of BIM model for the
purpose of integration into computer
maintenance management system (CMMS)
• Involvement in Water Management Program
• Fault Current Studies and Reports
• Coordination Studies and Reports
• Arc Flash Studies and Reports
• Changes resulting from sponsorships post
design
Page 5 of 12
Assumptions
Basis of Proposal
The Scope of Services above is based on the information provided to Henderson as of the date of this
proposal. Changes to the scope, changes in conditions, additional information, or redesigns may necessitate
additional services.
Plan documents
Plans are generally coordinated with other disciplines but minor clashes may still exist. It is the expectation of
Henderson that an installation contractor will be retained to cross check final equipment and component
dimensions once they have completed the submittal process. Specifications and/or details will include some
accessories that are not shown on plans due to scale limitations. Plumbing plans cover components within 5’-
0” outside of the building and do not include foundation drainage.
BIM Assumptions
Definition of BIM Model
Building Information Model (Model) is a digital representation of physical and functional characteristics of a
facility. A Model is a shared knowledge resource for information about a facility forming a reliable basis for
decisions during its life-cycle; defined as existing from earliest conception to demolition.
Level of Development (LOD):
In general terms, systems covered by this scope of work are graphically represented within the Model as a
specific system, object, or assembly with approximate quantities, size, shape, location, and orientation. Model
content is limited to show the routing and installation intent of building systems and is generally coordinated
with the architectural design and design of other consultants. Final coordination is the responsibility of the
installation contractor.
Authorized Uses are Limited to the Following:
The Model is suitable for general clash detection with other consultants’ elements and systems. If the Model
is used to generate quantity take offs for cost estimating purposes, there is no guarantee of completeness or
accuracy. When conflicts arise, the contract documents take precedence over the Model. The Model may be
used to show ordered, time-scaled appearance of majority of detailed architectural and other consultants’
elements and systems. The Model and its content may only be used as stated above and only for this Project.
It may not be used for any other purpose without first obtaining Henderson’s written permission.
Copyright and Distribution:
Henderson is not transferring its copyrights or other rights in the Model or the Model content. The Client will
be given a license to use the Model for the Authorized Uses listed above. The recipient may not distribute the
Model or the content of the Model, to any other person or entity, including contractors or other consultants on
the Project, nor may it be shared with anyone within the Client’s organization who does not have a need to
access it for the listed uses on this project without the written consent of Henderson.
BIM Execution Plan (BEP)
As soon as is practicable, but in no event later than thirty (30) days after the execution of the Contract
between the Owner and the Construction Manager, all Project Participants shall meet, confer and use their
best efforts to agree upon the terms of or modifications to a BIM Execution Plan. In the event of a conflict
between this contract and the BEP, this contract shall control unless all parties agree in writing to adopt the
BEP.
Facility Management Integration Excluded
The Model will be used to represent the design intent for reference on this Project only. The Model is not
intended to be used for data integrated into a Computerized Maintenance Management System (CMMS). It is
not intended to be used for ongoing operations. This service use can be provided as an additional service.
Level of Assumed Reliability
Unless otherwise stated in the agreed BEP, the reliability of existing objects is assumed to be Level 0 as
defined below.
•
Level 0 – Object location is based on as-built information. Henderson is not responsible for accuracy
of assumed object locations.
Page 6 of 12
•
Level 1 – Object location is based on Radar scanning, Lidar scanning, or Photogrammetry identified
information. Henderson is entitled to rely on provided information with the assumption that scanned
objects are within 6 inches of their indicated location. Properties of and data associated with scanned
objects are not verified.
•
Level 2 – Object location is based on Level 1 plus physical verification of object properties.
Expert Witness
Expert witness services and other services related to legal proceedings are explicitly excluded from this
Agreement.
Hygrothermal Analysis
Hygrothermal Analysis services and other services related to vapor barriers are explicitly excluded from this
Agreement.
Page 7 of 12
Fee Details
All Compensation to be in US Dollars net of tax
Reimbursable Expenses
Client shall reimburse Henderson, at the multiplier listed in the Fee Detail, for reimbursable expenses
necessarily incurred by Henderson in relation to the Project. Reimbursable expenses include, but are not
limited to:
a. Reproductions, plots, postage, handling, and delivery of Project related documents and
electronic media requested by the Client or Owner
b. Travel expenses including, but not limited to, airfare, lodging, meals, airport parking, and car
rental
c. Overnight delivery, handling, and postage charges
d. Local delivery, handling, and postage charges
e. Automobile mileage, required to meet Project meeting requirements and site visit requirements,
calculated at the current published IRS standard mileage rate.
Local Tax
Sales, excise, and/or other local tax (“Local Taxes”) will be applied when required by law. Any Local Taxes
are in addition to, and are not included in, the stated fee. Any necessary Local Taxes will be billed to Client
and are payable within thirty days of the invoice.
HOURLY RATE SCHEDULE - $ per hour
Engineering Rates
Construction Management +
Commissioning
Director and Executive
215-230
Director and Executive
215-230
Practice / Technical Manager
190
Construction Management
210
Project Manager
175-185
Pre-Construction Management
160
Senior Engineer/Designer
185
Project Development
155
Lead Engineer/Designer
160
Commissioning Manager / Agent
165
Engineer / Designer III
145
Technician
130
Engineer / Designer II
130
Estimator
155
Engineer / Designer I
115
Project Administration
85-90
Site Observation Specialist
115
BIM Technician
90
Project Administration
85-90
Page 8 of 12
Terms & Conditions
This Agreement is entered into by the Client and
Henderson Engineers, Inc. (Henderson). For purposes
of this document the term Henderson pertains to all
employees, officers, directors, and all divisions of
Henderson Engineers, Inc.
Performance of Services: Henderson shall perform
the basic services as outlined above, and additional
services as required or directed by the Client in
consideration of the fee arrangements and payment
terms described in this Agreement. Henderson shall
perform its services consistent with the professional skill
and care ordinarily provided by professionals practicing
in the same or similar locality under the same or similar
circumstances. Henderson shall perform its services as
expeditiously as is consistent with the standard of care.
Verification of Existing Conditions: Because
evaluation of the existing structure or site requires that
certain assumptions be made regarding existing
conditions the Client agrees to indemnify and hold
Henderson harmless from and against any and all
damage, liability and cost arising or allegedly arising out
of any existing conditions which Henderson is unable to
verify. Henderson shall not be required to sign any
documents that would result in Henderson having to
certify, guarantee or warrant the existence of conditions
that Henderson cannot ascertain.
Changed Conditions: In light of occurrences or
discoveries that were not originally contemplated by or
known to Henderson, Henderson may at such time call
for Agreement renegotiation. If terms cannot be agreed
to through good faith negotiations, the parties agree that
either party has the absolute right to terminate this
Agreement.
Hazardous Materials: In the event Henderson or any
other party learns of asbestos, toxic materials, or other
hazardous materials (“Hazardous Materials”) at the
jobsite, Henderson may, at its option and without liability
for any damages, suspend performance of services until
the Client identifies, abates and/or removes the
Hazardous Materials and warrants that the jobsite is in
full compliance with applicable laws and regulations.
Henderson is not responsible for any services related to
Hazardous Materials or any claims resulting from the
existence, discovery, or removal of Hazardous Materials
or costs associated therewith.
Client Responsibilities: Client shall provide
information in a timely manner regarding requirements
for and limitations on the Project, detailed layouts
showing the location of connections, tabulations and
information on equipment designed, specified, or
furnished by others, a copy of the preliminary estimate or
updated estimates of the cost of the work, bidding
documents, bid tabulations, negotiated proposals and
Agreement documents, including change orders and
construction change directives, as well as any
information requested by Henderson. Henderson shall
be entitled to rely upon the accuracy and completeness
of information provided by Client. Client represents that
it has obtained all necessary rights, approvals, and
consents necessary for Henderson to use, in the course
of performing Services hereunder, any information
provided by Client. Client shall provide safe access to all
areas requiring observations at no cost to Henderson
and without further consideration.
Notification of Defects: Client shall promptly report to
Henderson any defects or suspected defects in
Henderson’s services of which Client becomes aware.
Failure by Client, or its contractors or subcontractors, to
promptly notify Henderson shall relieve Henderson of the
costs of remedying the defects above the sum such
remedy would have cost had prompt notification been
given.
Opinions of Probable Costs: In providing opinions of
probable cost, the Client understands that Henderson
has no control over costs or the price of labor,
equipment or materials, or over the Contractor's method
of pricing, and that the opinions of probable construction
costs provided herein are to be made on the basis of
Henderson's qualifications and experience. Henderson
makes no warranty, expressed or implied, as to the
accuracy of such opinions as compared to bid or actual
costs. Henderson shall be compensated as Additional
Service, as provided for herein, for all time spent to
review, redesign and to incorporate revisions due to
probable costs.
Substitutions and Value Engineering: Substitutions
and value engineering reviews shall be submitted in a
timely manner so as to cause no delay. Henderson shall
be compensated as an Additional Service for any
modification to the Construction Documents required
due to Owner approved substitutions or value
engineering. If the Client accepts a change that is not
recommended in writing by Henderson, the Client
agrees to indemnify, defend, and hold Henderson
harmless from any claim, damage, liability, or cost which
arise in connection with, or as a result of, the
incorporation of such changes accepted by the Client.
Ownership of Documents: All documents, including all
documents on electronic media, prepared by Henderson
under this Agreement are instruments of Henderson’s
professional service and shall remain the property of
Page 9 of 12
Henderson and may be used by Client for purposes of
constructing and maintaining this Project, but may not be
modified or used by the Client for any other purpose
without the written prior consent of Henderson. Any
unauthorized use or modification of Henderson’s
instruments of services shall be at Client’s sole risk and
with no exposure to Henderson. Further, to the extent
permitted by law, Client agrees to release, indemnify,
and hold harmless Henderson and its subconsultants
from all costs and expenses, including the cost of
defense, related to damages, liabilities, claims and
causes of action arising from the Client’s reuse or
modification of the Instruments of Service.
Interpretation of Documents and Reports: The Client
shall confer with Henderson before issuing
interpretations or clarifications, or allowing others to
issue interpretations or clarifications, of reports or
documents prepared by Henderson. Henderson is not
responsible for interpretations of its documents by
others.
Construction Phase Services: Henderson shall be
responsible only for those Construction Phase services
expressly required of Henderson in the Scope of
Services section of this Agreement. With the exception
of such expressly required services, Henderson shall
have no other obligations during construction and Client
assumes all responsibility for all other necessary
Construction Phase professional services. Client waives
all claims against Henderson that may be connected in
any way to Construction Phase professional services
except for those services that are expressly required of
Henderson in the Scope of Services. If Henderson’s
scope of services includes site observation, Henderson
shall visit the Project at appropriate intervals during
construction to become generally familiar with the
progress and quality of the work and to determine if the
work is proceeding in general accordance with the
Agreement Documents. Henderson is not required to
make detailed inspections or to provide exhaustive or
continuous project review and observation services.
Henderson does not guarantee the performance of, and
shall have no responsibility for, the acts or omissions of
any contractor, subcontractor, supplier or other entity
furnishing materials or performing any work on the
Project.
Jobsite Safety: The Client agrees that the contractor is
solely responsible for jobsite safety and construction
means and methods. Neither Henderson’s services nor
presence at the site shall relieve the contractor or any
other entity of its obligations, duties and responsibilities
necessary for performing or coordinating all portions of
the work and any health/safety precautions required by
regulatory agencies. Henderson and its personnel have
no authority to exercise any control over any contractor
or other entity or its employees in connection with its
work or any health/safety precautions.
Payment: Henderson shall submit invoices for services
and reimbursable expenses in accordance with its
standard practices, unless otherwise agreed. Client shall
review such invoices and, if they are considered
incorrect or untimely, Client shall so notify Henderson of
its dispute within ten days of its receipt of the invoice.
Client must pay all undisputed amounts to Henderson
within 30 calendar days of the invoice date. No
deductions may be made from Henderson’s
compensation without the consent of Henderson.
Interest & Collection Costs: If payment is not received
by Henderson when due, the Client shall pay as interest
an additional charge of one (1.0) percent (or the
maximum allowable by law, whichever is lower) of the
PAST DUE amount per month. Payment thereafter shall
first be applied to accrued interest and then to the
unpaid principal. In the event legal action is necessary
to enforce the payment provisions of this Agreement,
Henderson shall be entitled to collect from the Client, to
the fullest extent permitted by law, any judgment or
settlement sums due, reasonable attorneys' fees, court
costs and expenses incurred by Henderson in
connection therewith and the reasonable value of
Henderson’s time and expenses spent in connection
with such collection action, computed at Henderson's
prevailing fee schedule and expense policies.
Betterment: If, due to Henderson’s error, any required
item or component of the Project is omitted from the
Construction Documents produced by Henderson,
Henderson’s liability shall be limited to the difference
between the cost of adding the item at the time of
discovery of the omission and the cost had the item or
component been included in the Construction
Documents. In no event will Henderson be responsible
for any cost or expense that provides betterment,
upgrade or enhancement of the Project.
Mutual Waiver: Notwithstanding any other provision of
this Agreement, and to the fullest extent permitted by
law, neither Client nor Henderson, their respective
officers, directors, partners, employees, contractors or
subconsultants shall be liable to the other or shall make
any claim for any incidental, indirect or consequential
damages arising out of or connected in any way to the
Project or to this Agreement. This mutual waiver of
consequential damages shall include, but is not limited
to, loss of use, loss of profit, loss of business, loss of
income, loss of reputation and any other consequential
damages protecting all the entities or persons named
herein in all contracts and subcontracts with others
involved in this Project.
Page 10 of 12
Dispute Resolution: Any claims or disputes between
the Client and Henderson arising out of this Agreement
or the services to be provided hereunder, except for
claims related to Client’s non-payment of compensation
due, shall, as a condition precedent to litigation, be
submitted to non-binding mediation in the Kansas City
area. The costs of the mediator shall be shared equally
between the parties. If a dispute is not resolved after
mediation either party may submit such dispute to
litigation. Venue for litigation shall be Johnson County,
Kansas. If Client is in default of the payment terms of
this Agreement. Henderson may begin collections
actions, including litigation, at its discretion without
attempting mediation. Client and Henderson shall
commence all claims and causes of action, whether in
Agreement, tort, or otherwise, against the other arising
out of or related to this Agreement within the period
specified by applicable law, but in any case not more
than 10 years after the date of substantial completion of
the work. Client and Henderson waive all claims and
causes of action not commenced in accordance with this
Section.
Limitation of Liability: In recognition of the relative
risks and benefits of the Project to both the Client
and Henderson, the risks have been allocated such
that the Client agrees, to the fullest extent permitted
by law, to limit the liability of Henderson and its
subconsultants to the Client for any and all injuries,
claims, losses, expenses, damages of any nature
whatsoever or claims expenses arising out of this
Agreement, or the services to be provided
hereunder, from any cause or causes, so that the
total aggregate liability of Henderson and its
subconsultants to the Client shall not exceed
Henderson's total fee for services rendered on this
Project or $10,000, whichever is greater. Such claims
and causes include, but are not limited to
Henderson’s, errors, omissions, strict liability,
indemnity, breach of Agreement or breach of
warranty.
Waiver of Subrogation: Client and Henderson waive
against each other and Owner (if different than Client),
Henderson’s subconsultants, Client’s separate
contractors and consultants, agents, and employees of
each and all of them, all damages covered by insurance
provided herein, except such rights as they may have to
the proceeds of such insurance. Client and Henderson
shall, where appropriate, require similar waivers of
subrogation from subconsultants and subcontractors and
shall require each of them to include similar waivers in
their contracts.
Suspension: If Client fails to make payments when due
under this Agreement, Henderson may elect to suspend
performance of services upon five (5) calendar days'
notice to Client. Henderson shall have no liability
whatsoever to Client for any costs or damages as a
result of such suspension caused by any breach of this
Agreement by Client. If the Project is suspended,
delayed, or abandoned for more than 90 days,
Henderson may renegotiate or terminate this
Agreement.
Termination: This Agreement may be terminated at any
time by either party upon seven (7) days’ written notice
should the other party fail to perform its obligations
hereunder. In the event of termination for any reason
whatsoever, Client shall pay Henderson for all services
rendered to the date of the termination, and all
reimbursable expenses incurred prior to termination.
Construction Before Design Completion: If
construction work begins before Henderson’s design is
complete, the Client agrees to waive all claims against
Henderson for design changes and modifications of
portions of the work already constructed due to the
Client's decision to employ this process. The Client
further agrees to compensate Henderson as an
additional service where Henderson is required to
modify, correct or adjust the Construction Documents
and coordinate them because of the Client's decision to
construct the Project this manner. If Client elects to
solicit bids based on incomplete or schematic drawings
Henderson is not responsible for change orders or
increased costs that arise from the addition of details in
the design process or other changes to the design prior
to completion.
Delays: Henderson shall not be responsible for delays
which are due to causes beyond its reasonable control,
including, but not limited to: (a) acts of God; (b)
epidemics, pandemics, and quarantines, (c) flood, fire,
earthquake or explosion; (d) war, invasion, hostilities
(whether war is declared or not), terrorist threats or acts,
riot, or other civil unrest; (e) law; (f) action by any
governmental authority; (g) national or regional
emergency; (h) strikes, labor stoppages, or slowdowns
or other industrial disturbances; and (i) delays caused by
Client or its contractors, consultants, or other parties not
under the control of Henderson. In the case of any such
delay, the time of completion shall be extended
accordingly. If Henderson's services are delayed or
extended more than three (3) months beyond the date
listed in this Agreement for reasons other than the
negligence of Henderson, Henderson reserves the right
to modify the fee.
Residential Units: If Henderson’s services include
design of residential units, such services and
construction documents are intended solely for the
design and construction of residential rental units under
the ownership and control of a single, integrated owner.
Page 11 of 12
In the event the Project is changed to any other purpose
or use, including, but not limited to, subdivision into
individual units for sale, Henderson shall have no
responsibility, and shall be released from all obligations
and liabilities for the project, and each and every right,
license and/or ownership interest of the Client in the
construction documents shall be void. The Client shall
be expressly prohibited from making any further use of
the construction documents for any purpose, including,
but not limited to, the conversion of the project to
another purpose. If the Project is converted to
condominiums at any time, the Client agrees, to the
fullest extent permitted by law, to waive any claims
against Henderson, defend Henderson against any claim
from a future owner, and indemnify Henderson for any
cost, loss, or damage to Henderson resulting from any
claim brought by any party against Henderson related to
any change in use of the project. Client agrees that this
provision and obligations hereunder shall survive the
termination of this Agreement.
LEED: If one of the goals of the Project is to achieve
certification under the U.S. Green Building Council’s
(USGBC) Leadership in Energy and Environmental
Design (LEED®) or other green building-rating system,
Client understands that the Project cannot achieve
LEED certification until after substantial completion of
construction and will be subject to the LEED-certification
process and procedures as determined by the USGBC,
which are outside of the control of Henderson. Further,
LEED certification will require input and effort from the
Client and other parties associated with the Project that
are not parties to this Agreement. Henderson will make
reasonable efforts to pursue LEED certification for the
Project, subject to scope of services, terms and
provisions of this Agreement. Henderson cannot,
however, guarantee LEED certification or the actual
performance of the building based on Henderson’s
design drawings, specifications, or resource use or
consumption modeling for This Portion of the Project,
nor can it guarantee certain performance levels
anticipated through the LEED-certification process.
Energy Modeling: If Henderson is to provide energy
modeling under this Agreement, the Client understands
that any estimate of cost or energy savings represents
Henderson’s professional opinion. Energy savings and
costs may be affected by factors outside of Henderson’s
control and Henderson does not guarantee or represent
that the actual cost or energy consumption will not vary
from any such estimates.
Peer Review: If Henderson’s scope of services includes
review of designs completed by others, Client agrees
that Henderson is not responsible for designs completed
by others, nor is Henderson responsible for reviewing
any design or other component outside of its specific
scope of services. Henderson’s peer review scope of
services does not include reviewing or evaluating
existing conditions or signing and sealing any
documents. Henderson’s peer review of the design of
others does not relieve the original designer of liability
for its design. The original designer remains responsible
for all documents and for the final design and
construction documents. Client agrees to indemnify and
hold Henderson harmless from and against any and all
claim, damages, liability and cost arising or allegedly
arising out the design or any services which are not
included in Henderson’s scope of services.
Prototype Designs: If prototype design is selected in
the Scope of Services and the Client intends to reuse
the construction documents produced by Henderson
under this Agreement on other sites and on other
projects, then the Client acknowledges that the design
may need to be modified or adapted for each project
site. If Henderson is not retained to provide services in
connection with any of these reuses, the Client agrees to
waive all claims against Henderson that might be
contributed to or caused by Henderson's exclusion from
the reuses, and any claims which may, with reasonable
certainty, have been avoided or lessened by
Henderson’s participation in any future project involving
the reuse of the construction documents. In addition, the
Client agrees, to the fullest extent permitted by law, to
indemnify and hold Henderson harmless from all
damage, liability, or cost (including reasonable attorneys’
fees and cost of defense) arising from any reuse of the
construction documents on any other project or site
without the involvement of Henderson in the construction
phase services normally associated with such a project
Governing Law: This Agreement shall be governed by
the laws of the State of Kansas.
Waiver: A party’s non-enforcement of any provision
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the
remainder of this Agreement.
Third Party Beneficiaries: Nothing in this Agreement
shall create a contractual relationship with, or a cause of
action in favor of, a third party against either the Client or
Henderson.
Assignment: Henderson and Client bind themselves,
their agents, successors, assigns, and legal
representatives to this Agreement. Neither party may
assign this Agreement without the written consent of the
other.
Survival: Any provision or part of the Agreement held to
be void or unenforceable under any laws or regulations
shall be deemed stricken, and all remaining provisions
Page 12 of 12
shall continue to be valid and binding upon Client and
Henderson, which agree that this Agreement shall be
reformed to replace such stricken provision or part
thereof with a valid and enforceable provision that
comes as close as possible to expressing the intention
of the stricken provision. Any dispute resolution
provisions, limitations of liability, and indemnities shall
survive termination of this Agreement.
Infection Control: If infection control services are
included in this Agreement, Client understands that
infection control services are recommendations to
mechanical systems to improve infection control based
on current knowledge and strategies. Henderson does
not guarantee or represent that the services will prevent
infection.
Project Name: TUMBLEWEED RECREATION CENTER EXPANSION MULTI-GENERATIONAL FACILITY (EAST)
Page F-1
Project No.: PR2201.271
Rev. 6/22/2023
EXHIBIT “F”
FEDERAL REQUIREMENTS
N/A