HomeMy Public PortalAboutORD16192BILL NO. 2021-072
SPONSORED BY Councilmember Fitzwater
ORDINANCE NO. ILO 1
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING A
CONSULTANT CONTRACT WITH STRUCTURAL ENGINEERING ASSOCAITES, INC.
AND AMENDING THE FISCAL YEAR 2021-2022 BUDGET OF THE CITY OF
JEFFERSON, MISSOURI, BY APPROPRIATING ADDITIONAL FUNDS WITHIN THE
PARKING FUND.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized to execute an agreement
with Structural Engineering Associates, Inc. for study and design services related to the
rehabilitation of the Madison Street and Jefferson Street parking garages.
Section 2. There is hereby supplementally appropriated within the Parking Fund
$320,000.00 as indicated on Exhibit A, attached hereto, for the funds required to contract
with Structural Engineering Associates, Inc.
Section 3. This Ordinance shall be in full force and effect from and after the date of
its passage and approval.
Passed: lwmbff %0)j Approved. O
jvvu;::U� 'N - owo&i
Presiding Officer Mayor Carrie Tergin
ATTEST: APPROVED AS TO FORM:
Cit Clerk City ney
CERTIFICATION BY MAYOR
Pursuant to Article VII, Section 7.1(5.) Of the Charter of the City of Jefferson, Missouri, I
hereby certify that the sums appropriated in the ordinance are available in the various
funds to meet the requirements of this bill. _
Mayor Carrie Terg
Bill 2021-072
Exhibit A
SUPPLEMENTAL APPROPRIATIONS
FISCAL YEAR 2021-2022 BUDGET
Parking Fund:
Revenue
62-100-495995 Transfer from Surplus $ 320,000.00
Expenditure
62-620-573030 Purch/improv Land/Bldg $ 320,000.00
CITY OF JEFFERSON
CONTRACT FOR PROFESSIONAL SERVICES
THIS CONTRACT, made and entered into the date last executed by a party as indicated below, by and
between the City of Jefferson, a municipal corporation of the State of Missouri, hereinafter referred to as
"City", and Structural Engineering Associates, hereinafter referred to as "Contractor".
WITNESSETH:
THAT WHEREAS, the City desires to engage the Contractor to render certain services for a
rehabilitation study of the City's parking garages located at 201 Madison Street and 209 Jefferson Street,
hereinafter described in Exhibit A.
WHEREAS, Contractor has made certain representations and statements to the City with respect
to the provision of such services and the City has accepted said proposal to enter into a contract with the
Contractor for the performance of services by the Contractor.
NOW THEREFORE, for the considerations herein expressed, it is agreed by and between the City
and the Contractor as follows:
1. Scope of Services.
Contractor agrees to provide all supervision, labor, tools, equipment, materials and supplies for a
rehabilitation study of the City's parking garages located at 201 Madison Street and 209 Jefferson Street,
as set forth in Exhibit A. In the event of a conflict between this agreement and any attached exhibits, the
provisions of this agreement shall govern and prevail.
2. Payment.
The City hereby agrees to pay Contractor for the work done pursuant to this contract according to the
payment schedule set forth in the contract documents upon acceptance of said work by an Agent of the City
of Jefferson's Public Works Department, and in accordance with the rates and/or amounts stated in the bid
of Contractor dated November 17, 2021, which are by reference made a part hereof. No partial payment
to Contractor shall operate as approval or acceptance of work done or materials furnished hereunder. No
change in compensation shall be made unless there is a substantial and significant difference between the
work originally contemplated by this agreement and the work actually required. The total amount for
services rendered under this contract shall not exceed Two Hundred Ninety -One Thousand Three Hundred
Dollars and Zero Cents ($291,300.00).
3. Term.
This contract shall commence on the date last executed by a party as indicated below. The Contractor shall
render the services referenced in Exhibit A within six (6) months of the date last executed by a party as
indicated below.
4. Additional Services.
The City may add to Contractor services or delete therefrom activities of a similar nature to those set forth
in Exhibit A, provided that the total cost of such work does not exceed the total cost allowance as specified
in paragraph 2 hereof. The Contractor shall undertake such changed activities only upon the direction of
the City. All such directives and changes shall be in written form and approved by the City and shall be
accepted and countersigned by the Contractor or its agreed representatives.
5. Personnel to be Provided.
The Contractor represents that Contractor has or will secure at its expense all personnel required to perform
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the services called for under this contract by the Contractor. Such personnel shall not be employees of or
have any contractual relationship with the City except as employees of the Contractor. All of the services
required hereunder will be performed by the Contractor or under the Contractor's direct supervision and all
personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to
perform such services. None of the work or services covered by this contract shall be subcontracted except
as provided in Exhibit A without the written approval of the City.
6. Contractor's Responsibility for Subcontractors.
It is further agreed that Contractor shall be as fully responsible to the City for the acts and omissions of its
subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts
and omissions of persons it directly employs. Contractor shall cause appropriate provisions to be inserted
in all subcontracts relating to this work, to bind all subcontractors to Contractor by all the terms herein set
forth, insofar as applicable to the work of subcontractors and to give Contractor the same power regarding
termination of any subcontract as the City may exercise over Contractor under any provisions of this
contract. Nothing contained in this contract shall create any contractual relations between any
subcontractor and the City or between any subcontractors.
7. Independent Contractor.
The Contractor is an independent contractor and nothing herein shall constitute or designate the Contractor
or any of its employees as agents or employees of the City.
8. Benefits not Available.
The Contractor shall not be entitled to any of the benefits established for the employees of the City and
shall not be covered by the Workmen's Compensation Program of the City.
9. Nondiscrimination.
The Contractor agrees in the performance of the contract not to discriminate on the grounds or because of
race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against
any employee of Contractor or applicant for employment and shall include a similar provision in all
subcontracts let or awarded hereunder.
10. Illegal Immigration.
Prior to commencement of the work:
a. Contractor shall, by sworn affidavit and provision of documentation, affirm its enrollment
and participation in a federal work authorization program with respect to the employees
working in connection with the contracted services.
b. Contractor shall sign an affidavit affirming that it does not knowingly employ any person
who is an unauthorized alien in connection with the contracted services.
C. If Contractor is a sole proprietorship, partnership, or limited partnership, Contractor shall
provide proof of citizenship or lawful presence of the owner.
11. Notice to Proceed.
The services of the Contractor shall commence upon execution of this Agreement, and shall be undertaken
and completed in accordance with the schedule contained in Exhibit A.
12. Termination.
If, through any cause, the Contractor shall fail to fulfill in timely and proper manner its obligations under
this contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this
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contract, the City shall thereupon have the right to terminate this contract by giving written notice to the
Contractor of such termination and specifying the effective date thereof, at least five (5) days before the
effective day of such termination. The City reserves the right to terminate this contract for convenience
by giving at least fourteen (14) days prior written notice to Contractor, without prejudice to any other rights
or remedies of the City, provide Contractor shall be entitled to payment for all work completed by
Contractor through the date of termination. The Contractor may without cause terminate this contract upon
30 days prior written notice. In either such event all finished or unfinished documents, data, studies,
surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Contractor
under this contract shall, at the option of the City, become its property, and the compensation for any
satisfactory work completed on such documents and other materials shall be determined. Notwithstanding
the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by
virtue of any such breach of contract by the Contractor.
13. Waiver of Breach.
Failure to insist upon strict compliance with any of the terms covenants or conditions herein shall not be
deemed a waiver of any such terms, covenants or conditions, nor shall any failure at one or more times be
deemed a waiver or relinquishment at any other time or times by any right under the terms, covenants or
conditions herein.
14. Authorship and Enforcement.
Parties agree that the production of this document was the joint effort of both parties and that the contract
should not be construed as having been drafted by either party. In the event that the City successfully
enforces the terms of this contract through litigation, the City shall be entitled to receive, in addition to any
other relief, its reasonable attorney's fees, expenses and costs.
15. Severability.
If any section, subsection, sentence, or clause of this contract shall be adjudged illegal, invalid, or
unenforceable, such illegality, invalidity, or unenforceability shall not affect the legality, validity, or
enforceability of the contract as a whole, or of any section, subsection, sentence, clause, or attachment not
so adjudged.
16. Assignment.
The Contractor shall not assign any interest in this contract, and shall not transfer any interest in the same
(whether by assignment or novation), without prior written consent of the City thereto. Any such
assignment is expressly subject to all rights and remedies of the City under this agreement, including the
right to change or delete activities from the contract or to terminate the same as provided herein, and no
such assignment shall require the City to give any notice to any such assignee of any actions which the City
may take under this agreement, though City will attempt to so notify any such assignee.
17. Existing Data.
All information, data and reports as are existing, available and necessary for the carrying out of the work,
shall be furnished to the Contractor without charge by the City, and the City shall cooperate with the
Contractor in every reasonable way in carrying out the scope of services. The Contractor shall not be
liable for the accuracy of the information furnished by the City.
18. Confidentiality.
Any reports, data or similar information given to or prepared or assembled by the Contractor under this
contract which the City requests to be kept as confidential shall not be made available to any individual or
organization by the Contractor without prior written approval of the City.
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19. Indemnity.
To the fullest extent permitted by law, the Contractor will defend, indemnify and hold harmless the City,
its elected and appointed officials, employees, and agents from and against any and all claims, damages,
losses, and expenses including attorneys' fees arising out of or resulting from the performance of the work,
provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease,
or death, or to injury to or destruction of tangible property (other than the work itself) including the loss of
use resulting therefrom and (2) is caused in whole or in part by any negligent act or omission of contractor,
any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder.
Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation
of indemnity which would otherwise exist as to any party or person described in this paragraph.
20. Insurance.
Contractor shall provide, at its sole expense, and maintain during the term of this agreement commercial
general liability insurance with a reputable, qualified, and financially sound company licensed to do
business in the State of Missouri, and unless otherwise approved by the City, with a rating by Best of not
less than "A," that shall protect the Contractor, the City, and the City's officials, officers, and employees
from claims which may arise from operations under this agreement, whether such operations are by the
Contractor, its officers, directors, employees and agents, or any subcontractors of Contractor. This liability
insurance shall include, but shall not be limited to, protection against claims arising from bodily and
personal injury and damage to property, resulting from all Contractor operations, products, services or use
of automobiles, or construction equipment at a limit of $500,000 Each Occurrence, $3,000,000 Annual
Aggregate; provided that nothing herein shall be deemed a waiver of the City's sovereign immunity. An
endorsement shall be provided which states that the City is named as an additional insured and stating that
the policy shall not be cancelled or materially modified so as to be out of compliance with the requirements
of this section, or not renewed without 30 days advance written notice of such event being given to the City.
21. Documents.
Reproducible copies of tracings and maps prepared or obtained under the terms of this contract shall be
delivered upon request to and become the property of the City upon termination or completion of work.
Copies of basic survey notes and sketches, charts, computations and other data prepared or obtained under
this contract shall be made available, upon request, to the City without restrictions or limitations on their
use. When such copies are requested, the City agrees to pay the Contractor its costs of copying and
delivering same.
22. Books and Records.
The Contractor and all subcontractors shall maintain all books, documents, papers, accounting records and
other evidence pertaining to costs incurred in connection with this contract, and shall make such materials
available at their respective offices at all reasonable times during the contract and for a period of three (3)
years following completion of the contract.
23. Nonsolicitation.
The Contractor warrants that they have not employed or retained any company or person, other than a bona
fide employee working solely for the Contractor, to solicit or secure this contract, and that they have not
paid or agreed to pay any company or person, other than a bona fide employee working solely for the
Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent
upon or resulting from the award or making of this contract. For breach or violation of this warranty, the
City shall have the right to annul this contract without liability, or, in its discretion, to deduct from the
contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage,
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brokerage fee, gifts, or contingent fee.
24. Delays.
That the Contractor shall not be liable for delays resulting from causes beyond the reasonable control of the
Contractor; that the Contractor has made no warranties, expressed or implied, which are not expressly set
forth in this contract; and that under no circumstances will the Contractor be liable for indirect or
consequential damages.
25. Amendments.
This contract may not be modified, changed or altered by any oral promise or statement by whosoever
made; nor shall any modification of it be binding upon the City until such written modification shall have
been approved in writing by an authorized officer of the City. Contractor acknowledges that the City may
not be responsible for paying for changes or modifications that were not properly authorized.
26. Governing Law.
The contract shall be governed by the laws of the State of Missouri. The courts of the State of Missouri
shall have jurisdiction over any dispute which arises under this contract, and each of the parties shall submit
and hereby consents to such courts exercise of jurisdiction. In any successful action by the City to enforce
this contract, the City shall be entitled to recover its attorney's fees and expenses incurred in such action.
27. Notices.
All notices required or permitted hereinunder and required to be in writing may be given by first class mail
addressed to the following addresses. The date and delivery of any notice shall be the date falling on the
second full day after the day of its mailing.
If to the City:
City of Jefferson
Department of Law
320 East McCarty Street
Jefferson City, Missouri, 65101
If to the Contractor:
Structural Engineering Associates
Attn: Ralph C. Jones, P.E.
1000 Walnut, Suite 1570
Kansas City, MO 64106
[Signatures to Follow on Next Page]
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Engineer; that the Engineer has made no warranties, expressed or implied, which are not expressly set forth
in this contract; and that under no circumstances will the Engineer be liable for indirect or consequential
damages.
25. Amendments.
This contract may not be modified, changed or altered by any oral promise or statement by whosoever
made; nor shall any modification of it be binding upon the City until such written modification shall have
been approved in writing by an authorized officer of the City. Engineer acknowledges that the City may
not be responsible for paying for changes or modifications that were not properly authorized.
26. Governing Law.
The contract shall be governed by the laws of the State of Missouri. The courts of the State of Missouri
shall have jurisdiction over an}, dispute which arises under this contract, and each of the parties shall submit
and hereby consents to such courts exercise of jurisdiction. In any successful action by the City to enforce
this contract, the City shall be entitled to recover its attorney's fees and expenses incurred in such action.
27. Notices.
All notices required or permitted hereinunder and required to be in writing may be given by first class mail
addressed to the following addresses. The date and delivery of any notice shall be the date falling on the
second full day after the day of its mailing.
If to the City:
City of Jefferson
Department of Law
320 East McCarty Street
Jefferson City. Missouri. 65101
CITY
IrOF ,IEFFERSON, MISSOURI
U
Carrie Tergin, Mayor
Date: ! Z_ 74 2�
ATTEST:
APPROVED AS TO FORM:
City orney
If to the Engineer:
Structural Engineering Associates
Attn: Ralph C. Jones, P.E.
1000 Walnut, Suite 1570
Kansas City, MO 64106
STRUCTURAL ENGINEERING
ASSOCIATES, INC.
L
Tit esiden
Date:12/20/2021
ATTEST:
Title: Vice President
Exhibit A
STRUCTURAL ENGINEERING ASSOCIATES. INC.
November 17, 2021
Britt Smith P.E.
Operations Division Director
Department of Public Works
320 E. McCarty St.
Jefferson City, MO 65101
Re: Parking Garage Rehabilitation — 201 Madison Street and 209 Jefferson Street
Proposal for Condition and Rehabilitation of Garages
Dear Mr. Smith:
Structural Engineering Associates, Inc. (SEA) is pleased to submit the following proposal for your
consideration. SEA previously met with Matt Morash and yourself on October 19`h to discuss the
scopes of the project for the two garages. This proposal is based on the information provided in
RFQ3191 and the conversations we had with you.
In reviewing the existing garage structure at 201 Madison it is apparent that the garage consists of
two structures with the larger of the two structures being located on the west side of the building.
Access between the two structures and within the two structures is somewhat confined.
I understand the project consists of a fairly extensive condition assessment of the two garage
structures and an assessment of possible options for addressing the parking needs at the 201 Madison
Street garage. The options discussed for SEA to consider for the 201 Madison Street garage are as
follows.
1. Repair and rehabilitate existing parking structure as -is and include space planning for new or
updated office space on Madison Street level.
2. Provide an addition on the east side of the existing garage structures.
3. Demolish one of the two existing garage structures and provide an addition to increase
parking.
4. Demolish both garage structures and provide one new parking structure at the same site.
I understand the goal for options 2, 3 and 4 would be to provide additional parking for a total parking
count between 800 and 1,000 stalls. This will be better defined as we move forward with the
assessment.
The scope of work for the 209 Jefferson Street garage is only to repair and rehabilitate the garage.
1000 Walnut - Suite' 570 - Kansas City. Wssouri 64106 - 816-421-1042 - www.seassociates.com
Mr. Smith
November 17, 2021
Page 2
Since there are several options being considered, SEA recommends that we first complete a condition
assessment and planning phase of the project before providing a proposal for actual design services.
Depending on which option is finally selected, our design fees could vary significantly.
SEA proposes to provide the following scope of services.
Scope 1- 201 Madison and 209 Jefferson Condition Assessment
• Meet with Jefferson City Public Works Staff to understand scope of work.
• Review available drawings of original construction.
• Visit site and perform visual survey of parking structures.
• Document locations of visible deterioration or distress.
• Chain drag driving surfaces of garage to identify areas of concrete delamination.
• Sound select areas of garage soffit to identify areas of concrete delamination.
• Obtain samples of concrete for chloride ion content testing in the field. We have included
obtaining 3 samples at 2 locations in the 209 Jefferson Street garage and 3 or 4 samples at
approximately 12 locations in the 201 Madison Street garage.
• Document areas of corrosion or delamination. Determine estimated quantities of
delamination repair.
• Document other areas of deterioration or distress and quantify.
• Employ the services of the parking and revenue consultant to meet with Public Works staff
and perform an analysis of the parking control system at the 201 Madison Street garage.
• Provide recommendations for improved parking and revenue control.
• Employ the services of an Architectural consultant to meet with Public Works staff and
perform an analysis of the existing office space within the 201 Madison Street garage.
Provide recommendations to modify space or provide new space within garage to meet
current needs to staff. Provide one schematic plan or space.
• Employ the services of an Architectural consultant to perform one site visit combined with
space planning site visit above to review ADA access in existing garage.
• Employ the services of a Mechanical, Electrical, Plumbing consultant to visit site and
perform a field investigation of mechanical, electrical and plumbing portions of the 209
Jefferson Street and 201 Madison Street garages.
• Provide recommendations to address needed MEP issues in the two garages.
• Employ the services of a Civil Engineering firm to assist in above assessments and
recommendations.
• Employ the services of an elevator maintenance company to assess the existing elevators and
provide recommendations for maintenance, repair or replacement.
• Develop an order of magnitude Engineers Opinion of Probable Construction Cost for
recommended repairs and rehabilitation.
• Provide a written report of above findings with recommendations for repair and rehabilitation
with an Engineers Opinion of Probable Construction Cost.
• Submit report in digital format. Provide up to 6 hard copies of report.
Mr. Smith
November 17, 2021
Page 3
Scopes 2, 3 and 4 — Perform a High Level Assessment of the 201 Madison Garage for Providing
an Addition to the East, or Two Options for Partial or Full Demolition of Existing Garage with
New Additions or New Garage Structure.
• SEA and consultants to meet with Jefferson City Public Works Staff to understand scope of
work, goals, and parking needs.
• Review available drawings of original construction.
• Consider the options for partial or full demolition of the existing garage structures and
replacement with additions or a completely new garage structure.
• Include consideration for offices for parking staff.
• Provide a written narrative of the options with pros and cons of each option.
• Employ the services of an Architectural consultant to provide high level conceptual drawings
of potential options.
• Employ the services of a parking and revenue control consultant to provide a written
narrative of potential parking control equipment.
• Employ the services of a Mechanical, Electrical, Plumbing consultant to provide a written
narrative of MEP equipment for the options.
• Employ the services of a Civil consultant to assist with high level traffic consultation for
entrances and exits to the garage structure(s).
• Employ the services of a Cost Estimating consultant to develop high level square foot costs
of proposed options.
• Provide services identified is Scope 1 to include in cost estimating.
• Meet with Jefferson City Public Works personnel to present options and review/discuss
report and options considered.
SEA proposes to provide Scope 1 services for a lump sum fee of $140,200. This fee includes all
normal reimbursable costs including printing, travel, per diem, and delivery fees. This proposal
assumes our services will be performed in calendar year 2022.
SEA proposes to provide Scopes 2, 3 and 4 services for an additional lump sum fee of $151,100.
The total combined fee of these services is $291,300.
This proposal assumes that all of the work scope items above will be performed concurrently to take
advantage of economy of scale. If certain scopes above are delayed or decided to be performed at a
different schedule or time this adjustments will be made in the fee to cover additional costs.
This proposal is based on our services and those of our consultants being performed within a time
period of 4 to 6 months from notice to proceed. if our services are extended beyond that time period
they will be considered as additional services and will be billed at ours and our consultant's standard
billing rates.
It is SEA's intent to employ the services of the following consultants to assist with this project.
Mr. Smith
November 17, 2021
Page 4
Civil: CFS Engineers, Kansas City, MO
Mechanical Electrical Plumbing: Custom Engineering, Inc., Kansas City, MO
Architectural: BNIM Architects, Kansas City, MO
Parking and Revenue Control: Parking Whisperer, Oklahoma City OK
Elevator maintenance Contractor: Schindler, St. Louis, MO.
No calculations will be performed to determine the existing structures adequacy as designed or
constructed. If these services are desired SEA would be pleased to provide a proposal for this
additional scope of work. This initial assessment and planning is not intended to serve as
construction repair documents. Upon completion of this initial phase and decision of direction for
the project, SEA will provide a proposal for services to move the project to Design Development,
Construction Documents, Bidding and Construction phases.
Our above scope of services excludes the following.
• Preparation of Construction Documents. A fee for these services will be developed on a final
direction is determined by team.
• Development of a 3D computer model of the existing garages or proposed new garage
options.
• Fire Sprinkler Design
• New LED lighting design. I understand all of the current lighting has already been switched
over to LED.
• The client shall provide copies of site surveys indicating utility line locations, sizes and
capacities.
The attached Terms and Conditions shall become a part of this agreement. Signature or verbal
direction will serve as acceptance of this proposal and the Terms and Conditions and will serve as
notice to proceed.
If you have any questions regarding this proposal, please feel free to contact me at your convenience.
Thank you for your interest in Structural Engineering Associates, Inc.
Sincerely,
Ralph C. Jones P.E.
Encl.
ACCEPTED:
Signature of person authorized to fln contract for the City of Jefferson
Qi Date:
Typed or Printed Uhme
Pagel of 2
Terms and Conditions
Parking Garage Rehabilitation — 201 Madison Street and 209 Jefferson Street
November 17, 2021
Performance of Service: Structural Engineering Associates, Inc. (SEA) shall perform the services
outlined in the attached "Proposal for Condition and Rehabilitation of Garages
" in consideration of the stated fee and payment terms.
Additional Services: For additional services not included in the "Proposal for Condition and
Rehabilitation of Garages
". Structural Engineering Associates shall be compensated as follows:
❑ Option 1 - On an hourly basis according to attached Rate Sheet.
® Option 2 - Additional services will not be completed until an amendment identifying scope and fee
for additional services has been signed.
Billing/Payment: The Client agrees to pay SEA for all services performed and all costs incurred.
Invoices for SEA's services shall be submitted, at SEA's option, either upon completion of such
services or on a monthly basis. Invoices shall be due and payable upon receipt. If any invoice is not
paid within 30 days, SEA may, without waiving any claim or right against the Client, and without
liability whatsoever to the client, suspend or terminate the performance of services. Accounts unpaid
30 days after the invoice date may be subject to a monthly service charge of 1.5% on the unpaid
balance. If any portion of an account remains unpaid 60 days after the billing, SEA may institute
collection action and the Client shall pay all costs of collection, including reasonable attorneys' fees.
Access to Site: Unless otherwise stated, SEA will have access to the site for activities necessary for the
performance of the services. SEA will take reasonable precautions to minimize damage due to these
activities, but has not included in the fee the cost of restoration of any resulting damage and will not be
responsible for such costs.
Hidden Conditions: A structural condition is hidden if concealed by existing finishes or if it cannot be
investigated by reasonable visual observation. If SEA has reason to believe that such a condition may
exist. SEA shall notify the Client who shall authorize and pay for all additional costs associated with
the investigation of such a condition and, if necessary, all costs necessary to correct said condition. If
(1) the Client fails to authorize such investigation or correction after due notifications, or (2) SEA has
no reason to believe that such a condition exists, the Client is responsible for all risk associated with
this condition, and SEA shall not be responsible for the existing condition nor any resulting damages to
persons or property.
Hazardous Materials: SEA shall have no responsibility for the discovery, presence, handling,
removal, disposal or exposure of persons to hazardous materials of any form.
Jobsite Safety: The Client agrees that the General Contractor shall be solely responsible for jobsite
safety, and warrants that this intent shall be carried out in the Client's contract with the General
Contractor. The Client also agrees that the Client, the Consultant and the Consultant's subconsultants
shall be indemnified by the General Contractor and shall be made additional insureds under the
General Contractor's policies of general liability insurance.
Indemnification: The Client shall, to the fullest extent permitted by law, indemnify and hold harmless
SEA., his or her officers, directors, employees, agents and subconsultants from and against all damage,
liability and cost including reasonable attorneys' fees and defense costs, arising out of or in any way
connected with the performance of the services under this agreement, excepting only those damages,
liabilities or costs to the extent caused by the sole negligence of SEA.
Fiduciary Responsibility: The Client confirms that neither the Consultant nor any of the Consultant's
subconsultants or subcontractors has offered any fiduciary service to the Client and no fiduciary
REV 2/24/15
Page 2 of 2
responsibility shall be owed to the Client by the Consultant or any of the Consultant's subconsultants
or subcontractors, as a consequence of the Consultant's entering into this Agreement with the Client.
Information for the Sole Use and Benefit of the Client: All opinions and conclusions of SEA,
whether written or oral, and any plans, specifications or other documents and services provided by
SEA are for the sole use and benefit of the Client and are not to be provided to any other person or
entity without the prior written consent of SEA. Nothing contained in this agreement shall create a
contractual relationship with or a cause of action in favor of any third party against either SEA or the
Client.
Certifications, Guarantees and Warranties: SEA shall not be required to execute any document that
would result in SEA certifying, guaranteeing or warranting the existence of any conditions whose
existence SEA cannot ascertain.
Limitation of Liability: In recognition of the relative risks, rewards and benefits of the project to both
the Client and SEA, the risks have been allocated such that the Client agrees that, to the fullest extent
permitted by law, SEA's total liability to the Client for any and all injuries, damages, claims, losses,
expenses or claim expenses arising out of this Agreement from any cause or causes, shall not exceed
$500,000. Such causes include, but are not limited to, the SEA's negligence, errors, omissions, strict
liability, breach of contract or breach of warranty.
Ownership of Documents: All documents produced by SEA under this Agreement are instruments of
SEA's professional service and shall remain the property of the SEA and may not be used by the Client
for any other purpose without the prior written consent of SEA.
Assignment: Neither party to this Agreement shall transfer, sublet or assign any rights under or
interest in this Agreement (including but not limited to monies that are due or monies that may be due)
without the prior written consent of the other party. Subcontracting to subconsultants normally
contemplated by the Consultant shall not be considered an assignment for purposes of this Agreement.
Dispute Resolution: Any claims or disputes between the Client and SEA arising out of the services to
be provided by SEA or out of this Agreement shall be submitted to nonbinding mediation. The Client
and SEA agree to include a similar mediation agreement with all contractors, subconsultants,
subcontractors, suppliers and fabricators, providing for mediation as the primary method for dispute
resolution among all parties.
Termination of Services: This Agreement may be terminated at any time by either party should the
other party fail to perform its obligations hereunder. In the event of termination for any reason
whatsoever, the Client shall pay SEA for all services rendered to the date of termination, and all
reimbursable expenses incurred prior to termination and reasonable termination expenses incurred as
the result of termination.
Standard Care: In performing its services hereunder, SEA will endeavor to perform in a manner
consistent with that degree of care and skill ordinarily exercised by member of the same profession
currently practicing under similar circumstances. SEA makes no warranties or guarantees, express or
implied, under this agreement or otherwise, in connection with its services.
Consequential Damages: The Client and SEA both agree to waive any claims for consequential
damages against each other.
Permits and Approvals: It is the responsibility of the Owner to obtain all necessary permits and
approvals.
REV 2/24/15