The URL can be used to link to this page

Home My WebLink About2018-05-21-J01J Library Soffit Professional Services Agr AGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: May 21, 2018 AGENDA ITEM: Consideration of approval of a resolution approving Agreement for Professional Consulting Services with Slingshot Architecture (Library Soffit Project) FORMAT: Resolution SYNOPSIS INCLUDING PRO & CON: This agreement for Professional Consulting Services with Slingshot Architecture is related to repair and replacement of the soffit system around the library as well as repair of miscellaneous insulation discrepancies. Project Schedule  Construction Drawings: May 2018  Construction Quotes: May 2018  Construction: June/July 2018 FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: $9,500 plus reimbursable expenses COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: The City Attorney has reviewed the agreement and finds it satisfactory. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Professional Services Agreement PREPARED BY: Brad Deets, Development Services Director REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: J1J THE CITY OF WAUKEE, IOWA RESOLUTION 18- APPROVING AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH SLINGSHOT ARCHITECTURE [LIBRARY SOFFIT PROJECT] IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the City desires to retain the services of Slinghot Architecture, related to the design development and construction and bid administration for the Waukee Library Soffit Improvement Project; AND, WHEREAS, the City Attorney has reviewed the Agreement for Professional Consulting Services and finds it satisfactory; NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee that the Agreement for Professional Consulting Services with Slingshot Architecture [Library Soffit Project] is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved the 21st day of May, 2018 ____________________________ William F. Peard, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman R. Charles Bottenberg Courtney Clarke Shelly Hughes Larry R. Lyon 1 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into this 4th day of May, 2018, by and between City of Waukee, a municipal corporation, hereinafter referred to as "City," and Slingshot Architecture, party of the second part, hereinafter referred to as "Consultant" as follows: THE CITY HEREBY AGREES TO RETAIN THE CONSULTANT FOR THE PROJECT AS DESCRIBED IN THIS AGREEMENT AND CONSULTANT AGREES TO PERFORM THE PROFESSIONAL SERVICES AND FURNISH THE NECESSARY DOCUMENTATION FOR THE PROJECT AS GENERALLY DESCRIBED IN THIS AGREEMENT. 1. SCOPE OF SERVICES Services provided under this Agreement shall be as further described in Exhibits A & B, Scope of Services. 2. SCHEDULE The schedule of the professional services to be performed shall conform to the Schedule set forth in Exhibit C. Any deviations from the Schedule shall be approved by the authorized City representative. The City agrees that the Consultant is not responsible for delays arising from a change in the scope of services, a change in the scale of the Project or delays resulting from causes not directly or indirectly related to the actions of the Consultant. 3. COMPENSATION A. In consideration of the professional services provided herein, the City agrees to pay the Consultant the following sum NOT-TO-EXCEED, excluding any authorized reimbursable expenses, pursuant to Exhibit B, Reimbursable expenses per exhibit D. I. Basic Services of the Consultant See Exhibit C. B. The Consultant shall invoice the City monthly for services, any reimbursable expenses and any approved amendments to this Agreement, based upon services actually completed at the time of the invoice. Final payment shall be due and payable within 30 days of the City's acceptance of Consultant's submission of final deliverables in accordance with the Scope of Services. C. In consideration of the compensation paid to the Consultant, the Consultant agrees to perform all professional services to the satisfaction of the City by performing the professional services in a manner consistent with that degree of care and skill ordinarily exercised by members of Consultant's profession currently practicing under similar 2 circumstances. If the performance of this Agreement involves the services of others or the furnishing of equipment, supplies, or materials, the Consultant agrees to pay for the same in full. 4. INSURANCE A. Consultant understands and agrees that Consultant shall have no right of coverage under any and all existing or future City comprehensive, self or personal injury policies. Consultant shall provide insurance coverage for and on behalf of Consultant that will sufficiently protect Consultant or Consultant' representative(s) in connection with the professional services which are to be provided by Consultant pursuant to this Agreement, including protection from claims for bodily injury, death, property damage, and lost income. Consultant shall provide worker's compensation insurance coverage for Consultant and all Consultant's personnel. Consultant shall file applicable insurance certificates with the City, and shall also provide evidence of the following additional coverage. B. The Consultant shall provide evidence of comprehensive general liability coverage and contractual liability insurance by an insurance company licensed to do business in the State of Iowa in the limits of at least $1,000,000 each personal injury accident and/or death; $1,000,000 general aggregate personal injury and/or death; and $500,000 for each property damage accident. The evidence shall designate the City as an additional insured, and that it cannot be canceled or materially altered without giving the City at least thirty (30) days written notice by registered mail, return receipt requested. C. The Consultant shall also provide evidence of automobile liability coverage in the limits of at least $500,000 bodily injury and property damage combined. The evidence shall designate the City as an additional insured, and that it cannot be cancelled or materially altered without giving the City at least thirty (30) days written notice by registered mail, return receipt requested. D. The Consultant shall provide evidence of professional liability insurance, by an insurance company licensed to do business in the State of Iowa, in the limit of $1,000,000 for claims arising out of the professional liability of the Consultant. Consultant shall provide City written notice within five (5) days by registered mail, return receipt requested of the cancellation or material alteration of the professional liability policy. E. Failure of Consultant to maintain any of the insurance coverages set forth above shall constitute a material breach of this Agreement. 5. NOTICE Any notice to the parties required under this agreement shall be in writing, delivered to the person designated below, by United States mail or in hand delivery, at the indicated address unless otherwise designated in writing. 3 FOR THE CITY: FOR THE CONSULTANT: Name: City of Waukee Name: Slingshot Architecture Attn: Brad Deets Attn: David Voss Title: Development Services Director Title: Principal Address: 230 W. Hickman Road Address: 305 East Court Avenue City, State: Waukee, IA 50263 City, State: Des Moines IA 50309 6. GENERAL COMPLIANCE In the conduct of the professional services contemplated hereunder, the Consultant shall comply with applicable state, federal, and local law, rules, and regulations, technical standards, or specifications issued by the City. Consultant must qualify for and obtain any required licenses prior to commencement of work, including any professional licenses necessary to perform work within the State of Iowa. 7. STANDARD OF CARE Services provided by the Consultant under this Agreement shall be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. 8. INDEPENDENT CONTRACTOR Consultant understands and agrees that the Consultant and Consultant's employees and representatives are not City employees. Consultant shall be solely responsible for payment of salaries, wages, payroll taxes, unemployment benefits, or any other form of compensation or benefit to Consultant or Consultant's employees, representatives or other personnel performing the professional services specified herein, whether it be of a direct or indirect nature. Further, it is expressly understood and agreed that for such purposes neither Consultant nor Consultant's employees, representatives or other personnel shall be entitled to any City payroll, insurance, unemployment, worker's compensation, retirement, or any other benefits whatsoever. 9. NON-DISCRIMINATION Consultant will not discriminate against any employee of applicant for employment because of race, color, sex, national origin, religion, age, handicap, or veteran status. Consultant will, where appropriate or required, take affirmative action to ensure that applicants are employed, and that employees are treated, during employment, without regard to their race, color, sex, or national origin, religion, age, handicap, or veteran status. Consultant will cooperate with the City in using Consultant's best efforts to ensure that Disadvantaged Business Enterprises are afforded the maximum opportunity to compete for subcontracts of work under this Agreement. 4 10. HOLD HARMLESS Consultant agrees to indemnify and hold harmless the City, its officers, agents, and employees from any and all claims, settlements and judgments, to include all reasonable investigative fees, attorney's fees, and court costs for any damage or loss which is due to or arises from a breach of this Agreement, or from negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its sub consultants or anyone for whom Consultant is legally liable. 11. ASSIGNMENT Consultant shall not assign or otherwise transfer this Agreement or any right or obligations therein without first receiving prior written consent of the City. 12. APPROPRIATION OF FUNDS The funds appropriated for this Agreement are equal to or exceed the compensation to be paid to Consultant. The City's continuing obligations under this Agreement may be subject to appropriation of funding by the City Council. In the event that sufficient funding is not appropriated in whole or in part for continued performance of the City's obligations under this Agreement, or if appropriated funding is not expended due to City spending limitations, the City may terminate this Agreement without further compensation to the Consultant. To the greatest extent allowed by law, the City shall compensate Consultant as provided in Section 18(6) of this Agreement. 13. AUTHORIZED AMENDMENTS TO AGREEMENT A. The Consultant and the City acknowledge and agree that no amendment to this Agreement or other form, order or directive may be issued by the City which requires additional compensable work to be performed if such work causes the aggregate amount payable under the amendment, order or directive to exceed the amount appropriated for this Agreement as listed in Section 3, above, unless the Consultant has been given a written assurance by the City that lawful appropriation to cover the costs of the additional work has been made. B. The Consultant and the City further acknowledge and agree that no amendment to this Agreement or other form, order or directive which requires additional compensable work to be performed under this Agreement shall be issued by the City unless funds are available to pay such additional costs, and the Consultant shall not be entitled to any additional compensation for any additional compensable work performed under this Agreement. The Consultant expressly waives any right to additional compensation, whether in law or equity, unless prior to commencing the additional work the Consultant was given a written amendment, order or directive describing the additional compensable work to be performed and setting forth the amount of compensation to be paid, such amendment, order or directive to be signed by the authorized City representative. It is the 5 Consultant's sole responsibility to know, determine, and ascertain the authority of the City representative signing any amendment, directive or order. 14. OWNERSHIP OF CONSULTING DOCUMENTS All sketches, tracings, plans, specifications, reports, and other data prepared under this Agreement shall become the property of the City; a reproducible set shall be delivered to the City at no additional cost to the City upon completion of the plans or termination of the services of the Consultant. All drawings and data shall be transmitted in a durable material, with electronic files provided when feasible to do so. The Consultant's liability for use of the sketches, tracings, plans, specifications, reports, and other data prepared under this Agreement shall be limited to the Project. 15. INTERPRETATION No amendment or modification of this Agreement shall be valid unless expressed in writing and executed by the parties hereto in the same manner as the execution of the Agreement. This is a completely integrated Agreement and contains the entire agreement of the parties; any prior written or oral agreements shall be of no force or effect and shall not be binding upon either party. The laws of the State of Iowa shall govern and any judicial action under the terms of this Agreement shall be exclusively within the jurisdiction of the district court for Dallas County, Iowa. 16. COMPLIANCE WITH FEDERAL LAW To the extent any federal appropriation has or will be provided for the Project, or any federal requirement is imposed on the Project, Consultant agrees that Consultant will comply with all relevant laws, rules and regulations imposed on City and/or Consultant necessary for receipt of the federal appropriation. Consultant shall provide appropriate certification regarding Consultant's compliance. 17. SOLICITATION AND PERFORMANCE A. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that the Consultant has not paid or agreed to pay any company or person other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or contingent fee. B. The Consultant shall not engage the services of any person or persons in the employ of the City at the time of commencing such services without the written consent of the City. 6 18. SUSPENSION AND TERMINATION OF AGREEMENT A. The right is reserved by the City to suspend this Agreement at any time. Such suspension may be effected by the City giving written notice to the Consultant, and shall be effective as of the date established in the suspension notice. Payment for Consultant's services shall be made by the City for services performed to the date established in the suspension notice. Should the City reinstate the work after notice of suspension, such reinstatement may be accomplished by thirty (30) days written notice within a period of six (6) months after such suspension, unless this period is extended by written consent of the Consultant. B. Upon ten (10) days written notice to the Consultant, the City may terminate the Agreement at any time if it is found that reasons beyond the control of either the City or Consultant make it impossible or against the City's interest to complete the Agreement. In such case, the Consultant shall have no claims against the City except for the value of the work performed up to the date the Agreement is terminated. C. The City may also terminate this Agreement at any time if it is found that the Consultant has violated any material term or condition of this Agreement or that Consultant has failed to maintain workers' compensation insurance or other insurance provided for in this Agreement. In the event of such default by the Consultant, the City may give ten (10) days written notice to the Consultant of the City's intent to terminate the Agreement. Consultant shall have ten (10) days from notification to remedy the conditions constituting the default. D. In the event that this Agreement is terminated in accordance with paragraph C of this section, the City may take possession of any work and may complete any work by whatever means the City may select. The cost of completing said work shall be deducted from the balance which would have been due to the Consultant had the Agreement not been terminated and work completed in accordance with contract documents. E. The Consultant may terminate this Agreement if it is found that the City has violated any material term or condition of this Agreement. In the event of such default by the City, the Consultant shall give ten (10) days written notice to the City of the Consultant's intent to terminate the Agreement. City shall have ten (10) days from notification to remedy the conditions constituting the default. 19. TAXES The Consultant shall pay all sales and use taxes required to be paid to the State of Iowa on the work covered by this Agreement. The Consultant shall execute and deliver and shall cause any sub-consultant or subcontractor to execute and deliver to the City certificates as required to permit the City to make application for refunds of said sales and use taxes as applicable. The City is a municipal corporation and not subject to state and local tax, use tax, or federal excise taxes. 7 20. SEVERABILITY If any portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Agreement shall continue in full force and effect. 21. MISCELLANEOUS HEADINGS Title to articles, paragraphs, and subparagraphs are for information purposes only and shall not be considered a substantive part of this Agreement. 22. FURTHER ASSURANCES Each party hereby agrees to execute and deliver such additional instruments and documents and to take all such other action as the other party may reasonably request from time to time in order to effect the provisions and purposes of this Agreement. 23. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall constitute an original document, no other counterpart needing to be produced, and all of which when taken together shall constitute the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or agents on the day and year first above written. CONSULTANT CITY OF WAUKEE By: ________________________________ By: __________________________ Name: David Voss________________ William F. Peard, Mayor Title: Principal__________________________ PROJECT DESIGN INTENT The following is a description of the project design intent: 1.City of Waukee contacted Slingshot Architecture on March 23 to investigate what may have caused the gypsum soffit over the front entry to the main building to fall onto the lower roof. Upon investigation of the entire building, multiple locations of soffit have deteriorated. In consultation with Baker mechanical Group and the City of Waukee, we discussed the humidifier, a project approximately 3 years ago to insulation/seal the original envelope and the proposed solutions. The recommendation from Baker Group was to turn off the humidifier as it was over designed and if needed a new smaller unit could be installed next winter. Slingshot would focus on replacing the perimeter soffits and repair miscellaneous insulation discrepancies discovered during the soffit removal as well as a few specific known areas which were not fixed during the previous project. 2.Assumed budget $97,000 based upon Hansen Co. estimate. CONSULTANTS 1.The following Client or General Contractor hired consultants are anticipated, but not necessarily represent a comprehensive list: •MPE contractor (if required) 2.SSA hired consultants - N/A GENERAL CONTRACTOR + CONSTRUCTION + CONDITIONS •The AIA A201 will be used to govern the project and included in the General Contractors contract. •Hansen Co. provided all cost estimating for the project. •A maximum one month construction schedule is assumed for the project. A longer schedule will require additional services. •The Clients procurement and delivery method is to solicit three quotes and is not a formal bid process. ENVIRONMENTAL It is the responsibility of the Client to determine if an environmental study is required for this project and conduct such a study if necessary to determine if any environmental concerns are on the property and provide any required remediation. SLINGSHOTARCHITECTURE.COM Wednesday, October 18, 2017- PAGE 2SLINGSHOTARCHITECTURE.COM P A G E 2 ASSUMPTIONS GENERAL • The following is a description of the project design intent: • x • Consultants • The following Client or General Contractor hired consultants are anticipated, but not necessarily represent a comprehensive list. SSA shall be entitled to rely on the accuracy and completeness of services and information furnished by the Client and the Client’s contractors/consultants. • MPE and lighting engineer • Sprinkler Engineer • Environmental remediation consultant • Sounds and/or acoustical engineer • Ktichen equipment consultant • Soils engineer • Special inspection during construction • Construction testing • SSA hired consultants • Structural engineer • SSA will provide the following interior design services. • Wall, ﬂoor, ceiling, woodwork and hardware ﬁnishes • Plumbing and lighting selection in coordination with the MPE engineer and Client. • A maximum _____ month construction schedule is assumed. A longer schedule will require additional serivces. • Any Client-directed changes or revisions to the project, after the completion of Design Development, will be deemed extra services and billed on an hourly basis. SSA will, whenever possible, try to identify any perceived extra services prior to proceeding with work. • It is assumed that the Client will provide all cost estimating during the project. • It is the responsibility of the Client to determine if an environmental study is required for this project and conduct such a study if necessary to determine if any environmental concerns are on the property and provide any required remediation. • EXHIBIT A SLINGSHOTARCHITECTURE.COM Wednesday, October 18, 2017- PAGE 3 CONSTRUCTION DOCUMENTS //   Roofing/Soffit Plan Misc. Insulation repair locations Envelope Details -Roof transitions -Soffit/Eave  Project Manual  CONSTRUCTION   ADMINISTRATION //   Built work Coordination  Pre-Construction Meeting  Submittal Review  RFI Response    Site Visit  Field Reports  Punch List Walk-through  Substantial Completion  Pay App Review SCOPE OF SERVICES EXHIBIT B SLINGSHOTARCHITECTURE.COM P A G E 3 PULLBACK // Drivers, diagram + strategy Questions Pullback Meeting Project Data Analysis Driver Synthesis Diagrams Context Precedent Zoning/Code Investigation Contractor Strategy Consultant Strategy Budget Strategy Basecamp Set up DESIGN DEVELOPMENT // Scope of work + cost analysis Enlarged Plans Wall Sections Critical Details Critical Interior Elevations Finish Schedule Window Schedule Door Schedule Outline Speciﬁcation Coordination Civil/Landscape Structural Mechanical Electrical Plumbing Sprinkler Project Estimate CONSTRUCTION DOCUMENTS // Permit, intent + details Drawings required for construc- tion and permitting Project Speciﬁcations Manual Building Permit Meeting Coordination Civil/Landscape Structural MPE Sprinkler Bidding / Permit Reconcile permit review com- ments Bid Forms/pre-bid conf/bid open- ing CONSTRUCTION ADMIN // Built work Site Plan Approval Building Permit Plangrid Setup Pre-Construction Meeting Construction Schedule Submittal Log Site Visit Plangrid Update Field Reports - 3 Day Turn Punch List Substantial Completion Pay App Review SCHEMATIC DESIGN // Concept, budget + systems Concept Diagram 3D Imagery Site Plan Pre-App Client Budget Cartoon Set Cover Sheet Code Review Floor Plans Building Sections Elevations Assemblies Material Bin Coordination Civil Structural DUE DILIGENCE // Investigation + Analysis ALTA Survey City Site Plan pre app mtg Site Investigation Phase 1 Code Analysis Structural Report Condition Survey HISTORICAL // NPS + SHPO Historical Pres- ervation Process, Approach and Sequence Part 1 1.5 SHPO meeting Part 2 2.5 Registration SHPO Agreement Part 3 BASIC SSA FEE Basic Services are proposed as Fixed Fee and/or Hourly Fee plus reimbursable expenses as outlined below. The following is a breakdown of fees per phase for budgeting and billing purposes. NOTES 1.Reimbursable expenses are in addition to the base fee. See the General Conditions. 2.Basic Services for Architecture on an hourly NTE. PROPOSED PROJECT SCHEDULE •Pullback - N/A •SD - N/A •DD - N/A •CD - May 05 - 18 •Quotes - May 21-31 •Construction start in June 13 - July 19 Slingshot Phase Type of Fee Amount Notes Pullback + Master Planning N/A $0 Schematic Design N/A $0 Design Development N/A $0 Construction Docs Hourly NTE $4,750 (1) Site visit Bidding Hourly NTE $1,450 Review (3) quotes Construction Admin Hourly NTE $3,300 (4) Site visits + Punchlist SSA Subtotal $9,500 Structural Engineer SD - CA N/A $0 TOTAL $9,500 See Note 2 below. SLINGSHOTARCHITECTURE.COM Wednesday, October 18, 2017 - PAGE 4SLINGSHOTARCHITECTURE.COM P A G E 4 FEE + SCHEDULE BASIC SSA FEE Basic Services are proposed as Fixed Fee and/or Hourly Fee plus reimbursable expenses as outlined below. The following is a breakdown of fees per phase for budgeting and billing purposes. PHASE TYPE OF FEE AMOUNT Schematic Design x $x Design Development x $x Bidding x $x Construction Docs x $x Construction Admin x $x TOTAL x $x Basic Services for the SSA + Structural fee are based on percentage of construction cost. We would set convert to a ﬁxed fee at the conclusion of Schematic Design with a Client/SSA agreed upon contractors estimate. Construction cost is deﬁned as base building, MPE and site hard costs. Construction Cost SSA + Structural Fee percentage < 1 million 7% 1 mil - 3 mil 6% 3 mil - 5 mil 5% 5 mil - 10 mil 4.5% NOTES 1. Reimbursables are in addition to the base fee. See the General Conditions 2. Based on the assumption above that construction cost is approximately_______, Basic Services for Architecture and ________ are proposed at ____% of the total construction cost. Cost breakdown for budgeting purposes - SD 20%, DD 25%, CD 35% and CA 20% of the total fee. If the updated construction cost at the conclusion of CD’s is more than 10% greater than the assumed ______ construction budget the SSA + ________ fee will be recalculated to ___% of the CD cost for the shell/interior and site costs. 3. Once we are ready to proceed to a contract, an AIA B105 or B101 - 2007 will be prepared by SSA and sent to you for review and signature. EXHIBIT C NOTE: The schedule above is predicated on the Client request to ﬁnish the construction by____. Many factors will inﬂuence the viability of the schedule above such as timely client decisions, construction manager input, bidding speed construction quickness, ﬁnal scope of project, and other factors that are not in the control of the architect. PROPOSED PROJECT SCHEDULE Pull back 9/26 - 10/3 Contract/schedule agreement period 9/26 Issue Visioning questions to Client 10/3 Proposed Pullback meeting 10/4 Issue Pullback Vision Document Momentum 10/4 - 10/18 Design Phase (2 weeks) 10/18 - 11/15 Create CD’s for multiple bid packages and issued by CM Impact 11/1 - 12/3 Receive permits/construction on various mini projects per CM NOTE: The schedule above is predicated on the Client request to finish the construction by August. Many factors will influence the viability of the schedule above such as timely client decisions, bidding speed, construction quickness, final scope of project, and other factors that are not in the control of the architect. HOURLY RATES SCHEDULE : (rates valid through 12/31/17). It is anticipated Hourly rates will be increased 3% - 5% on 1/1/2018. The hourly rates do not apply for Fixed Projects except to the extent of changes in programming assumptions. They are also applicable to Hourly projects and to any Client-approved additional service hourly work. Principal $180/hr Project Manager $90/hr Project Architect $85/hr Intern III $80/hr Intern II $70/hr Intern I $50/hr Interior Designer $70/hr Office Mgr $55/hr PAYMENTS: Payments to SSA shall be due upon presentation of a monthly Statement. Billings on Monthly Statements of Fixed Fee projects shall be based on the percentage of services completed in the time period covered by the Statement. Billings on Monthly Statements of Hourly projects shall be computed based on hours accrued times the Hourly Rates above. Expenses will be billed in addition to the project fee for both types of Monthly Statements. Payments not made within 30 days are subject to a 1.5%/month interest charge. Payments not made within 60 days shall result in stoppage of work and additional startup charges. In the event of a default in payment and the contract is terminated, the client will return all drawings and electronic data in its possession and have no further right to use the work created by the Architect for this Project. SCHEDULE : SSA will perform professional services with due and reasonable diligence consistent with sound professional practices. STANDARD OF CARE : SSA shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. INSURANCE : The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost. General Liability insurance with $1,000,000 liability limit and A&E/E&O of 2,000,000. OWNERSHIP OF DOCUMENTS | INDEMNIFICATION : The drawings, specifications, sketches, written documents and other documents, including those in electronic form prepared by SSA are Instruments of Service for use solely with respect to this project. The Architect and Client have joint ownership of the Instruments of Service and shall retain all common law, statutory and other reserved rights, including the copyrights. The Client may loan such documents to other Client consultants, including the Contractor, for their use on this project only. The rights of ownership and indemnification are as follows: •The Client may utilize the Instruments of Service with respect to construction, sales, maintenance, leasing, repair and modification of this project. •The Client may utilize the Instruments of Service with respect to another project if the Client engages Slingshot Architecture, Inc. to perform architectural services with respect thereto at a separately negotiated fee. •Slingshot Architecture may use all or any portion of the Instruments of Service on any other project. •Any unauthorized use of the Instruments of Service by the Client shall be at the Client’s risk and without liability to the Architect and the Architect’s consultants. •For the avoidance of doubt, the Client may utilize the Instruments of Service in the event the Architect is terminated prior to completion of the Project provided the Client is not in default at the time of termination of the Architect. The client may also utilize the Instruments of Service for any future additions or renovations to the Project without being required to engage Slingshot Architecture, Inc. to perform architectural services with respect thereto. Owner shall protect, indemnify and hold harmless Architect and Architect’s members, managers, officers, directors, shareholders, trustees, beneficiaries, partners, consultants, agents, employees and attorneys (collectively “Indemnitees”) from and against all loss, costs, damages (other than consequential), settlements, judgments and claims of every type and character, including court costs and reasonable attorneys’ fees, arising out of or resulting from the use of the Instruments of Service insofar as Architect is not performing services in connection therewith for future additions or renovations to the Project insofar as Architect is not performing services in connection therewith or for completion of the Project by others in the event that Architect is terminated. Such obligations 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 described in this Section 6. •Architect shall protect, indemnify and hold harmless Owner and Owner’s members, managers, officers, directors, shareholders, trustees, beneficiaries, partners, consultants, agents, employees and attorneys (collectively, “Indemnitees”) from and against all loss, costs, damages (other than consequential), settlements, judgments, and claims of every type and character, including court costs and reasonable attorneys’ fees, arising out of or resulting from the negligent acts, errors or omissions of one or more members of Architect related to the Project or the breach by Architect of any of the provisions of this Agreement. Architect will indemnify, defend and hold harmless Indemnities from and against all claims, suits, demands, losses and expenses, including reasonable attorneys’ fees, on account of any copyright infringement claim asserted against Indemnitees arising out of Owner’s right to use the Design Documents. Such obligations 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 Section 6. •Consultant’s Claims - Without limitation of Section 6 above, Architect shall indemnify and hold harmless the Indemnitees against all liability, damage, loss, claims, demands and actions arising or resulting from any claims made against any Indemnitee on account of any amounts claimed to be due to any member of Architect’s Team in connection with this Project (other than Architect), provided that Owner is in compliance with its payment obligations hereunder. •Further Assurances - Architect represents and warrants to the Owner that it is the original author of the Design Documents. ELECTRONIC DATA : The data contained in electronic files is made available for convenience of the Owner or Client and his consultants and no representation is made warranting the accuracy of the information or compatibility across software platforms. The data contained in the electronic files does not constitute a contract document and it is the full responsibility of the user to verify and incorporate all revisions as part of the contract documents. By accepting this data, the user agrees to protect and indemnify SSA for all causes and effects due to the use of this data. TERMINATION OF SERVICES : The Client or Architect may terminate this agreement after giving seven days written notice to the other party. In the event of termination, the Owner shall pay the Architect for all services rendered to date of termination and all reimbursable expenses. ASSIGNMENT OF CONTRACT : Neither the Owner or the Architect shall delegate, assign, or otherwise transfer his duties under this agreement without the written consent of the other. REIMBURSABLE EXPENSES : Reimbursable expenses are in addition to Basic Compensation and include expenses incurred by the Architect and his sub-contractors in the interest of the project. Reimbursable Expenses include expenses such as, but not limited to, transportation, project travel, long- distance communication, fees paid for securing approval from regulatory authorities, postage, deliveries, renderings, and models. Expenses are billed as follows: •Mileage per IRS Standard Mileage Rate •Out of house expenses = cost plus 15% •Hired consultants = cost plus 15% •In house b/w 8.5x11 printing = $.10 ea. •In house color 8.5x11 printing = $.50 ea. •In house b/w 11x17 plot = $.25 ea. •Booklet cover, rear, binding = $4 per book •In house color 11x17 plot = $1.00 ea. •In house b/w 12x18 plot = $1.00 ea. •In house color 12x18 plot = $5.00 ea. •In house b/w 24x36 or 30x42 plot = $3.00 ea. •house color 24x36 or 30x42 plot = $10.00 ea. •Diskettes/CD’s/DVD’s/flash drives = $2.00 ea. •In house color photo paper large plots = $25.00 ea. •3/16”x24x36 black gator board = $17.00 ea. •3/16”x30x40 black gator board = $20.00 ea. •1/2”x24x36 black gator board = $24.00 ea. •1/2”x30x40 black gator board = $27.00 ea. AIA SERVICES : Unless an AIA contract is executed between the Client and GSSA, full AIA services are not included within this proposal. Services will be provided as described in the Client/SSA executed agreement and/or on Hourly jobs as requested by the Owner. PRICING ESTIMATES : Neither the Client or SSA has control over the costs of labor, materials, equipment, over contractors methods for determining bid prices, or over competitive bidding, market or negotiation conditions. Accordingly, SSA cannot and does not warrant or represent those bids or negotiated prices will not vary from any established budgetary constraints. The Client may perform its own cost analysis or retain its own cost consultant or contractor. CREDIT/PROMOTIONAL : To the extent within the Client’s control, SSA shall have the right to take photographs, and make other reasonable promotional use of the project, and SSA shall be given appropriate credit on all construction signs or other promotional materials concerning the job. RESIDENTIAL CONDOMINIUMS : Unless otherwise indicated in the Initial Information, the Owner has represented that the Project shall not include a residential condominium. SSA shall provide services based on the Owner’s representation of the intended usage and ownership of the Project. SLINGSHOTARCHITECTURE.COM Wednesday, October 18, 2017 - PAGE 5SLINGSHOTARCHITECTURE.COM P A G E 5 GENERAL CONDITIONS HOURLY RATES SCHEDULE (rates valid through 12/31/17). It is anticipated Hourly rates will be increased 3% - 5% on 1/1/2016. The hourly rates do not apply for Fixed Projects except to the extent of changes in programming assump- tions. They are also applicable to Hourly projects and to any Client-approved additional service hourly work. Senior Principal $180/hr David Voss, Principal $150/hr Dan Drendel, Principal $130/hr Project Manager $90/hr Project Architect $85/hr Intern III $80/hr Intern II $70/hr Intern I $50/hr Ofﬁce Mgr $55/hr PAYMENTS: Payments to SSA shall be due upon presentation of a monthly Statement. Billings on Monthly State- ments of Fixed Fee projects shall be based on the percentage of services completed in the time period covered by the Statement. Billings on Monthly Statements of Hourly projects shall be computed based on hours accrued times the Hourly Rates above. Expenses will be billed in addition to the project fee for both types of Monthly Statements. Payments not made within 30 days are subject to a 1.5%/month interest charge. Payments not made within 60 days shall result in stoppage of work and additional startup charges. In the event of a default in payment and the contract is terminat- ed, the client will return all drawings and electronic data in its possession and have no further right to use the work created by the Architect for this Project. SCHEDULE: SSA will perform profes- sional services with due and reasonable diligence consistent with sound profes- sional practices. STANDARD OF CARE: SSA shall perform its services consistent with the profes- sional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. INSURANCE: The Architect shall maintain the following insurance for the dura- tion of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost. General Liability insurance with $1,000,000 liabil- ity limit and A&E/E&O of 2,000,000. OWNERSHIP OF DOCUMENTS | INDEM- NIFICATION: The drawings, speciﬁca- tions, sketches, written documents and other documents, including those in electronic form prepared by SSA are Instruments of Service for use solely with respect to this project. The Architect and Client have joint ownership of the Instru- ments of Service and shall retain all com- mon law, statutory and other reserved rights, including the copyrights. The Client may loan such documents to other Client consultants, including the Contrac- tor, for their use on this project only. The rights of ownership and indemniﬁcation are as follows: • The Client may utilize the Instru- ments of Service with respect to construction, sales, maintenance, leasing, repair and modiﬁcation of this project. • The Client may utilize the Instru- ments of Service with respect to another project if the Client en- gages Slingshot Architecture, Inc. to perform architectural services with respect thereto at a separately negotiated fee. • Slingshot Architecture may use all or any portion of the Instruments of Service on any other project. • Any unauthorized use of the Instru- ments of Service by the Client shall be at the Client’s risk and without liability to the Architect and the Architect’s consultants. • For the avoidance of doubt, the Cli- ent may utilize the Instruments of Service in the event the Architect is terminated prior to completion of the Project provided the Client is not in default at the time of termi- nation of the Architect. The client may also utilize the Instruments of Service for any future additions or renovations to the Project without being required to engage Slingshot Architecture, Inc. to perform architectural services with respect thereto. Owner shall protect, indemnify and hold harmless Architect and Architect’s members, managers, ofﬁcers, directors, share- holders, trustees, beneﬁciaries, partners, consultants, agents, em- ployees and attorneys (collectively “Indemnitees”) from and against all loss, costs, damages (other than consequential), settlements, judg- ments and claims of every type and character, including court costs and reasonable attorneys’ fees, arising out of or resulting from the use of the Instruments of Service insofar as Architect is not performing services in connection therewith for future additions or renovations to the Project insofar as Architect is not performing services in connec- tion therewith or for completion of the Project by others in the event that Architect is terminated. Such obligations shall not be construed to negate, abridge or otherwise re- duce any other right or obligation of indemnity which would other- wise exist as to any party described in this Section 6. • Architect shall protect, indemnify and hold harmless Owner and Own- er’s members, managers, ofﬁcers, directors, shareholders, trustees, beneﬁciaries, partners, consultants, agents, employees and attorneys (collectively, “Indemnitees”) from and against all loss, costs, dam- ages (other than consequential), settlements, judgments, and claims of every type and character, includ- ing court costs and reasonable attorneys’ fees, arising out of or resulting from the negligent acts, errors or omissions of one or more members of Architect related to the Project or the breach by Architect of any of the provisions of this Agreement. Architect will indemnify, defend and hold harm- less Indemnities from and against all claims, suits, demands, losses and expenses, including reasonable attorneys’ fees, on account of any copyright infringement claim as- serted against Indemnitees arising out of Owner’s right to use the De- sign Documents. Such obligations shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indem- nity which would otherwise exist as to any party or person described in this Section 6. • Consultant’s Claims - Without limitation of Section 6 above, Architect shall indemnify and hold harmless the Indemnitees against all liability, damage, loss, claims, demands and actions arising or resulting from any claims made against any Indemnitee on account of any amounts claimed to be due to any member of Architect’s Team in connection with this Project (other than Architect), provided that Owner is in compliance with its payment obligations hereunder. • Further Assurances - Architect rep- resents and warrants to the Owner that it is the original author of the Design Documents. ELECTRONIC DATA: The data contained in electronic ﬁles is made available for convenience of the Owner or Client and his consultants and no representa- tion is made warranting the accuracy of the information or compatibility across software platforms. The data contained in the electronic ﬁles does not constitute a contract document and it is the full responsibility of the user to verify and incorporate all revisions as part of the contract documents. By accepting this data, the user agrees to protect and indemnify SSA for all causes and effects due to the use of this data. TERMINATION OF SERVICES: The Client or Architect may terminate this agree- ment after giving seven days written notice to the other party. In the event of termination, the Owner shall pay the Architect for all services rendered to date of termination and all reimbursable expenses. ASSIGNMENT OF CONTRACT: Neither the Owner or the Architect shall del- egate, assign, or otherwise transfer his duties under this agreement without the written consent of the other. REIMBURSABLE EXPENSES: Reimburs- able expenses are in addition to Basic Compensation and include expenses incurred by the Architect and his sub- contractors in the interest of the project. Reimbursable Expenses include expenses such as, but not limited to, transpor- tation, project travel, long-distance communication, fees paid for securing approval from regulatory authorities, postage, deliveries, renderings, and mod- els. Expenses are billed as follows: Mileage Per IRS Standard Mileage Rate All out of house expenses at cost plus 15% hired consultants at cost plus 15% In house b/w 8 1/2 x11 printing - $.10 ea. In house color 8 1/2 x11 printing - $.50 ea. In house b/w 11x17 plot - $.25 ea. Booklet cover, rear, binding (per book) - $4 In house color 11x17 plot - $1.00 ea. In house b/w 12x18 or 15x21 plot - $1.00 ea. In house color 12x18 or 15x21 plot - $5.00 ea. In house b/w 24x36 or 30x42 plot - $3.00 ea. house color 24x36 or 30x42 plot - $10.00 ea. Diskettes/CD’s/DVD’s 0 $2.00 ea. In house color photo paper large plots - $25.00 ea. 3/16”x24x36 black gator board - $17.00 ea. 3/16”x30x40 black gator board - $20.00 ea. 1/2”x24x36 black gator board - $24.00 ea. 1/2”x30x40 black gator board - $27.00 ea. AIA SERVICES: Unless an AIA contract is executed between the Client and GSSA, full AIA services are not included within this proposal. Services will be provided as described in the Client/SSA executed agreement and/or on Hourly jobs as requested by the Owner. PRICING ESTIMATES: Neither the Client or SSA has control over the costs of labor, materials, equipment, over contrac- tors methods for determining bid prices, or over competitive bidding, market or negotiation conditions. Accordingly, SSA cannot and does not warrant or represent those bids or negotiated prices will not vary from any established budgetary constraints. The Client may perform its own cost analysis or retain its own cost consultant or contractor. CREDIT/PROMOTIONAL: To the extent within the Client’s control, SSA shall have the right to take photographs, and make other reasonable promotional use of the project, and SSA shall be given appropri- ate credit on all construction signs or other promotional materials concerning the job. RESIDENTIAL CONDOMINIUMS: Unless otherwise indicated in the Initial Informa- tion, the Owner has represented that the Project shall not include a residential condominium. SSA shall provide services based on the Owner’s representation of the intended usage and ownership of the Project. EXHIBIT D