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RES 2020-0594 - PSA with Jackson-Jackson Associates for OPW 53889 - Fire Station Kitchen RenovationsIV.C​OMPENSATION AND PAYMENT A.The cost of services as specified in the Scope of Service,shall be performed on an hourly basis,but in no event shall it exceed $30,000.00. Detailed breakdown of costs shall be shown in Exhibit “C”. B.Reimbursable expenses shall be billed to the City by the Provider. C.INCREASE OF FEES The parties hereto acknowledge that,as of the date of the execution of the Agreement,Section 10-142 of the Omaha Municipal Code provides as follows:Any amendment to contracts or purchases which taken alone increase the original fee as awarded (a)by ten percent,if the original fee is one hundred fifty thousand dollars ($150,000)or more,or (b)by seventy-five thousand dollars ($75,000)or more, shall be approved by the City Council in advance of the acceptance of any purchase in excess of such limits.However,neither contract nor purchase amendments will be split to avoid advance approval of the City Council. The originally approved scope and primary features of a contract or purchase will not be significantly revised as a result of amendments not approved in advance by the City Council.The provisions of this section will be quoted in all future City contracts.Nothing in this section is intended to alter the authority of the Mayor under section 5.16 of the Charter to approve immediate purchases. V.OWNERSHIP OF INSTRUMENTS OF SERVICE The City acknowledges the Provider’s documents,including electronic files,as instruments of professional service.Nevertheless,upon completion of the services and payment in full of all monies due to the Provider, the final documents prepared under this Agreement shall become the property of the City.The City shall not reuse on another Project or make any modifications to the documents without prior written authorization of the Provider.The City agrees,to the fullest extent permitted by law,to indemnify and hold harmless the Provider,its officers,directors,employees and subconsultants (collectively,Provider)against any damages, liabilities or costs,including reasonable attorneys’fees and defense costs,arising from or in any way connected with the unauthorized reuse or modification of the documents by the City,regardless of whether such reuse or modification is for use on this Project or another Project. VI.ADDITIONAL SERVICES In the event additional services for the aforementioned Project not covered under this Agreement are required, the Provider agrees to provide such services at a mutually agreed upon cost. VII.INSURANCE REQUIREMENTS The Provider shall carry professional liability insurance in the minimum amount of one half million dollars and shall carry workers’compensation insurance in accordance with the statutory requirements of the State of Nebraska. VIII.INDEMNIFICATION The Provider agrees,to the fullest extent permitted by law,to indemnify,defend and hold harmless the City, its officers,directors and employees (collectively,City)against all damages,liabilities or costs,including reasonable attorney’s fees and defense costs,to the extent caused by the Provider’s negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Provider is legally liable;provided,that with respect solely to the said duty to defend,such duty of the Provider to defend shall arise only if,and to the extent,such duty is covered by Provider’s liability insurance.The City agrees, to the fullest extent permitted by law,to indemnify and hold harmless the Provider,its officers,directors, employees and subconsultants (collectively,Provider)against all damages,liabilities or costs,including reasonable attorney’s fees and defense costs in connection with the Project,to the extent caused by the City’s negligent acts or the negligent acts of anyone for whom the City is legally liable.Neither the City nor the Provider shall be obligated to indemnify the other party in any matter whatsoever for the other party’s own negligence. IX.TERMINATION OF AGREEMENT This Agreement may be terminated by the City upon written notice to the Provider of such termination and specifying the effective date at least seven (7)days prior to the effective date of such termination.In the event of termination,the Provider shall be entitled to just and equitable payment for services rendered to the date of termination,and all finished or unfinished documents,data surveys,studies,drawings,maps,models, reports or photographs shall become, at the City’s option, its property. X.GENERAL CONDITIONS A.Non-discrimination​.Provider shall not,in the performance of this Agreement,discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race,color,creed, religion,sex,marital status,sexual orientation,gender identity,age,or disability as recognized under 42 USCS 12101 et seq.and Omaha Municipal Code section 13-89,race,color,creed,religion,sex, marital status, sexual orientation, gender identity, national origin, age, or disability. B.Captions​.Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. C.Applicable Laws​.Parties to this Agreement shall conform with all existing and applicable City ordinances,resolutions,state laws,federal laws,and existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. D.Interest of the City​.Pursuant to Section 8.05 of the Home Rule Charter,no elected official or any officer or employee of the City shall have a financial interest,direct or indirect,in any City Agreement. Any violation of this section with the knowledge of the person or corporation contracting with the City shall render the Agreement voidable by the Mayor or Council. E.Interest of the Provider​.The Provider covenants that he presently has no interest and shall not acquire any interest,direct or indirect,which would conflict with the performance of services required to be performed under this Agreement;he further covenants that in the performance of this Agreement,no person having any such interest shall be employed. F.Merger​.This Agreement shall not be merged into any other oral or written agreement,lease,or deed of any type. This is the complete and full Agreement of the parties. G.Modification​.This Agreement contains the entire Agreement of the parties.No representations were made or relied upon by either party other than those that are expressly set forth herein.No agent, employee,or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. H.Assignment​.The Provider may not assign its rights under this Agreement without the express prior written consent of the City. I.Strict Compliance​.All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written,and no substitution or change shall be made except upon written direction from authorized representative. J.LB 403 Contract Provisions​.​-​NEW EMPLOYEE WORK ELIGIBILITY STATUS -The Contractor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of new employees physically performing service within the State of Nebraska.A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996,8 U.S.C.1324a,known as the E-Verify Program,or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of a newly hired employee. If the Contractor is an individual or sole proprietorship,the following applies:1.The Contractor must complete the United States Citizenship Attestation Form,available on the Department of Administrative Services website at ​www.das.state.ne.us 2.If the Contractor indicates on such attestation form that he or she is a qualified alien,the Contractor agrees to provide the US Citizenship and Immigration Services documentation required to verify the Contractor’s lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE)Program.3.The Contractor understands and agrees that lawful presence in the United States is required and the Contractor may be disqualified or the contract terminated if such lawful presence cannot be verified as required by Neb. Rev. Stat. §4-108. K.Certificate of Authorization​.If this Agreement contemplates the performance of professional architecture or engineering work by the Provider,the Provider shall provide to the City,and maintain in good standing,a current Certificate of Authorization from the State of Nebraska as required by Neb. Rev. Stat. section 81-3436. L.Debarment or suspension by any federal agency.(This section applies if any part of this Agreement is funded by a federal agency.)Office of Management and Budget (OMB)guidelines require that any individual or entity that has been placed on the Excluded Parties List System (“EPLS”-available for review through ​www.sam.gov​)may not be a participant in a federal agency transaction that is a covered transaction or act as a principal of a person participating in one of those covered transactions. These guidelines apply to covered transactions under a grant from any federal agency for which a recipient expects to receive reimbursement for expenditures incurred or an advance on future expenditures. The Contractor providing goods and/or services to the City of Omaha certifies,by acceptance and execution of this Agreement,that neither it nor its principals are presently debarred,suspended, proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal department or agency.The Contractor further agrees,by accepting and executing this Agreement,that it will include this clause without modification in all lower tier transactions,solicitations,proposals,contracts,and subcontracts.Where the Contractor or any lower tier participant is unable to certify this statement, it shall attach an explanation to this Agreement. M.Contract Compliance Ordinance No. 35344, Section 10-192 Equal Employment Opportunity Clause During the performance of this contract, the Contractor agrees as follows: 1)The Contractor shall not discriminate against any employee or applicant for employment because of race,color,creed,religion,sex,marital status,sexual orientation,gender identity,national origin,age,or disability.The Contractor shall ensure that applicants are employed and that employees are treated during employment without regard to their race,color,creed,religion,sex, marital status,sexual orientation,gender identity,national origin,age,or disability.As used herein,the word “treated”shall mean and include,without limitation,the following:recruited, whether by advertising or by other means;compensated;selected for training,including apprenticeship;promoted;upgraded;demoted;downgraded;transferred;laid off;and terminated. The Contractor agrees to and shall post in conspicuous places,available to employees and applicants for employment,notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. 2)The Contractor shall,in all solicitations or advertisements for employees placed by or on behalf of the Contractor,state that all qualified applicants will receive consideration for employment without regard to race,color,creed,religion,sex,marital status,sexual orientation,gender identity, national origin, age, or disability. 3)The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker’s representative of the Contractor’s commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applications for employment. 4)The Contractor shall furnish to the Human Rights and Relations Director all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations,and including the information required by Sections 10-192 to 10-194,inclusive,and shall permit reasonable access to his records.Records accessible to the Human Rights and Relations Director shall be those which are related to Paragraphs (1)through (7)of this subsection and only after reasonable notice is given the Contractor.The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. 5)The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing provisions of Paragraphs (1)through (7)herein,including penalties and sanctions for noncompliance;however,in the event the Contractor becomes involved in or is threatened with litigation as the result of such directions by the City,the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division;and in the case of contracts receiving Federal assistance,the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6)The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations.Such compliance reports shall be filed with the Human Rights and Relations Director.Compliance reports filed at such times as directed shall contain information as to the employment practices,policies,programs and statistics of the Contractor and his subcontractors. 7)The Contractor shall include the provisions of Paragraphs (1)through (7)of this Section,“Equal Employment Opportunity Clause”,and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. N.Conflict.In the event of any conflict between this Agreement and any of the exhibits attached hereto,the terms of this Agreement shall take precedence. EXHIBIT “A” RESERVED EXHIBIT “B” SCOPE OF SERVICES April 30, 2020 (Revision 2) Mr. Mike Oestmann, Contract Administration Manager CITY OF OMAHA Public Works Department 1523 South 24th Street Omaha, Nebraska 68108 REFERENCE: OMAHA FIRE STATIONS #24, #30, AND #61 RENOVATIONS PROPOSAL/LETTER OF AGREEMENT EXHIBIT “B” – City of Omaha Contract JJA #3575 Mr. Oestmann, Please consider this our proposal for providing architectural, mechanical and electrical engineering design services for renovations to the existing Omaha Fire Stations #24 located at 2304 Fontenelle Blvd., Station #30 located at 6936 “F” Street, and #61, located at 1111 “I” Street, Omaha, Nebraska. Work is to include renovations as defined below. SCOPE OF WORK The following scope of work is to be included: 1. Kitchens: a) Replace all of the existing cabinets with modular stainless steel base and wall-hung cabinets, and countertops. Leave 18 inch clearance around cooking ranges and 2-3 inch clearance around hood. b) Replace the kitchen hood over stove to be the new standard Danlar Type 2 hood with no clock box (no NFPA) and variable speed controls at exhaust fan. c) Provide Make-up air intake as close to hood as possible. d) All kitchens shall have quarry tile floors. Modify and salvage existing quarry tile when possible and provide new vinyl base. e) Provide new acoustical lay-in ceiling with Clean-zone tile appropriate for Kitchens. f) Provide new LED lighting and emergency lighting. g) Additional appropriate mechanical, electrical, plumbing, fire sprinkler and specials systems system upgrades are to be included as required to accommodate new work. 2. Exterior walls at Sleeping Rooms, Dining and T.V. Rooms: a) Fur out exterior walls with new 3 inch Z-Furring and rigid insulation. b) Existing carpet and vinyl composition tile flooring will be modified and a new vinyl base installed along the exterior wall. c) Existing improvements that can be removed and relocated to the face of the new wall surface will be modified and relocated or replaced to match existing, including but not limited shelves, plastic laminate desks, etc. d) Existing built in casework and wardrobe units will remain and new exterior wall furring will stop short of units to allow adequate clearance for doors to fully open. City of Omaha 2 03/03/20 Fire Stations #24, #30, #61 Renovation Project e) At Fire Station #61 the acoustical lay-in ceiling system will be modified to allow the wall furring to extend the full height of the exterior wall. f) At Fire Station #30 the existing tectum ceiling panels will not be altered and the wall furring will be terminated at the existing ceiling line. g) At Fire Station #24 the existing concealed spline ceiling system will not be altered and the wall furring will be terminated at the existing ceiling line. h) Modify and extend the existing mechanical, electrical, plumbing, and special systems work as required to accommodate the furring out of the exterior walls in areas to be remodeled. Where modifications are required, work shall include replacement of outdated light fixtures and installation of new convenience outlets and television cable and data outlets. 3. Not all windows will be replaced, only Owner designated units. At this time replacement of existing exterior windows will limited to all sleeping rooms and designated fire station t.v. lounge/dining areas as requested and coordinated with the Owner. All windows in the bedroom spaces shall be operable and include blackout shades. a) Where existing cable television and low voltage wiring has been core drilled to run through the existing wood window frames, re-route existing cables through wall and seal to make a water tight penetration. 4. Any existing vinyl composition tile in the construction area to be remove or modified that contains asbestos shall be removed by the Owner under separate contract and new flooring installed. 5. Existing fire sprinkler system in the building will be modified only as required to accommodate new construction operations. If the building does not have a fire sprinkler system one will not be installed as part of this project. 6. It is anticipated that one construction contract will be awarded for the renovations at all three stations. The renovation work will be done in phases as required to keep each fire stations in operation. Sleeping rooms will be cleaned at the end of each workday to allow for continual occupancy throughout construction. The kitchen areas shall be modified to minimize disruption of typical use. Therefore it is anticipated that the contactor will only work in one station at a time. SCOPE OF SERVICES We propose to provide the following Scope of Services: 1. We will visit each of the the three (3) existing fire stations to become familiar with existing conditions. 2. We will review any available drawings of each of the existing fire stations to become familiar with the configuration and detailing of each building. 3. We will confer with representatives from the Omaha Fire Department regarding our scope of work. 4. We will prepare a preliminary design for the upgrades to the building, which will reflect the program established for the building and incorporate any modifications that may be required by the City Code Officials and the State Fire Marshal. 5. We will prepare a Statement of Probable Construction Costs for review. 6. We will develop drawings and specifications, ready for bidding. These construction documents will be reviewed with you prior to release for bids. At that time, any corrections or clarifications can be made before the construction documents are released. 7. The Owner will administer the bidding process and we will answer any questions of bidders regarding work. This will include conducting a pre-bid conference and will include a site visit to each fire station and area where work will take place. City of Omaha 3 03/03/20 Fire Stations #24, #30, #61 Renovation Project 8. We will make a recommendation regarding the contractor to perform the work, if requested. 9. We will attend a pre-construction conference with the contractor chosen to perform the work. 10. We will review the contractor’s submittals/shop drawings. 11. Due to the expected phasing of the work, anticipated on-site meetings and site observation every two weeks, and based on previous experience, we will provide a maximum of three (3) site visits per fire station or a total of Nine (9) for the entire project, to observe the work being done and confirm that the contractor is performing the work as required by the contract documents. An observation report will be issued for each trip, with one copy sent to the Owner and one copy to the contractor, indicating any corrections that need to be made. On the third visit at each fire station, upon completion of work at that fire station location, we will prepare a punch list of remaining items to be completed. 12. We will review the contractor’s Requests for Payment. 13. We will issue a Certificate of Substantial Completion for each fire station, at the end of the project. 14. We will work with the contractor to acquire final close-out submittals and warranties required by the contract documents. ITEMS NOT INCLUDED IN THIS PROPOSAL 1. Site or Structural Design Work. 2. Testing or removal of hazardous materials 3. Architectural Design Mechanical, or Electrical Engineering beyond the above indicated scope. 4. Material and/or systems testing. 5. Printing of the Construction Documents. 6. Engineering due to Contractor Error. 7. Additional Scope including Alternates or Change Orders to the Contract Documents requested by the Owner will be negotiated as part of added services. 8. Special Inspections that may be required by the City Omaha Building Code. OWNER FURNISHED ITEMS The Owner will be expected to furnish or perform the following: 1. Furnish copies of drawings of the original buildings and any recent building upgrades for our review, if available. 2. Provide ladders and equipment necessary to access portions of the building from the exterior, prior to bidding. 3. Provide an Asbestos Survey of the building to identify any asbestos containing materials that will need to be removed and have that material removed under a separate contract. 4. Environmental Testing. 5. Independent Testing as required by code. 6. Furnish any City of Omaha front end documents that may be required to be included as part of the project manual. 7. Print construction documents, ready for bidding and distribute documents to bidders. 8. Advertise for bids, as required by City Ordinance. 9. Receive and open the bids. 10. Prepare the Contract for Construction. 11. Radon testing and remediation, if necessary, to be done by Owner. City of Omaha 5 03/03/20 Fire Stations #24, #30, #61 Renovation Project Refer to Appendix “A” for other Standard Terms and Conditions to be included as part of this agreement. We would expect to start our services within two weeks after receipt of your acceptance of this proposal and to complete our services within a mutually agreed upon time frame. If you are in agreement with this proposal, please attach your standard agreement to the face of this proposal as done on previous projects. We very much appreciate your consideration of our firm for this work. Please feel free to contact me with any questions or concerns you have about this proposal. Sincerely, JACKSON – JACKSON & ASSOCIATES, INC. Eileen Korth, AIA, CSI President Enclosure EXHIBIT “C” BREAKDOWN OF COSTS City of Omaha 4 03/03/20 Fire Stations #24, #30, #61 Renovation Project FEE We propose to provide the above described architectural and engineering design services for a fee of 10% of the cost of construction with a minimum fee of $30,000.00. Billing for design services will be based on a fee $30,000.00 through the Bidding Phase. Once bids are received JJA’s design team reserves the right to negotiate a fee adjustment up to 10% of the cost of construction. The reimbursable expenses, not to exceed $600.00, will be billed in addition to the above fee, and would include printing of construction documents for Owner review and postage. Reimbursable expenses exceeding $600.00 would be billed at 1.15 times the direct cost, with your prior approval. INVOICING SCHEDULE 1. Invoices will be issued monthly, as applicable with the monthly payments being due up to the percentage of the total fee noted below, depending on the phase of work, in accordance with the following schedule: Preliminary Design Phase ................................................. 15% of the total fee Design Development Phase .............................................. 20% of the total fee Construction Document Phase .......................................... 40% of the total fee Bidding Phase ................................................................... 5% of the total fee Construction Phase............................................................ 20% of the total fee Total .................................................................................. 100% Fee Should any additional services, outside of the Scope of Services described above be requested, work would be performed on a mutually agreeable lump sum fee basis or on an hourly basis at hourly rates as follows: Architectural Principal ....................................................... $160.00/hr Architect III.................................................. $140.00/hr Architect II ................................................... $125.00/hr Architect I .................................................... $115.00/hr Architectural Associate I................................ $95.00/hr Project Manager ............................................. $90.00/hr Architectural Technician ................................ $80.00/hr Accounting ..................................................... $70.00/hr Administration ............................................... $70.00/hr Farris Engineering Principal ....................................................... $200.00/hr Project Manager ........................................... $180.00/hr Mechanical/Electrical Engineer ................... $145.00/hr Fire Protection Engineer .............................. $135.00/hr Commissioning Agent ................................. $135.00/hr Sr. Mechanical/Sr. Electrical Designer ........ $130.00/hr Field Coordinator/Cost Estimator ................ $120.00/hr Mechanical/Electrical Designer ................... $110.00/hr Project Administrator ................................... $100.00/hr Clerical Staff .................................................. $90.00/hr EXIBIT "D"/APPENDIX A FROM JACKSON-JACKSON & ASSOCIATES, INC. THE CITY OF OMAHA JACKSON - JACKSON & ASSOCIATES, INC. (The Client) (The Firm) Fire Station #24, #30, #61 Renovations 6912 North 97th Circle, Suite 1 Omaha, Nebraska Omaha, Nebraska 68122 APPENDIX “A” Standard Terms and Conditions The following standard terms and conditions supplement the terms of the attached agreement. Access To Site: Unless otherwise stated, the Firm will have access to the site during normal business hours for activities necessary for the performance of the services. The Firm will take precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any resulting damage. Dispute Resolution: Any unresolvable claims or disputes made during design, construction or post-construction between the Client and Firm may be submitted to non-binding mediation, thereby providing for mediation as a method for dispute resolution between all parties. Billings/Payments: Invoices for the Firm's services shall be submitted on a monthly basis. Invoices shall be payable upon receipt and will be considered delinquent 30 days after the invoice date. If the invoice is not paid within 30 days, the Firm may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of the service. Late Payments: Accounts unpaid 30 days after the invoice date may be subject to a monthly service charge of 1.5% (or the legal rate) on the then unpaid balance, which shall be calculated from the invoice due date. In the event any portion or all of an account remains unpaid 90 days after billing, the Client shall pay all costs of collection without limitation, including reasonable attorney's fees, collection agency fees and expenses, court costs and reasonable Firm’s staff costs at standard billing rates for the Firm’s time spent in efforts to collect. Satisfaction With Services: Payment of any invoice by the Client to the Firm shall be taken to mean that the Client is satisfied with the Firm’s services to the date of payment and is not aware of any deficiencies in those services. Indemnification: The Client shall, to the fullest extent permitted by law, indemnify and hold harmless the Firm, his or her officers, directors, employees agents and subconsultants from and against all claims, damage, liability and cost, including reasonable attorney's fees and defense costs, arising out of or in any way connected with the performance by any of the parties above named of the services under this Agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of the Firm. This provision will survive the termination of this agreement for any reason. Inasmuch as the renovation involving an existing building requires that certain assumptions be made regarding existing conditions, and because some of these assumptions may not be verifiable without expending additional sums of money, or destroying otherwise adequate or serviceable portions of the building, the Owner/Client will hold harmless, indemnify and defend the Firm from and against any and all claims regarding undiscoverable conditions in areas of renovation arising out of the professional services provided under this Agreement. Limitation of Liability: In recognition of the relative risks, rewards and benefits of the project to both the Client and the Firm, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, the Firm's total liability to the Client for any an all injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement from any cause or causes, shall not exceed $250,000, but in no event shall the Firm’s liability exceed the amount of available insurance. This limitation shall apply to any and all liability regardless of the cause of action or legal theory pled or asserted. Such causes include, but are not limited to, the Firm's negligence, errors, omissions, strict liability, breach of contract or breach of warranty. THE CITY OF OMAHA JACKSON - JACKSON & ASSOCIATES, INC. (The Client) (The Firm) Fire Station #24, #30, #61 Renovations 6912 North 97th Circle, Suite 1 Omaha, Nebraska Omaha, Nebraska 68122 Delays: The client agrees that the Firm is not responsible for damages arising directly or indirectly from any delays for causes beyond the Firm’s control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters; fires, riots, war or other emergencies or acts of God; failure of any government agency to act in timely manner; failure of performance by the Client or the Client’s contractors or consultants; or discovery of any hazardous substances or differing site conditions. In addition, if the delays resulting from any such causes increase the cost or time required by the Firm to perform its services in an orderly and efficient manner, the Firm shall be entitled to an equitable adjustment in schedule and/or compensation. Termination of Services: This Agreement may be terminated by the Client or the Firm, for convenience without penalty with seven (7) days written notice to the other. If the Client fails to make payment to the Firm in accordance with the payment terms herein, this shall constitute a material breach of this Agreement and shall be cause for termination of this Agreement by the Firm. In the event of termination of this Agreement by either party, the Client shall, within fifteen (15) calendar days of termination, pay the Firm for all services rendered to the date of termination and all reimbursable expenses. The Firm may terminate this Agreement if the Client has suspended this project and has suspended the Firm’s services under this project for more than ninety (90) calendar days, consecutive or in aggregate, or if material changes are made in the conditions under which this agreement was entered into, the scope of services or the nature of the project have changed and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. Betterment: If, due to the Consultant’s oversight, a required item or component of the Project is omitted from the Consultant’s construction documents, the Consultant shall not be responsible for paying the cost required to add such item or component to the extent that such item or component would have been required and included in the original construction documents. In no event will the Consultant be responsible for any cost or expense that provides betterment or upgrades or enhances the value of the Project, except the Consultant will consider being responsible for any extra cost above and beyond the original cost of that item or procedure had it been included as part of the original construction documents. Supplemental Conditions of Agreement: Nothing contained 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 the Firm. No third party other than the Client or Contractor is to rely on any reports or documents issued by this office unless given explicit permission for it to do so by the Architect. Duration of Contract: This contract shall be valid only if services have started prior to two months from the date of this proposal and completed no longer than twelve months from the date of the contract. Hazardous Materials: The Firm and the Firm’s consultants shall have no responsibility for the discovery of, presence of, handling of, removal of, specification for removal of, disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. If any hazardous materials are discovered by anyone on or about the project site, or if it becomes known that such materials may be present at or adjacent to the project site, the existence of which may affect the performance of the services under this Agreement, the Firm shall have the option, and without any liability, to suspend the performance of his or her services until the Client or the Client’s contractors remove such hazardous materials and certify that the project site is in complete compliance with all applicable laws and regulations. Discovery of Mold: Both parties acknowledge that the Architect’s Scope of Services does not include any services related to the presence of mold or other like materials. In the event the Architect or any other party encounters any mold or other like materials on or about the Project site, or should it become known to the Architect that such materials may be present on or about the Project site or any adjacent areas that may affect the performance of the Architect’s services, the Architect may, at its option and without liability for consequential or any other damages, suspend performance of its services under this Agreement until the THE CITY OF OMAHA JACKSON - JACKSON & ASSOCIATES, INC. (The Client) (The Firm) Fire Station #24, #30, #61 Renovations 6912 North 97th Circle, Suite 1 Omaha, Nebraska Omaha, Nebraska 68122 Client retains appropriate consultants or contractors to identify and abate or remove the mold or other like materials. The Client agrees to bear all costs, losses and expenses, including the cost of the Architect’s Additional Services, arising out of or in any way connected with the discovery of mold or other like materials. Standard of Care: The Firm will strive to perform services in a manner consistent with that level of care and skill ordinarily exercised by other members of the Firm’s profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document, or other instrument of service. Code Compliance: The Firm shall put forth reasonable professional efforts to comply with applicable laws, codes and regulations in effect as of the date of (the execution of this Agreement, submission to building authorities, or other appropriate date). Design changes made necessary by newly enacted laws, codes and regulations after this date shall entitle the Firm to a reasonable adjustment in the schedule and additional compensation in accordance with the Additional Services provisions of this Agreement. Fiduciary Responsibility: The Client confirms that neither the Firm nor any of the Firm’s consultants or subcontractors has offered any fiduciary service to the Client and no fiduciary responsibility shall be owed to the Client by the Firm or any of the Firm’s consultants or subcontractors, as a consequence of the Firm’s entering into this Agreement with the Client. Assignment: The Client and the Firm, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other part to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Firm shall assign this Agreement without the written consent of the other. Ownership of Documents: All documents produced by the Firm under this agreement shall remain the property of the Firm and may not be used by the Client for any other endeavor without written consent of the Firm. Changed Conditions: If, during the term of this Agreement, the scope of the project and/or requested scope of services change, or circumstances or conditions that were not originally contemplated by or known to the Firm are revealed, to the extent that they affect the scope of services, compensation, schedule, allocation of risks or other material terms of this Agreement, the Firm may call for renegotiation of appropriate portions of this Agreement. The Firm shall notify the Client of the changed conditions necessitating renegotiation and the Firm and the Client shall promptly and in good faith enter into renegotiation of this Agreement to address the changed conditions. If terms cannot be agreed to, the parties agree that either party has the absolute right to terminate this Agreement, in accordance with the Termination provision hereof. Shop Drawing Review: The Firm shall review and approve or take other appropriate action on the Contractor submittals, such as shop drawings, product data, samples and other data, which the Contractor is required to submit but only for the limited purpose of checking for conformance with the design concept and the information shown in the Construction Documents. This review shall not include review of the accuracy or completeness of details, such as quantities, dimensions, weights or gauges, fabrication processes, construction means or methods, coordination of the work with other trades or construction safety precautions, all of which are the sole responsibility of the Contractor. The Firm’s review shall be conducted with reasonable promptness while allowing sufficient time in the Firm’s judgment to permit adequate review. Review of a specific item shall not indicate that the Firm has reviewed the entire assembly of which the item is a component. The Firm shall not be responsible for any deviations from the Construction Documents not brought to the attention of the Firm in writing by the Contractor. The Firm shall not be required to review partial submissions or those for which submissions of correlated items have not been received. Rejection of Work: The Firm shall have the authority to reject any Work that is not, in the judgment of the Firm, in conformance with the construction documents or work plans. Neither this authority nor the Firm’s good faith judgment to reject or not reject any Work shall subject the Firm to any liability or cause of action to the Contractor, subcontractors or any other suppliers or persons performing work on this project. THE CITY OF OMAHA JACKSON - JACKSON & ASSOCIATES, INC. (The Client) (The Firm) Fire Station #24, #30, #61 Renovations 6912 North 97th Circle, Suite 1 Omaha, Nebraska Omaha, Nebraska 68122 Opinion of Probable Construction Costs: Since the Firm has no control over the cost of labor, materials or equipment, or over the Contractor’s method of determining prices, or over competitive bidding or market conditions, the Firm’s opinions of probable construction cost provided for herein are to be made on the basis of the Firm’s experience and qualifications. These opinions represent the Firm’s best judgment as a design professional familiar with the construction industry. However, the design professional cannot and does not guarantee that proposals, bids or the construction cost will not vary from opinions of probable cost prepared by him. If the Client wishes greater assurances as to the construction cost, he shall employ an independent cost estimator. Permits and Approvals: The Owner, through his Contractor, shall be responsible for obtaining all the necessary licenses, permits and approvals from all applicable agencies having jurisdiction over the project. Confidential Communications: The Firm may be required to report on or render confidential opinions about the past or current performance and/or qualifications of contractors, subcontractors or others engaged or being considered for engagement directly or indirectly by the Client. Those about whom reports and opinions are rendered may as a consequence initiate claims against the Firm. To help create an atmosphere in which the Firm may freely report or express such opinions candidly in the interest of the Client, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Firm against all damages, liabilities or costs, including reasonable attorney’s fees and defense costs, arising or allegedly arising from the rendering of such confidential opinions and reports by the Firm to the Client or to the Client’s agents. Site Safety: The Firm shall not be responsible for or have anything to do with construction site safety or the means, methods, sequences, and operations with construction; that these functions are vested solely in the contractor. Neither the professional activities of the Firm nor the presence of the Firm or its employees and consultants at a construction/project site, shall relieve the General Contractor of its obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. The Firm and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures. The Client agrees that the General Contractor shall be solely responsible for job site 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 Firm and the Firm’s consultants shall be indemnified by the General Contractor and shall be made additional insureds under the General Contractor’s policies of general liability insurance. Delivery of CADD Files If Requested: In accepting and utilizing any drawings, reports and data on any form of electronic media generated and provided by the Firm, the Client covenants and agrees that all such electronic files are instruments of service of the Firm, who shall be deemed the author, and shall retain all common law, statutory law and other rights, including copyrights. The Client agrees not to reuse these electronic files, in whole or in part, for any purpose or project other than the project that is the subject of this Agreement. The Client agrees not to transfer these electronic files to others without the prior written consent of the Firm. The Client further agrees to waive all claims against the Firm resulting in any way from any unauthorized changes or reuse of the electronic files for any other project by anyone other than the Firm. End of Appendix “A”