Page 11 - Bernardon+CSC Response to RFP 220927

TERMS AND CONDITIONS OF AGREEMENT FOR PROFESSIONAL SERVICES OF BERNARDON circumstances; or (C) An assumption by services caused by its negligence; however, the 20. Choice of Law: Unless otherwise
January 1, 2022 Bernardon to liability greater than or differing failure by Owner, and/or the Owner’s specified, the Law of the State or
from those explicit in this Agreement; or (D) Contractors or Subcontractors and Owner’s Commonwealth where the project resides shall
An assumption by Bernardon of the liabilities Consultants to notify Bernardon of such defects govern this Agreement. Terms in this
1. Hourly Rate Schedule: 5. Construction: Bernardon will not have expenses, or costs involved, arising from, or of any other party. in a timely fashion shall relieve Bernardon of Agreement shall have the same meaning as
Principal $220.00 control or charge of and shall not be alleged to have arisen from the Contractor’s the costs of remedying the defects above the those in AIA Document B101-2017, Standard
Director $220.00 responsible for construction means, methods, performance or the failure of the Contractor’s 12. Risk Allocation/Limitation of Liability: sum such remedy would have cost had prompt Form of Agreement Between Owner and
Director of Interior Design $200.00 techniques, sequences, or procedures, nor for work to conform to the design intent and the The risks have been allocated such that the notification been given. Architect, and AIA document A201-2017,
Associate $190.00 safety precautions or programs in connection contract documents. Bernardon agrees to be Owner agrees that to the fullest extent General Conditions of the Contract for
Senior Project Director $180.00 with the Work, for the acts or omissions of the responsible for its employees’ negligent acts, permitted by law, Bernardon’s total liability to 15. Waiver of Consequential Damages: Construction, current as of the date of this
Project Director $165.00 Contractor, Subcontractors, or any other errors, or omissions, subject to the limitations the Owner for any and all injuries, claims, Notwithstanding any other provision of this Agreement.
Project Architect/Project Manager $150.00 persons performing any of the Work, or for the of these Terms and Conditions, including, but losses, expenses, damages, or claims expenses Agreement, the Owner agrees that Bernardon
Architect/Senior Designer $140.00 failure of any of them to carry out the Work in not limited to, paragraphs 12, 13, 14, 15, and arising out of this agreement from any cause or shall not be liable for any consequential 21. No Third-Party Beneficiaries: Nothing
Landscape Architect $130.00 accordance with the Contract Documents, 16 below. causes shall not exceed the total amount of the damages claimed or incurred by the Owner, contained in this Agreement shall create a
Designer III $120.00 regardless of whether Architect provides fee paid to Bernardon. Such causes include but any Contractor, Subcontractor, or any other contractual relationship with, or a cause of
Designer II $110.00 construction phase observation or 8. Construction Cost: Bernardon cannot and are not limited to Bernardon’s negligence, person or entity, arising from the Project. action in favor of, any third-party against
Designer I $100.00 administration services; provided, however, does not warrant or represent that bids or errors, omissions, strict liability, breach of Consequential damages waived herein include, Bernardon or the Owner. The Owner and
Office Assistant $ 90.00 Bernardon will promptly inform Owner of any negotiated prices will not vary from the contract, or breach of warranty. Bernardon will but are not limited to, claims for loss of profits, Bernardon expressly and affirmatively disclaim
Rates are subject to change annually. Work which does not conform with the Owner’s project budget or from any estimate of not be responsible for any loss, damage, or loss of business use, loss of beneficial use, loss any intent to designate any third-party as an
Drawings and Specifications when such non- construction cost or evaluation prepared or liability arising from Owner’s negligent acts, of rent, increased overhead, and/or increased actual or intended third-party beneficiary of
2. Reimbursable Expenses: Reimbursable conformance is observed. The Contractor shall agreed to by Bernardon. errors, or omissions or those by Owner’s general conditions. this Agreement.
expenses (such as permits, prints, additional be solely responsible for performance of the consultants, contractors, and agents or from
consultants, overnight deliveries, travel, etc.) Work, including adherence to the requirements 9. Ownership of Documents: Drawings and those of any person whose conduct is not 16. Insurance: Bernardon’s policies for 22. Non-Assignment of Agreement: Neither
will be invoiced based upon actual costs of Bernardon’s Drawings, Specifications, and Specifications as instruments of service are and within Bernardon’s contractual responsibility. Workmen’s Compensation, Professional Owner nor Bernardon shall assign, sublet or
expended times a multiplier of 1.10. Mileage Contract Documents. The Owner expressly shall remain the property of Bernardon whether The Owner agrees that Bernardon shall not be Liability, and Standard Liability Insurance transfer its interest in this Agreement without
will be charged in accordance with the standard agrees that this provision shall be included in the Project for which they are prepared is liable for claims by any present or subsequent protect Bernardon. The Owner shall require the written consent of the other. The Owner
IRS rate. In-house reproduction expenses the contract between the Owner and its executed or not. The Owner will be permitted purchaser of the premises that are the subject of each Contractor, Subcontractor, and/or shall not assign any claim, action or cause of
incurred in the interest of the project will be Contractor(s) for this Project. to retain copies of Drawings and Specifications this Agreement resulting from any actual or Consultant to secure and maintain workers action arising under this Agreement or a breach
invoiced as follows: for information and reference in connection alleged defects in Bernardon’s drawings or compensation, general liability, and thereof or in connection with any of the
Large Format Printing B&W Color 6. Review of Submittals: If included in the with the Owner’s use and occupancy of the from Bernardon’s services. professional liability (where applicable) services performed or required to be performed
scope of Bernardon’s services, Bernardon shall Project provided Bernardon has been paid in
18x24 $2.80 $4.20 review and take appropriate action upon full for its services pursuant to this Agreement, insurance. To the extent available, the Owner by this Agreement to any other person or entity.
24x36 $3.30 $7.80 Contractors' submittals (such as shop drawings, including any additional services requested by 13. Liability for Omissions: If, due to shall procure a policy of builder’s risk
30x42 $4.00 $9.40 product data, and samples), but only for the the Owner. The Drawings and Specifications Bernardon's negligent error, any required item insurance with sufficient limits of liability to 23. Acceptance by Authorization to
Standard Printing: B&W Color limited purpose of checking for conformance shall not be used on other projects, or for or component of the Project is omitted from protect all losses that may reasonably arise Proceed: In the event that Bernardon and the
11x17 $0.28 $0.50 with information given and the design concept completion for this Project by others, except by Bernardon's Documents, Bernardon shall not be from the project. The Owner expressly agrees Owner have not executed this Agreement, the
8½ x11 Single $0.15 $0.25 expressed in Bernardon's Drawings, agreement in writing and with appropriate responsible for paying the cost to add such item to require all of its Contractors, Subcontractors, Owner’s written or verbal authorization to
$0.15 $0.25 Specification, or Contract Documents. Review compensation to Bernardon. or component to the extent that such item or and Consultants to name Bernardon as an Bernardon to proceed with the performance of
Rates are subject to change annually. of such submittals is not conducted for the component would have been otherwise additional insured on each policy of general the services set forth herein shall constitute
acceptance by the Owner of these Terms and
purpose of determining the accuracy or 10. No Impermissible Use of Bernardon’s necessary to the Project or otherwise adds value liability and builder’s risk insurance. Conditions.
3. Payments to Bernardon: Bernardon will completeness of other details, such as Instruments of Service: Bernardon's or betterment to the Project. Bernardon shall
submit monthly invoices for payment, in dimensions and quantities, or for substantiating Drawings, Specification, or Contract only be liable to the extent that such costs 17. Waiver of Subrogation: The Owner and
would have been avoided had Bernardon not Bernardon waive all rights, including all rights 24. Miscellaneous Provision: The Owner
proportion to services performed, and the instructions for installation or performance of Documents shall not be altered or modified in been negligent. In no event will Bernardon be of subrogation, against each other and their agrees that it will include in their agreement
Owner shall make payment upon receipt. For equipment or systems designed by the any way. In the event the Owner (or any responsible for any cost or expense that agents and employees for property damages with any Contractor and/or Construction
any outstanding invoices beyond thirty (30) Contractor, all of which remain the person or entity acting on behalf of Owner) provides betterment, upgrade, or enhancement covered by any property insurance during Manager the following clause: “The Owner
days of the invoice date, interest will be responsibility of the Contractor to the extent uses Bernardon's Drawings, Specification, or Owner shall require and Bernardon acknowledge that nothing in the
charged at a rate of 1.5% per month. Within required by the Contract Documents. Contract Documents in violation of this of the Project. The Owner’s sole and exclusive construction. The
remedy for such negligent omissions where no appropriate like waivers from the Contractors, Owner’s agreement implies any undertaking by
five (5) days of receipt of invoice, Owner shall Bernardon's review shall not constitute Agreement, the Owner releases Bernardon and Bernardon for the benefit of, or which may be
notify Bernardon in writing of any problems approval of safety precautions or of Bernardon's Consultants from all claims and otherwise avoidable costs are incurred by Consultants, and agents. enforced by, the Contractor, or its
with the services of Bernardon that would limit construction means, methods, techniques, causes of action arising from such use(s). The Owner is for Bernardon to perform services 18. Frivolous Suit: In the event the Owner Subcontractors, or the surety of any of them; it
or impede Owner’s ability to remit payment for sequences or procedures. Bernardon's review of Owner, to the extent permitted by law, further necessary to correct the omission without makes a claim or brings an action against being understood that Bernardon’s obligations
said services within thirty (30) days. If Owner a specific item shall not indicate approval of an agrees to indemnify and hold harmless charge to Owner; provided that where Bernardon for any act arising out of the are to the Owner in performing such
has not made payment to Bernardon within assembly of which the item is a component. Bernardon and its Consultants from any and all Bernardon's fees or reimbursable expenses performance of the services hereunder, and the obligations. Bernardon may increase the
forty-five (45) days, Bernardon reserves the When professional certification of performance costs and expenses, including the cost of would have been higher had the omitted item or Owner fails to prove such a claim or action, burdens and expense of the Contractor, or its
right to discontinue services. Bernardon’s characteristics of materials, systems or defense, related to claims and causes of action component been included prior to construction, then the Owner shall pay all legal and other Subcontractors, or the surety of any of them.”
discontinuation of services shall be without equipment is required by Bernardon's asserted by any third person or entity to the Bernardon shall be entitled to such increased costs incurred by Bernardon in defense of such
liability for consequential or other damages Documents, Bernardon shall be entitled to rely extent such costs and expenses arise from the fees and reimbursable expenses. claim or action. 25. Integration: This Agreement represents
resulting from the stoppage. Bernardon shall upon such certification to establish that the Owner's impermissible use, alteration or 14. Owner's Remedies: The Owner shall the entire and integrated Agreement between
be reimbursed for all legal and other reasonable materials, systems, or equipment will meet the modification of Bernardon's Documents under promptly report to Bernardon any known or 19. Arbitration: Claims, disputes, or other the Owner and Bernardon and supersedes all
costs related to collection of past due amounts. performance criteria required by Bernardon's this paragraph. suspected errors, omissions, and/or defects in matters in question between the parties to this prior or contemporaneous negotiations,
Documents. Bernardon agrees to review Bernardon's services or those of Bernardon's agreement arising out of or relating to this representations, or agreements, either written or
4. Termination or Suspension: This submittals within ten (10) business days upon 11. Standard of Care: Notwithstanding any consultants, so that Bernardon may take Agreement or breach thereof may, if both oral. This Agreement may not be amended,
agreement may be terminated by either party receipt of submittal. other provisions in this agreement to the parties agree, in writing, be subject to and modified or changed, except in writing. The
upon seven days’ written notice should the contrary, nothing herein contained shall be measures to minimize the consequences of such decided by arbitration in accordance with the Owner and Bernardon each binds himself, his
other party fail substantially to perform in 7. Design Without Construction Review: It construed as: (A) Constituting a guarantee, defect. The Owner warrants that Owner will Construction Industry Arbitration Rules of the partners, successors, assigns, and legal
accordance with its terms through no fault of is agreed that if the professional services of warranty, or assurance, either expressed or impose an identical notification requirement in American Arbitration Association currently in representatives to the other party to this
the party initiating the termination. In the event Bernardon do not extend to or include the implied, that the professional services will yield the contract(s) of all Contractors retained by effect unless the parties mutually agree Agreement and to the partners, successors,
of termination not the fault of Bernardon, review or site observation of the Contractor’s or accomplish a perfect outcome for the Owner and shall require all subcontracts at any otherwise. assigns, and legal representatives of such other
Bernardon shall be compensated for all services work or performance, the Owner will defend, project; or (B) Obligating Bernardon to level to contain a like requirement. Bernardon party with respect to all terms, conditions, and
performed and reimbursable expenses to indemnify, and hold harmless Bernardon from exercise professional skills and judgment shall be responsible for correcting defects in its covenants of this Agreement.
termination date. any claim or suit whatsoever. Such claims greater than that which can be reasonably
shall include, but are not limited to, payments, expected from other architects under like
Terms and Conditions of Agreement for Professional Services of Bernardon | January 2, 2022 Page 2 of 2
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BERNARDON | Response to Request for Proposal
CSC | 201 Little Falls Renovation | September 27, 2022 Page 10