Wayfinding Design Services
AGREEMENT BETWEEN CITY OF SALINA AND
GUIDANCE PATHWAY SYSTEMS INC.
FOR PROFESSIONAL SERVICES
PROJECT: Create, Design, and Plan; Engineer a Comprehensive Sign System for
the CITY OF SALINA:
AGREEMENT
THIS AGREEMENT made and entered into this 22nd day of August 2005, by and
between Guidance Pathway Systems, Inc., hereinafter referred to as
"CONSULTANT' and the Downtown Development Authority and CITY OF SALINA,
KANSAS together hereinafter referred to as "CITY ", for and in consideration of the
following terms, conditions and covenants.
I.
PURPOSE OF AGREEMENT
The CITY intends to enter into an agreement with CONSULTANT to provide
Professional Services and the payment for those services by the CITY as set forth
below. This agreement shall consist solely and entirely of the Agreement that supersedes
any previous Agreement or understanding. This agreement includes all agreed upon
terms and conditions.
II.
SCOPE OF SERVICES
CITY intends to enter into an agreement with CONSULTANT for provision of
professional services as follows:
For The City of Salina and
Public Works Department:
A Comprehensive Site Plan and Sign System:
Create, Design, Plan, Engineer, Document
The CONSULTANT agrees it will perform those professional services for the fees and
costs stipulated below. The detailed scope of services is identified in Exhibit A, herein.
The fees and costs for the scope of services performed and products to be provided in
as identified are described in detail in Exhibit B, herein.
III.
AGREEM ENT PROVISIONS
3.1
Time of Peñormance
Services under this Agreement shall begin within ten (10) days upon
CONSULTANT'S receipt of a written Notice to Proceed. CONSULTANT agrees
to complete this agreement per a mutually agreed deployment schedule, subject
to the provision of this Agreement. During this period, CONSULTANT agrees to
AGREEMENT
PAGE 1
provide services as required by the CITY within the scope of the Agreement.
CONSULTANT further agrees to submit written reports as required by the CITY
relating to the activities performed by the CONSULTANT hereunder. In the event
the services are not completed within the contemplated time frame through no
fault (by third parties) of the CONSULTANT, the term of this Agreement may be
extended by mutual agreement of the CONSULTANT and the CITY.
3.2
Compensation and Method of Payment
3.2.1 Fee and Compensation Schedule
CITY shall compensate the CONSULTANT for performing these services and
providing products as identified in "Exhibit B Schedule of Fees and Costs" -
Create, Design, Plan and Engineer a Comprehensive Sign System for The
CITY OF SALINA, Kansas
3.2.2 Invoices
CONSULTANT shall submit invoices to the CITY no later than the 30th day of the
month for work accomplished and identified in Exhibit B under this Agreement.
3.2.3 Reimbursable Expenses
CONSULTANT shall be reimbursed for out of pocket expenses directly
chargeable to the project, at actual cost incurred. Reimbursable expenses will
include but not be limited to: Identifiable communication expenses, reproduction
costs, additional graphic expenses and for other services not covered by the
scope of this contract and not applicable to general overhead. These services
and costs shall be reimbursed at actual cost. The total cost of the reimbursable
expenses to be paid by CITY pursuant to this section shall not exceed $3,500.00.
3.3
Additional Services
3.3.1 Requests for Additional Services
The undertaking by the CONSULTANT to perform professional services defined
within this Agreement is only for those services specifically described herein.
Upon the request of CITY, the CONSULTANT may agree to perform additional
services. The CITY shall pay the CONSULTANT for the performance of such
additional services an amount (in addition to all other amounts payable under this
Agreement) based on both an hourly fee in accordance with CONSULTANT'S
current professional fee schedule, and additional fee or product price schedules
as provided by the CONSULTANT. In addition, reimbursable expenses will be
reimbursed so incurred by the CONSULTANT; unless the parties to this
Agreement execute a lump sum addendum to Agreement which addresses the
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PAGE 2
additional services. No additional services shall be provided unless specifically
approved in advance and in writing by the CITY.
3.3.2 Changes in Scope/Conditions
Additional Services shall include revisions to work previously performed that are
required because of a change in the data or criteria furnished to the
CONSULTANT. It can include a change in the scope of concept of the project
initiated by the CITY, or services that are required by changes in the
requirements of public agencies, after work under this Agreement has
commenced.
3.3.3 Use of Work, Documents and Names.
3.3.4 Ownership of Original Documents
All original documents, including, but not limited to drawings, sketches,
specifications, instructions, maps, as built drawings, reports, test reports, etc. that
result from the CONSULTANT'S services pursuant to this Agreement remain the
sole property of the CITY and are not intended or represented to be suitable for
re-use by the CITY or others.
3.3.5 Use of Reproducible Copies
If requested as a service, CITY will be provided with a set of AUTO CAD
compatible digital and/or reproducible copies of any maps and/or drawings
prepared by the CONSULTANT. In consideration CITY agrees that no additions,
deletions, changes or revisions shall be made to it without the express written
consent of the CONSUL T ANT. Any re-use without written verification of
adaptation by the CONSULTANT mandates that CITY indemnify and hold the
CONSULTANT harmless from all claims, damages, losses and expenses,
including but not limited to attorney's fees, arising out of or resulting therefrom.
3.3.6 Photographs
Photographs of any completed project embodying the services of the
CONSULTANT provided hereunder may be made by the CONSULTANT and
shall be considered as its property, and may be used by it for publication.
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PAGE 3
3.3.7 Use of CONSULTANT'S Work
A.
Reports, recommendations, specifications, drawings, technical data,
sketches and any information prepared or furnished to the CITY by the
CONSULTANT are the property of, and for exclusive use by the CITY as
deemed appropriate.
Without prior written approval of the CITY, CONSULTANT shall not use
specific written project data for any other purpose than the performance of
work contemplated by the Agreement.
B.
3.4 Termination
3.4.1 Termination
3.5
A.
For Cause.
The CITY may terminate this agreement for cause, giving thirty- (30) day's
prior written notice in the event of default by the CONSULTANT. In such
event, CITY shall be liable for the dollar amount due for all for all
CONSUL T ANTS services performed prior to the date stated in the notice
upon which such cancellation becomes effective.
B.
For Convenience.
Either party may at any time terminate the agreement in whole or in part
for its convenience upon thirty (30) days written notice in which event
CONSUL TANT shall be entitled to recover for all its services performed
prior to the date stated in the notice upon which such cancellation
becomes effective, together with its reasonable extra costs incurred by
reason of the cancellation. No amount shall be allowed for anticipated
profit on unperformed services.
Obligations of CITY
3.5.1 Data to be furnished
The CITY shall provide CONSULTANT with all data, studies, and surveys, GIS
maps plans and all other pertinent information concerning the Project in the
possession of the CITY upon request.
3.5.2 Designated Representative
The CITY and the CONSULTANT shall designate a representative. That person
for the CITY is Mr. Shawn O'Leary, Director of Public Works for the City of Salina
and for the CONSULTANT Mr. Richard Golber, President.
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PAGE 4
3.6
Parties Bound by Agreement
3.6.1 Parties to the Agreement
The parties bound by this Agreement are the CONSULTANT and the CITY OF
SALI NA, Kansas.
3.6.2 Assignment of Interest in Agreement
This Agreement and any interest associated with this Agreement may not be
assigned, sublet or transferred by either party without the prior written consent of
the other party. CONSULTANT agrees to perform all the consulting, evaluations,
reports, and other services furnished by CONSULTANT as specified in the
Agreement as an independent CONSULTANT and not as a Sub-CONSULTANT,
agent, or employee of the City of CITY OF SALINA. No such approval shall
relieve CONSULTANT from any of its obligations or liabilities under the
Agreement.
Nothing contained herein shall be construed to prevent CONSULTANT from
employing such independent CONSULTANTS, associates and sub-
CONSULTANTS, as CONSULTANT may deem appropriate to assist in the
performance of the services hereunder.
3.6.3 Rights and Benefits
Nothing herein shall be construed to give any rights or benefits arising from this
Agreement to anyone other than CONSULTANT and the City of Salina, Kansas.
3.7
Professional Standards
Standard of Peñormance
CONSULTANT shall perform all work in a good, professional, and competent
manner in conformity with all applicable professional standards based on the
requirements of the Agreement.
3.7.1 Other Agreements
CONSULTANT is entering into this Agreement with the understanding that the
CITY has no other agreements, either written or oral, for professional services
relating to this specific project which include any of those services within the
Scope of Services defined herein.
AGREEMENT
PAGE 5
3.7.2 Approvals Not Guaranteed
All work performed by CONSULTANT will be in accordance with the highest
professional standards and in accordance with all applicable governmental
regulations. However, CONSULTANT does not warrant or represent that any
governmental approval will be obtained, only that the CONSULTANT will
exercise its best efforts to obtain all such approvals contemplated under this
Agreement.
3.7.3 Governmental Regulations Affecting land Use
Unless the Scope of Services of this Agreement includes an investigation into the
applicable land use, zoning and platting requirements for the Project,
CONSULTANT shall proceed on the assumption that the Project as presented by
the CITY OF SALINA, is in accordance with all applicable governmental
regulations.
3.8
Insurance and Hold Harmless Provisions.
3.8.1 Insurance Requirements.
CONSULTANT shall procure and maintain insurance, in the amounts set
forth below, for protection from claims under worker's compensation acts,
claims for damages because of bodily injury including personal injury,
sickness or disease or death of any and all employees or of any person
other than such employees, and from claims or damages because of injury
to or destruction of property including loss of use resulting therefrom.
CITY shall be included as an additional insured, and will be provided thirty (30)
days written notice of cancellation, non-renewal or substantial coverage revision.
COVERAGES
Workers' Compensation Michigan
Statutory Coverage and Employer's
includin a ro riate Federal Acts
Comprehensive General Liability
Liability
SCHEDULE MINIMUMS
$100,000 B each accident
$100,000 B each employee
$500,000 B olic limit for disease
$1,000,000 B bodily injury each occurrence
$1,000,000 B bodily injury aggregate
$1,000,000 B property damage each
occurrence
$1,000,000 B ro ert dama e a re ate
$1,000,000 Bare ate
Same as Comprehensive General Liability
Products B Com leted 0 erations
Business Auto Liability
All autos owned, hired, or used
Professional Liabilit
Excess or Umbrella Liabilit
AGREEMENT
PAGE 6
An insurer holding a current certificate of authority pursuant to Kansas Statutes
shall write insurance. Prior to commencing any work on the agreement or
agreement, certificates of insurance, approved by the CITY OF SALINA,
evidencing the maintenance of said insurance should be furnished to the project
manager. The certificates shall provide that no material alteration or cancellation,
including expiration and non-renewal, shall be effective until thirty (30) days after
receipt of written notice by the CITY. All coverage shall name the CITY as an
additional insured.
Receipt of certificates or other documents of insurance or policies or copies of
policies by the CITY OF SALINA, or by any of its representatives, which indicate
less coverage than required will not constitute a waiver of the CONSULTANT'S
obligation to fulfill the insurance requirements herein
3.8.2 Certificate of Insurance.
Certificates of all insurance required from the CONSULTANT shall be attached to
this agreement as "Exhibit C" and shall be subject to the CITY's approval for
adequacy.
3.8.3 Hold Harmless Provisions.
Consultant will indemnify, defend and hold harmless the City of Salina from all
claims, damages and losses and expenses, including but not limited to, attorney
fees, arising out of or resulting therefrom out of the performance of the
Agreement unless such claims are a result of The City of Salina or the City of
Salina's negligence.
3.8.4 Limitations of Liability
The CITY shall not be liable in agreement or in tort (including negligence) to
CONSULTANT, SUB-CONSULTANT or suppliers of CONSULTANT, regardless
of tier, for incidental or consequential damages arising out of or resulting from the
CITY'S performance or nonperformance of its obligations under this Agreement,
or from CITY'S termination or suspension of the services under this agreement.
3.10
Modification
All changes, requests for performance of extra work, or amendments to the
Agreement must be authorized in writing and signed by the parties hereto.
3.11
Patent and Copyright Indemnity
No infringement. CONSULTANT represents and warrants that, as to project
work, the systems used, and any documentation provided by the CONSULTANT
hereto, neither the sale thereof to the CITY nor the use thereof by the CITY will
violate any U.S. copyright, U.S. patent, trade secret or trademarks of any person.
AGREEMENT
PAGE 7
CONSULTANT shall hold the CITY harmless from all judgements and expenses,
including expenses of the CITY for any legal defense and attorney's fees of any
lawsuit or claim against the CITY OF SALINA, concerning any alleged patent or
copyright infringement in CONSULTANT'S work.
3.12 Records and Audit.
CONSULTANT shall keep accurate records and books of account showing all
charges, disbursements or expenses made or incurred by CONSULTANT in the
performance of the work herein. The CITY shall have the right, upon reasonable
notice; to audit up to three years after payment of its final invoice, the direct
costs, expenses and disbursements made or incurred in connection with the
work performed.
3.13 Conflict of Interest.
This agreement is intended to secure CONSULTANT'S assistance and
cooperation and shall operate to preclude CONSULTANT from performing work
for others during the term of this Agreement which would result in a conflict of
interest with the relationship represented by this Agreement. In the event that
CONSULTANT undertakes such work, CONSULTANT shall promptly so notify
the CITY OF SALINA and it may, at its option, immediately terminate this
Agreement.
3.14 Force Majeure.
Neither party shall be responsible for delays or failures in performance of work
resulting from acts beyond the reasonable control of such party. Such acts shall
include but not be limited to acts of Nature, strikes, lockouts, riots, acts of war,
governmental regulations superimposed after the fact, earthquakes and other
catastrophes.
3.15 Compliance with laws.
CONSUL T ANT agrees that it will comply with all applicable federal, state, and
local laws, regulations, and codes in the performance of this agreement.
CONSULTANT further agrees to indemnify the CITY for any loss or damage that
may be sustained by reason of CONSULTANT'S failure to comply with such
federal, state, and local laws, regulations, and codes in the performance of this
agreement.
AGREEMENT
PAGE 8
3.16 Permits, Licenses and Compliance with Law
In connection with scope of work to be performed as identified in Agreement,
the CITY shall notify, and CONSULTANT shall at its expense, procure all
necessary Permits and Licenses for business operations by the firm.
3.17 Applicable State law and Venue
This Agreement shall be interpreted and construed in accordance with the laws
of the State of Kansas and any lawsuits concerning this Agreement shall be
brought in Saline, Kansas.
3.18
Exhibits
The following exhibits are attached to and made a part of this Agreement:
3.18.1 Exhibit A.
Description of Scope of Services and Work Plan.
3.18.2 Exhibit B.
Schedule of Fees, Costs and Reference Items for Scope
of Services (attachment of unit costs/quantities, "family
of signs").
3.18.3 Exhibit C.
Insurance and Indemnification Certificates.
AGREEMENT
PAGE 9
IN WITNESS WHEREOF, The CITY and the CONSULTANT have executed this
Agreement the day and year indicated below.
CITY OF SALINA
£~;), ~
WITNESSES:
UIDANCE PATHWAY
YSTEMS, INC
(Signature)
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~ignature) n ì f\
KlLl~A-i\~ G()\~ '(~.e> (\~
(Signature)
(Printed Name & Title
AGREEMENT
PAGE 10
EXHIBIT A
SCOPE OF SERVICES AND WORK PLAN
SERVICES FOR THE PLANNING, DESIGN AND ENGINEERING OF A
COMPREHENSIVE SIGN SYSTEM FOR THE CITY OF SALINA, KANSAS
SERVICES TO BE PERFORMED
I. GENERAL
The CONSULTANT shall:
Create, plan, design and engineer a system of signage to reflect the character
and identity of the area and the desired future identity of the area identified by the
City of CITY OF SALINA. The CONSULTANT shall familiarize itself with the
identified area and its environment and shall proceed to create a signage system
to be placed and located within the perimeter of the area, establishing a routing
system and to identify destinations and parking in and around the area.
II.
SERVICES TO BE PERFORMED
Create, Design, Engineer Sign System Master Sign Plan
Within one hundred fifty (150) days of execution of the Agreement
CONSULTANT will complete Phase I of the project as identified below:
1.
A custom designed and complete "family of signs" to reflect the character
and identity of the CITY including the existing City of Salina logo design. A
master site plan for proximity locations of the signs with sign types,
legends and messages in and around designated "Downtown" and other
portions of the City. This includes both pedestrian wayfinding and general
parking management for the designated area.
An ability for the site plan and the sign designs to be linked to the overall
future wayfinding system for the City.
Drawings and general specifications of the signs based on CITY approval
complying with both KDOT and County regulations for signing in "the right
of way" .
2.
3.
AGREEMENT
PAGE 11
EXHIBIT B
SCHEDULE OF FEES AND COSTS AND ADDITIONAL SERVICES
The following is our cost proposal based on a realistic appraisal of our past.
experience with similar community requirements and of the project as specifically
identified in bid documents. This costing projection may change as to the actual
services rendered, co-production, optional services required by the client. We
have also enclosed, with historical basis, a cost range for signage completed in
other communities and guidelines for installation based on our methods.
TOTALS
ASSESSMENT REVIEW
WAYFINDING PLAN TOTAL
MAN HOURS
COST
45
$ 4,000.00
SURVEY, MAPPING AND SITE PLAN
SITE PLAN TOTAL
WAYFINDING PLAN
DESIGN TOTAL
70
45
70
$ 8,275.00
$ 4,000.00
$12,500.00
SPECIFICATIONS AND ENGINEERING
TOTAL
DOCUMENTATION TOTAL
45
45
$ 6,500.00
$ 7,500.00
MEETING TOTAL (3) T& E
"Fast Trac" is one meeting
$ 6,000.00
PROJECT TOTAL
$44,775.00
$ 3,500.00
PROJECTED REIMBURSABLES
T & E Per Diem will include Travel, Hotel, Meals, One Rental Car
Reimbursables will include copying, misc. out of pocket directly related to
project.
AGREEMENT
PAGE 17
CONSIDERED ADDITIONAL SERVICES NOT PART OF CONTRACTED SCOPE OF
WORK
GENERAL MANUFACTURING (With Management Approval)
. Reconcile designs, shop specifications, sign lists
. Final cost estimates
. Budget and timeline for fabrication and delivery
. Production orders
. Manufacturing specifications for Bid
. OPTIONS .
. Material Samples prior to manufacturing
. Prototypes prior to manufacturing
. Custom design work
. Manufacture of system
. Storage
. Staging
. Handling and labeling
. Shipping
. Review of proposals
. Installation management
MANUFACTURING COSTS N/A
. INSTALLATIONI MANAGEMENT
. Staging and receipt
. Sign installation methods
. Maintenance recommendations
. Spare parts recommendations
OPTIONS
. Installation management
. On-site installation support
. Expanded documentation
. Assistance in sign consolidation/sign reduction
. Assistance in receipt, inspection, staging
. Instructions for inspection needs
. Managing installation inspections
. Engineering support
. Maintenance book
AGREEMENT
PAGE 18
EXHIBIT B CONTINUED
SCHEDULE OF FEES AND COSTS AND PAYMENT TERMS
(Intentionally left blank, see next page)
AGREEMENT
PAGE 19
General Compensation and Payment
CONSULTANT shall be compensated for tasks of the project in those phases
identified in Exhibit A as completed by the CONSULTANT. The general payment
terms to the CONSULTANT for project services or products are as follows:
SERVICE OR PRODUCT PAYMENT
General Payment Terms for Services Net thirty (30) Days
Purchase order authorizing consulting services Thirty (30%) retainer of the total amount of
and approved by the City/CITY is also based on the purchase order shall be paid prior to
the preparation of sign structure designs, CONSULTANT starting the consulting
mapping and site plan information, preliminary services and fabrication of the signs ordered.
branding and generator assessment work Consulting services shall be billed on a
completed prior to first visit. proQressive basis.
Completion and shipment of the purchase order The balance due on a purchase order for the
for the signs. fabricated signs is payable within thirty (30)
days of receipt of an invoice, subject to
satisfactory inspection of the signs received
by the CITY Downtown Development
Authority/ CITY.
Payment is delinquent after thirty (30) days following receipt of invoice by the City
of CITY OF SALINA. If any part of the invoice is disputed, payment will be
withheld only on the disputed portion of such invoice.
AGREEMENT
PAGE 20
Travel and Per Diem and Misc. Expenses
Schedule of costs and fees for services
The following is a listing of those costs and fees for services related to the
planning, design, engineering, and other requests for technical help and/or
information that may be required. These charges apply for any expenses
incurred in addition to those as identified. Miscellaneous charges for copies,
presentation books, and other materials will be company's cost and are
accounted for in reimbursable expenses.
PROJECT MANAGEMENT, DESIGN AND PLANNING
(Hourly Rates)
Principal - Planner
Department Manager
Senior Professional Planner
Project Manager
Professional Planner
Senior Graphic Designer
Technician
Paraprofessional
Researcher
$150.00
$125.00
$125.00
$110.00
$ 95.00
$ 95.00
$ 55.00
$ 55.00
$ 40.00
ENGINEERING SERVICES
Professional Engineer I
Senior Design Engineer
Professional Engineer III
Design Engineer
Engineer Intern
Engineer Technician
Economist/Market analyst
$150.00
$130.00
$ 95.00
$ 85.00
$ 75.00
$ 55.00
$ 95.00
LANDSCAPE ARCHITECTURE
Senior Professional Landscape
Architect
Landscape Architect
$ 95.00
$ 65.00
ADMINISTRATIVE SERVICES
Senior Administrative
Administrative
$ 45.00
$ 40.00
AGREEMENT
PAGE 21
EXHIBIT C
INSURANCE AND INDEMNIFICATION CERTIFICATES
(Must meet City of Salina standard requirements as attached)
AGREEMENT
PAGE 22
a~y ofl
!;¡
Salina
Professional Service Insurance
Re uirements
The following requirements shall not be construed to limit the liability ofthe Engineer/Architect orit's
insurer(s). The City does not represent that the specified coverages or limits of insurance are
sufficient to protect the Engineers/Architect's interests or liabilities. Required coverages are to be
maintained without interruption from the date of the commencement of the work until date of final
payment and termination of any coverage required to be maintained after final payment. For
purposes of this document, the term Contractor refers to the project Architect or Engineer. Questions
regarding these requirements should be directed to Nancy Schuessler, Risk Management Specialist
at (785) 309-5705.
Professional Liability - Errors and Omissions
The Contractorshall provide Architects or Engineers Professional Liability Insurance with
limits not less than $500,000, covering the liability of the Contractor and any and all
consultants, agents, independent contractors, etc. which are employed or retained by the
Contractor. The insurer must be acceptable to the City of Salina. In the event coverage
provided is a claims made coverage, the insurance shall be maintained for a period of not
less than three (3) years after completion of the contract or in lieu thereof purchase of tail
coverage (extended reporting period) under which the City of Salina shall be afforded
protection. Upon review of each project, the Risk Management Department may require
higher or lower coverage limits.
In lieu of the above coverage, the Contractor may provide the described coverage for his
own firm in the above amount and submit proof all his consultants, agents and independent
contractors have insurance deemed adequate by the City of Salina.
Certificate's) of Insurance
Certificate(s) of Insurance acceptable to the City shall be filed with the City at the time the
contract between the City and the Contractor is executed. These certificates shall contain a
provision that coverage afforded under the policies will not be cancelled or substantially
changed until at least thirty (30) days prior written notice has been given to the City and
acknowledged. Note: if the Contractor is subject to worker's compensation law a certificate
shall be provided.
Notice of Claim
The Contractor, upon receipt of notice of any claim in excess of $1,000 in connection with
this contract shall promptly notify the Risk Management Department, (785) 309-5705,
providing full details thereof, including an estimate of the amount of loss or liability.
Indemnification Clause
The Contractor agrees to indemnify and save harmless the City, its officials, agents,
servants, officers, directors and employees from and against all claims, expenses,
demands, judgements and causes of action for personal injury or death or damage to
property where, and to the extent that, such claims, expenses, demands judgement or
causes or action arise from the Contractors negligent acts.
Rev. 1105