Agreement for Professional Services In Connection With DeGraaf Nature Center Park Entrance Improvements Between City of Holland and M. C. Smith Associates and Architectural Group, Inc.
AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT made and entered as of the day of January, 2017; between City of Holland, City Hall, 270 South River Avenue, Holland, Michigan 49423, hereinafter sometimes referred to as City of Holland; and M. C. SMITH ASSOCIATES AND ARCHITECTURAL GROUP, INC., a Michigan corporation, of 529 Greenwood Avenue, S.E., East Grand Rapids, Michigan 49506, hereinafter referred to as M.C. Smith; WITNESSETH: City of Holland desires to retain and hire as an independent contractor, a professional Architectural and Landscape Architectural firm, licensed by the State of Michigan, to provide certain professional services for design development; preparation of construction plans; preparation of specifications and bid documents; assistance with bidding; and observation of construction for site improvements of DeGraaf Nature Center Park Entrance Improvements in the City of Holland, Michigan as it relates to the Michigan Natural Resources Trust Fund Grant and as outlined in this Agreement. Additionally, M.C. Smith will provide Architectural Services for Building Improvements and Remodeling as directed by the City of Holland which may include: Foyer Addition (2); Roof Replacement; Bathroom Partition Door Replacement (2); Interior Door Replacement and Exterior Door Replacement (2). NOW THEREFORE, City of Holland and M. C. Smith; for the consideration hereinafter set forth, hereby agree as follows: ARTICLE I. GENERAL AGREEMENT FOR SERVICES M. C. Smith agrees to provide professional services for design development, preparation of construction plans, and bid documents for City of Holland in a competent and professional manner. Construction plans and bid documents shall be the property of City of Holland. Page 1
In accordance with the City of Holland receipt of a Michigan Natural Resources Trust Fund Grant, M. C. Smith will prepare construction documents for the following: parking area, improvements include a bituminous drive and permeable paver paving spaces, a shade shelter with fireplace, fieldstone walls, new walks, lighting, native plantings, signage and fencing and Architectural Improvements to the existing Nature Center Building. Site Improvements are as shown on the DeGraaf Nature Center Master Plan New Parking and Entry Area dated February 12, 2016 (attached). Services shall consist of the preparation of construction plans and details and the preparation of construction bid documents including: advertisement; general conditions; special conditions; technical construction specifications; bid proposal; and agreement form. This will be followed by assistance with bidding including: contractor solicitation; bid letting; review of bids; and contract execution for the proposed construction. M. C. Smith shall prepare construction plans and specifications for the improvements to meet all grant requirements. Construction documents will be submitted to the Michigan DNR for approval prior to bidding. M. C. Smith will provide general construction observations for City of Holland, including: pre-construction meetings; progress inspections; and final inspections; and will: assist with general observation of the construction to assist in the correct interpretation of the plans and specification and safeguard City of Holland against defects and deficiencies on the part of the contractors; but M. C. Smith will not guarantee any of the performance of the contractors. M. C. Smith s inspection will consist of visits to the site, on a weekly or bi-weekly basis dependent on progress, checking of shop drawings, checking of submitted materials, and checking of estimates for payments to the contractors; but does not include responsibility for construction methods, sequences of procedures, safety precautions, delays of the contractors Page 2
nor imperfections in the contractors work which may be covered in the absence of M. C. Smith. Estimates of construction quantities and cost prepared by M. C. Smith are made on the basis of experience and represent their best judgement as design professionals, but they cannot and do not guarantee that the construction quantities or cost will not vary from quantity and cost estimates. ARTICLE II. PAYMENT In accordance with the above described services, City of Holland will compensate M. C. Smith a Lump Sum Professional Fee of $30,300.00 for the Michigan Natural Resources Trust Fund Grant Improvements. In addition to this fee, M. C. Smith would be reimbursed for the following project related expenses. Soil Borings and Soil Investigations Project related printing, copying, CAD plots Postage and Travel Expense At Actual Cost Per attached Itemized Reimbursable Expenses For any site project additions or cost increases over $307,100 in construction value (costs) City of Holland will compensate M.C. Smith 8% of these costs in addition to the $30,300.00 professional fee. For all Building Architectural Improvements, the City of Holland will additionally compensate M.C. Smith 8% of the costs of Building, Remodeling and Improvements. City of Holland is responsible for the cost of any permits and permit applications fees for the project. Payment will be made by the City of Holland to M. C. Smith, on a monthly basis based upon M.C. Smith s estimated percentage of project contract document or construction completion, subject to the review of City of Holland. Monthly billings will be up to 80% of the Page 3
professional fee when the bids have been let and 100% of the total upon completion of the final punch list. The 20% portion of the fee between bidding and project completion will be invoiced for and during the construction phase services. Professional Services will include: on-site meetings, including pre-construction meeting, site inspections, punch list, and final inspection. In the event any portion of the work, for which plans have been prepared, is not constructed, fees for that portion of the work will not exceed 80% of the professional fee. The professional fees will be invoiced by the 7th of the month for payment by the end of that month. ARTICLE III. TIME M. C. Smith agrees that the services to be performed, as provided in Article I of the Agreement, will commence promptly following notification of contract approval and proceed in an expeditious and orderly manner through an agreed upon work schedule and M. C. Smith agrees to utilize their best efforts to complete the services contracted for in a complete and professional manner. ARTICLE IV. SERVICES City of Holland will designate one or more representative(s) of the City with respect to the work to be performed pursuant to this agreement; and such person(s) shall have conditional authority to transmit instruction, receive information, interpret and define City of Holland s policies and decisions with respect to the work covered by this agreement, but subject to authority and control of City of Holland City Council. ARTICLE V. TERMINATION This agreement may be terminated by either party upon seven (7) days prior written notice to the other party without cause or reason. In the event of termination, M. C. Smith shall be paid for the satisfactory services performed by M. C. Smith to the termination date; and, shall be payable to M. C. Smith upon submission by him of an invoice broken down as to the work for the categories described above, and upon tender to Page 4
City of Holland of all completed work and work in process for the items described in Article I above, there shall be no liability to either party for liquidated damages or other consequential damages caused by any such termination. ARTICLE VI. AMENDMENTS Any changes in this agreement must be by mutual written consent of both parties, and no amendments, or changes in this agreement shall be binding upon the other except as provided in a mutual written agreement between the parties reflecting such changes or amendments. ARTICLE VII. COMPLIANCE M. C. Smith agrees to comply with all applicable laws, regulations and ordinances, whether local, state or federal, with respect to the services to be performed pursuant to this agreement, and to also comply with all applicable worker's compensation laws, state and federal income tax laws, and state and federal antidiscrimination laws, whether general or specific, and to hold City of Holland harmless by reason of any claims made against M. C. Smith for violation of any such regulations, laws or ordinances. ARTICLE VIII. GOVERNING LAWS This agreement shall be governed by the laws of the State of Michigan and be interpreted according to such laws. Page 5
M. C. SMITH ASSOCIATES AND ARCHITECTURAL GROUP, INC. ITEMIZED REIMBURSABLE EXPENSES January 2017 Description Cost Unit 8-½ x 11 Black and White Copies $.20 Each 8-½ x 11 Color Copies $1.25 Each 11 x 17 Black and White Copies $.25 Each 11 x 17 Color Copies $1.75 Each 12 x 18 CAD Bond Print $.75 Each 24 x 36 CAD Bond Print $1.50 Each 30 x 42 CAD Bond Print $2.00 Each Bond Printing 24# $.25 Per square foot 8-½ x 11 Color Print 24# $3.50 Each Color Printing 24# wt. $5.00 Per square foot Color Printing 36# wt. $8.00 Per square foot Binding & Stapling $1.00 Each Comb Binder $1.75 Each Mileage Expense $.55 Per Mile Postage At actual cost UPS Expense At actual cost