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HomeMy WebLinkAboutALLiiANCE PSA - Terminal Interior Vision Plan Project - 1.6.2025pdfALLIIANCE GENERAL TERMS AND CONDITIONS OF AGREEMENT FOR PROFESSIONAL SERVICES The following Terms and Conditions supplement the attached proposal for professional architectural services dated 10/18/2024 between Waterloo Regional Airport (hereinafter referred to as "Owner") and Alliiance (hereinafter referred to as "Architect") for Interior Design Services — Interior Vision Plan (hereinafter referred to as "Project): 1. PROJECT DESCRIPTION The Architect shall provide architectural services for the Project as described in this Agreement in a manner consistent with locally accepted standards for professional skill and care. The Architect's services include the following consulting services: To establish an interior vision plan for immediate and future finishes in the terminal common spaces (gate lobby) and Administration Suite. Finishes will harmonize with existing adjacent finishes such that incremental upgrades can occur in a phased approach. Specific finishes include carpet, rubber base and paint. Two palettes will be developed for owner review and selection. An implementation document (road map) will be developed that outlines relevant finishes and recommended locations. (hereinafter referred to as "Services"). 2. OWNER RESPONSIBILITIES Owner shall provide full information to Architect in a timely manner regarding the Project limitations and requirements including construction budget and schedule. Architect shall be entitled to rely on the accuracy and completeness of all requirements, programs, instructions, reports, data, services and information furnished by the Owner. Architect may use such information in performing its Services on the Project and to the fullest extent permitted by law, Owner will defend, indemnify and hold Architect harmless for any damages caused by errors or omissions in such information. The Owner shall designate a representative who is authorized to act on its behalf and will make timely approvals and decisions with respect to the Project. Owner shall give prompt written notice to Architect whenever Owner becomes aware of any fault, defect, or non-conformance in the Project, including any errors, omissions or inconsistencies in Architect's work. Should the Architect be found to have legal liability for such error, omission or inconsistency, failure by the Owner to notify Architect shall relieve Architect of any liability for costs of remedying the same above the sum such remedy would have cost had prompt notification been given when such error, omission or inconsistency was first discovered. Owner warrants that funds are or will be available for prompt payments to Architect under the terms of this Agreement. Architect shall be entitled to full payment for completed work regardless of the timing of or the Owner's failure to receive financing or governmental or other approvals. Architect is not a co -venturer with Owner and the payment of fees and reimbursable expenses is not at risk. Owner or its representative shall submit to any governmental or permitting authority all necessary applications for permits or other required submissions. 3. CONCEALED CONDITIONS Inasmuch as the remodeling and/or rehabilitation of an existing structure requires that certain assumptions be made by the Architect regarding existing conditions, and because some of these assumptions may not be verifiable without the Owner's expending substantial sums of money or destroying otherwise adequate or serviceable portions of the structure, the Owner agrees to bear all costs, losses and expenses, including the cost of the Architect's Additional Services, arising from the discovery of concealed or unknown conditions in the existing structure, or from any deficiencies or inaccuracies in any information furnished to the Architect by or through the Owner. GENERAL TERMS AND CONDITIONS OF AGREEMENT FOR PROFESSIONAL SERVICES 4. HAZARDOUS MATERIALS The Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. Should it become known to the Architect that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of the Architect's Services, the Architect may, at its sole option and without liability for consequential or any other damages, suspend performance of its Services under this Agreement until the Owner retains appropriate qualified consultants and/or contractors to identify and abate or remove the hazardous or toxic materials and warrants that the jobsite is in full compliance with all applicable laws and regulations. 5. OWNERSHIP AND AUTHORIZED USE OF DOCUMENTS All reports, drawings, specifications, computer files, field data, notes and other documents and instruments prepared by the Architect as instruments of Service shall remain the property of the Architect. The Architect shall retain all common law, statutory and other reserved rights including, without limitation, intellectual property and the copyrights thereto. The Owner may retain copies of such documents for its information, reference and use with respect to this Project. The Owner waives any claims against the Architect and agrees, to the fullest extent permitted by law, to indemnify and hold the Architect harmless for any damages, liabilities or costs, including reasonable attorney's fees and costs of defense, resulting from modifications to or reuse of such documents by the Owner, the Owner's contractors, or by anyone for whom the Owner is legally liable without obtaining the Architect's prior written consent. When transmitting copyright -protected information for use on the Project, the transmitting party represents that it is either the copyright owner of the information, or has permission from the copyright owner to transmit the information for its use on the Project. 6. DESIGN PHASE SERVICES During the Design Phase, the Architect shall review the Owner's scope of work, budget and schedule and reach an understanding with the Owner of the Project requirements. Based on the approved Project requirements, the Architect shall develop a design. The Architect shall consider the relative value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics in developing a design for the Project that is consistent with the Owner's schedule and budget for the Cost of the Work. 7. REIMBURSABLE EXPENSES Reimbursable expenses will be invoiced at cost without markup. Expenses include the following: 1. Transportation and authorized out-of-town travel and subsistence; 2. Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extranets; 3. Fees paid for securing approval of authorities having jurisdiction over the Project; 4. Printing, reproductions, plots, standard form documents; 5. Postage, handling and delivery; 6. Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; 7. Renderings, models, mock-ups, professional photography, and presentation materials requested by the Owner; 8. Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; 9. All taxes levied on professional services and on reimbursable expenses; 10. Site office expenses; and 11. Other similar Project -related expenditures. 8. INVOICE TERMS Page 2 of 4 (Revised: 3-2017) GENERAL TERMS AND CONDITIONS OF AGREEMENT FOR PROFESSIONAL SERVICES Architect shall submit invoices on a monthly basis, with payment due within 30 days of date of invoice. Invoices unpaid after 60 days shall accrue interest at a rate of 18% per annum. Owner shall notify Architect in writing of any disputed invoice within 10 days of receipt of invoice. If the Owner fails to make payments in a timely manner, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of Services. The Architect shall provide seven days' written notice to the Owner prior to termination or suspension of Services, and the Architect shall have no liability for delay or damage caused by such termination or suspension. In order to lift suspension, Owner must make payment in full of all outstanding sums due from the Owner. When Architect resumes Services, there shall be an equitable adjustment to the remaining Project schedule and fees as a result of the suspension. 9. REMEDIES FOR NONPAYMENT In addition to other remedies, if Owner does not pay for Architect's Services as agreed, Architect may retain all work not yet delivered to Owner and Owner agrees to return to Architect all of Architect's work that is in Owner's possession or control. Owner agrees not to use or rely upon Architect's work for any purpose whatsoever until it is paid for in full. Architect shall have no liability for delay or other damage caused by any withholding of Architect's work or return of Architect's work for non-payment. 10. TERMINATION This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. Upon termination, Architect shall be entitled to compensation for Services rendered prior to the date of termination, together with reasonable expenses incurred to the date of termination. In the event of termination, suspension or abandonment of the Project by the Owner, the Architect shall be compensated for services performed. The Owner's failure to make payments in accordance with this Agreement shall be considered substantial nonperformance and sufficient cause for the Architect to suspend or terminate services. Either the Architect or the Owner may terminate this Agreement after giving no less than seven days' written notice if the Project is suspended for more than 90 days, or if the other party substantially fails to perform in accordance with the terms of this Agreement. Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. 11. INSURANCE Architect shall carry Commercial General Liability, Workers' Compensation, and Professional Liability insurance in accordance with attached Certificate of Insurance. The Owner shall provide Builder's Risk property insurance. To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 12. WAIVER OF CONSEQUENTIAL DAMAGES Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination. 13. LIMITATION OF LIABILITY To the maximum extent permitted by law, the Owner agrees to limit the Architect's liability for the Owner's damages to the Architect's fee. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. 14. VENUE AND DISPUTE RESOLUTION Page 3 of 4 (Revised: 3-2017) GENERAL TERMS AND CONDITIONS OF AGREEMENT FOR PROFESSIONAL SERVICES This Agreement shall be governed by the laws where the Project is located. In the event of a dispute arising out of or relating to this Agreement, the Architect and the Owner will, unless mutually agreed otherwise, attempt to resolve disputes by formal nonbinding mediation prior to initiating other available legal remedies. 15. STATUTE OF LIMITATIONS Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than either the date of substantial completion for acts or failures to act occurring prior to substantial completion or the date of issuance of the final certificate or payment for acts or failures to act occurring after substantial completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's Services are substantially completed or terminated. 16. ASSIGNMENT Neither party may assign their rights under this Agreement without the written consent of the other party. 17. NO THIRD -PARTY BENEFICIARIES Nothing contained in this Agreement shall be deemed to create a contractual relationship with or give rise to a claim in favor of any third party against either the Owner or Architect. 18. SURVIVAL OF INDEMNITY PROVISIONS All indemnity provisions included in this Agreement shall survive its completion or termination for any reason. 19. COMPENSATION See attached Compensation Proposal. 20. Attachments: 1. Consultant Proposal 21. ENTIRE AGREEMENT AND ACCEPTANCE OF TERMS This Agreement and the attached proposal constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements whether written or oral, and may be amended only by written instrument signed by both parties. The proposal and these general terms and conditions may be accepted by signing the proposal, or by requesting and receiving any work or instruments of Service from the Architect. AGREED FOR THE OWNER: Signed: Quentin Hart Printed: Title: Date: Mayor AGREED FOR ALLIIANCE: Signed: Printed: April E Meyer Title: Date: Principal 12/04/2024 Page 4 of 4 (Revised: 3-2017)