HomeMy WebLinkAboutResolution #5452 RESOLUTION NO. 5452
A RESOLUTION APPROVING A PROJECT SERVICES AGREEMENT WITH
FARNSWORTH GROUP FOR THE CANTON OPERA HOUSE SITE
BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
CANTON,ILLINOIS,AS FOLLOWS:
1. The Project Services Agreement ("Agreement"), substantially in form attached
hereto as "Exhibit A," is hereby APPROVED.
2. The Mayor, or his designee, is hereby authorized and directed to execute the
Agreement, substantially in form attached hereto as "Exhibit A." Except for increasing the
contract price set forth in the Agreement,the Mayor is authorized to make any additional revisions
he determines necessary and in order to accomplish the purpose of the Agreement.
3. That this Resolution shall be in full force and effect immediately upon its passage
by the City Council of the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 7th
day of November, 2023, upon a roll call vote as follows:
AYES: Alderpersons Gossett, Lingenfelter, Ketcham, Hale, Grimm, Lovell, Nelson,
Chamberlin.
NAYS.None
ABSENT: None
APP OVED:
Kent c owell, Ma
ATT T: l
(ndrea J. mith-Walters,Acting City Clerk
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Farnsworth
GROUP
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Canton Opera House Site
Master Plan
City of Canton, Illinois
October 12, 2023
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100 Walnut Streit,Sute Z00
LKFarnsworth p 30a,9.68lin
9.999 s 61602
_ GROUP 30883
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October 12,2023
Ms.Carol Kohler
City of Canton
2 N.Main Street
Canton,Illinois 61520
RE: Project Services Agreement for the Master Planning&Project Budget for the Opera House Site.
Dear Ms.Kohler:
Thank you for the opportunity to talk with you on TEAM's and visit the site for the proposed downtown
green space development. Farnsworth Group, Inc.("Farnsworth Group")is pleased to present this
Project Services Agreement("Agreement")to City of Canton,Illinois ("Client")to provide master
planning&project budget services for the Opera House Site, located in Canton,Illinois. We have
prepared this Agreement to match the scope of the work as we understand it,and identified as follows:
• Meet with the Owner to determine potential programming of the site.
• Prepare a basemap of the site and perform a site analysis.
• Prepare quick sketches of the proposed development to share with the Owner for review and
comments.
• Prepare(1)one final Master Plan and project budget.
• Present the final Master Plan and budget to the City of Canton.
Please let me know if there are any questions regarding the scope,as we've outlined above.The
following pages provide more specific details regarding the scope of work,project approach,project
team,etc.Please indicate your acceptance of this Agreement,including the attached Schedule of
Charges and General Conditions,by signing and returning one copy for our records. We appreciate your
consideration and look forward to working with you on this project.
Sincerely,
FARNSWORTH GROUP,INC.
Bruce A.Brown,PLA
Sr.Landscape Architectural Manager
ENGINEERS I ARCHITECTS I SURVEYORS i SCIENTISTS
SCOPE OF PROFESSIONAL SERVICES/
SCOPE OF WORK
Farnsworth Group's scope of work includes a full-service approach within the parameters set by the scope
identified within this proposal. The scope of work includes the services generally described as follows:
A. Pro*eci kick-oft.meeting
1. Farnsworth Group will meet with the client and review and obtain the following information:
a) Potential programming and use of the space.
b) Obtain from the Owner any mapping of existing conditions and utilities to the site.
c) Review and update the project schedule as needed.
d) Determine the stakeholder that will be involved in this project.
Deliverables
• All provided materials shall be copied to a OneDrive Share site for Owner access.
• Meeting Summary distributed to the stakeholders.
B. Quick"sketch phase
1. Using existing GIS information and mapping provided by the Owner in item A,prepare a scaled
basemap for the project site.
2. Farnsworth Group will prepare up to(2)two quick sketch plans,with some alternates,for the
Owner to review and provide input. We will use elements from your previous Master Plan effort
and build off those based on our site discussion with you and your input for the project kick-off
meeting.
C. Quick sketch client review and.input
1. Farnsworth Group will present the quick sketches to the stakeholder group and seek consensus
on how to proceed to the final Master Plan.
2. Farnsworth Group will provide a meeting summary for distribution to the stakeholders after this
meeting.
Deliverables
• Provide 12 copies of preliminary sketches&alternates.
• Meeting summary distributed to the stakeholders.
D. Final Master Plan and proiect budget
1. Using the input from Item C, Farnsworth Group will prepare(1)one final Master Plan.
2. Farnsworth Group will meet with the stakeholders to review the final Master Plan and make
any adjustments to the plan as required.
3. Upon completion of the Master Plan, Farnsworth Group shall prepare a project budget and
present it to the stakeholders for review and input.
Deliverables
• Provide 12 copies of preliminary sketches&alternates.
• (1)One mounted board with the final Master Plan and inspiration pictures to describe
the final design.
• Project budget with.line-item breakdowns.
City of Canton,Illinois FARNSWORTH GROUP/2
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• Meeting summaries distributed to the stakeholders.
• (1)One Public presentation as directed by the stakeholders group:
I MAIN POINT OF CONTACT/
The Main Point of Contact with Farnsworth Group for this project will be:
Bruce Brown,Landscape Architect
Sr.Landscape Architectural Manager
100 Walnut Street,Suite 200
Peoria,Illinois 61602
Email: bbrown@f-w,com
Office: (309)689-9888
Cell: (309)431-0913
PROFESSIONAL FEES/ 1
Farnsworth Group proposes to provide the described services for a fixed fee of$15,000(Fifteen thousand
dollars&zero cents),plus normal reimbursable expenses. Additional details regarding payment terms and
related policies are included in the attached General Conditions.
PROJECT TIMELINE/
We understand the timeline of the project to be as follows:
• Project Award November 2023
• Quick Sketch Phase November/December 2023
• Final Master Plan January 2024
• Public Presentation February 2024
These dates can be adjusted as the project progresses.
ASSUMPTIONS AND CLARIFICATIONS /
The following assumptions and clarifications support the fees for this proposal.
A. General
1. Basemap will be developed from existing GIS information and data provided by the City of
Canton. No field survey is included.
2. The number of meetings,site visits or travel included in this proposal are mentioned in the
scope of services section. Additional meetings,site visits or travel may be requested on an
hourly basis.
3. Design revisions required as a result of code changes adopted after delivery of 100%
construction documents are not included.
4. This work is expected to commence in November. Significant delays in start date may
require reassessing necessary services,schedule,and fees.
S. Permitting,bidding,or construction administration services are not included in the fee.
City of Canton,Illinois FARNSWORTH GROUP/3
i ADDITIONAL SERVICES/
The following services are not included in the fees forthis proposal,but may be relevant to the project and
can be provided at your request for an additional fee:
Multiple revisions and changes of scope both during and after each phase of service.
• 3D renderings and animations
CLIENT RESPONSIBILITIES/
The following services or items are required to be provided by you to allow Farnsworth Group to complete
the scope of services outlined above.
• Provide existing utility information and any other relevant site information.
AGREEMENT/
FARNSWORTH GROUP,INC. CITY F CANTON,ILLINOIS
J�
Sig Lure Signature
Bruce A.Brown.PLA - l�e�t":/T. H C1N0 L;J,)el-
Typed Name Typed Name
Sr-Landscape Architectural Manager
Title � ) Title A
October 12.2023 J��� L�/ �3
Date Date
City of Canton,Illinois FARNSWORTH GROUP/4
Farnsworth GENERAL CONDITIONS
f GROUP
Date: October 12,2023
Client: City of Canton, Illinois
Project: Opera House Site Master Plan
Standard of Care:Services performed by Famsworth Group under the Agreement Schedule of Charges. Client will reimburse Farnsworth Group at the rate of cost
will be conducted in a manner consistent with that level of care and skill ordinarily plus 10%for reasonable meals and travel expenses incurred in connection with
exercised by members of the profession currently practicing under similar travel requested by Client outside the metropolitan area in which the individual
conditions. No other representation expressed or implied, and no warranty or employee or contractor of Farnsworth Group normally works.
guarantee, is included or intended in the Agreement, or in any report,opinion,
document,or otherwise. Confidentiality: Each party shall retain as confidential all information and data
furnished to it by the other party which are designated in writing by such other party
Entire Agreement: These General Conditions and the signed document to which as confidential at the time of transmission and are obtained or acquired by the
they are attached constitute the entire Agreement between Client and Farnsworth receiving party in connection with the Agreement,and said party shall not reveal
Group and are referred to hereinafter collectively as the "Agreement". The such information to any third party. However,nothing herein is meant to preclude
Agreement supersedes all priorcommunications,understandings and agreements, either disclosing and/or otherwise using information(1)when the information is
whether written or oral. Both parties have participated fully in the preparation and actually known to the receiving party before being obtained or derived from the
revision of the Agreement,and each party and its counsel have reviewed the final transmitting party;or(ii)when the information is generally available to the public
document.Any rule of contract construction regarding ambiguities being construed without the receiving party's fault at any time before or after it is acquired from the
against the drafting party shall not apply in the interpreting of the Agreement, transmitting party;or(iii)where the information is obtained oracquired in good faith
including any Section Headings or Captions. at any time by the receiving party from a third party who has the same in good faith
Precedence: All purchases of Services are expressly limited to and conditioned and who is not under any obligation to the transmitting party in respect thereof;or
upon acceptance of this Agreement The Agreement shall take precedence over (iv)is required by law or court order to be disclosed.
any inconsistent or contradictory provisions contained in any proposal,contract, Compliance with Law:In the performance of services to be provided hereunder,
purchase order, requisition, notice to proceed, or like document regarding Farnsworth Group and Client agree to comply with applicable federal,state,and
Farnsworth Group's services. Any additional or conflicting terms or conditions local laws and ordinances and applicable lawful governmental or quasi-
contained in any purchase order,statement of work,or other document issued by governmental order,rules,and regulations.
Client will not be binding upon Farnsworth Group and are expressly rejected by
Famsworth Group, Modification to the Agreement: Client or Farnsworth Group may,from time to
time,request modifications or changes in the scope of services to be performed
Fee Schedule:Where lump sum fees have been agreed to between the parties, hereunder. Such changes,including any increase or decrease in the amount of
they shall be so designated in the signed document attached hereto and by Farnsworth Group's compensation,to which Client and Farnsworth Group mutually
reference made a part hereof. Where fees are based upon hourly charges for agree shall be incorporated in the Agreement by a written amendment to the
services and costs incurred by Farnsworth Group,they shall be based upon the Agreement.
hourly fee schedule annually adopted by Farnsworth Group,as more fully set forth Notice:All notices required or permitted under this Agreement must be written and wig
in a Schedule of Charges attached hereto and by reference made a part hereof.
Farnsworth Group. Such fees in the initial year of the Agreement shall be those be deemed given and received(a)if by personal delivery,on the date of such delivery,
represented by said Schedule of Charges,and these fees will annually change at (b)if by electronic mail,on the transmission date if sent before 4:00 pm U.S.central
the beginning of each calendar year after the date of the Agreement, time on a business day or,in any other case,on the next business day,(c)if by
nationally recognized overnight courier,on the next business day following deposit for
Opinions of Cost: Farnsworth Group's opinions of probable Project cost or next business day delivery,or(d)if by certified mail,return receipt requested with
construction cost for the Project will be based solely upon its own experience with postage prepaid,on the third business day following deposit. Notice must be
construction. Since Farnsworth Group has no control over the cost of labor, addressed at the address or electronic mail address shown below for,or such other
materials or equipment,or over a contractor's method of determining prices,or over address as may be designated by notice by such Party:
competitive bidding or market conditions,Farnsworth Group cannot and does not If to Client
guarantee that proposals, bids, or the construction cost will not vary from its [Company Entity]
opinions of probable cost. If Client wishes greater assurance as to the construction Attn:Carol Kohler
cost,Client should employ an independent cost estimator. 2 N.Main Street
Invoices:Client will pay Farnsworth Group the fees set forth in the Agreement(the Canton,Illinois
E-mail:
"Fees"). Charges for services will be billed at least as frequently as monthly,and
Ckohler@cantoncityhall.org
at the completion of Project, Client shall compensate Farnsworth Group for any
sales or value added taxes which apply to the services rendered under the If to Farnsworth Group:
Agreement or any amendment thereto. Client shall reimburse Farnsworth Group Farnsworth Group,Inc.
for the amount of such taxes in addition to the compensation due for services. Attn:Bruce A.Brown
Payment of invoices shall not be subject to any discounts or set-offs by Client 100 Wainut Street
unless agreed to in writing by Farnsworth Group. Invoices are delinquent if Peoria,Illinois 61602
payment has not been received within thirty (30) days from date of invoice. E-mail:bbrown@f-w.com
Amounts outstanding more than thirty(30)days will accrue interest at the rate of
1.5% per month (compounded), or if lower, the maximum rate permitted by With a copy(which will not constitute notice)to:
applicable law. Should a past due amount exceed sixty(60)days,Famsworth Farnsworth Group,Inc.
Group shall have the right to suspend all Services,without liability of any kind to Attn:Ryan Perras
Client, until full payment is received. All time spent and expenses incurred 5613 DTC Parkway,Suite 1100
(including attorney's fees)in connection with collection of any delinquent amount Greenwood Village,CO 80111
will be paid by Client to Farnsworth Group per Farnsworth Group's then current
General Conditions/Rev.March 2023
E-mail:rperras@F-W,com Third Party Beneficiaries: Nothing contained in the Agreement shall create a
Facsimile;PDF Signatures.Execution and delivery of this Agreement by delivery contractual relationship with or a cause of action in favor of a third party against
of a facsimile or portable document format("PDF')copy bearing the facsimile or either Client or Farnsworth Group, except as expressly provided herein.
PDF signature of any party hereto shall constitute a valid and binding execution Farnsworth Group's services under the Agreement are being performed solely for
and delivery of this Agreement by such party.Such facsimile and PDF copies shall Client's benefit, and no other party or entity shall have any claim against
constitute enforceable original documents. Farnsworth Group because of the Agreement; or the performance or
nonperformance of services hereunder;or reliance upon any report or document
Force Majeure: Obligations of either party under the Agreement, other than prepared hereunder. Neither Farnsworth Group nor Client shall have any
payment obligations,shall be suspended,and such party shall not be liable for obligation to indemnify each other from third party claims,except as expressly
damages orother remedies while such party is prevented from complying herewith, provided herein. Client and Farnsworth Group agree to require a similar provision
in whole or in part,due to contingencies beyond its reasonable control,including, in all contracts with construction contractors and subconsultants,vendors, and
but not limited to strikes,riots,war,fire,acts of God,injunction,compliance with other entities involved in the Project to carry out the intent of this provision.
any law, regulation, or order, whether valid or invalid, of the United States of Right of Entry: Client shall provide for Farnsworth Group's and / or any
America or any other governmental body or any instrumentality thereof,whether subconsultant's right to enter property owned by Client and/or others in order for
now existing or hereafter created,Inability to secure materials or obtain necessary Farnsworth Group and/or any subconsultant to fulfill the scope of services for this
permits, provided, however, the party so prevented from complying with its Project. Client understands that use of exploration equipment may unavoidably
obligations hereunder shall promptly notify the other party thereof. cause some damage,the correction of which is not part of the Agreement unless
Assignment: Client shall not transfer or assign any rights under or interest in the explicitly so provided.
Agreement,without the written consent of Farnsworth Group. Recognition of Risk: Client acknowledges and accepts the risk that:(1)data on
Dispute Resolution: In an effort to resolve any conflicts that arise during the site conditions such as geological, geotechnical, ground water and other
performance of professional services for the Project or following completion of the substances and materials, can vary from those encountered at the times and
Project, Client and Farnsworth Group agree that all disputes shall first be locations where such data were obtained,and that this limitation on the available
negotiated between senior officers of Client and Farnsworth Group for up to thirty data can cause uncertainty with respect to the interpretation of conditions at
(30) days before being submitted to mediation. In the event negotiation and Client's site;and(2)although necessary to perform the Agreement,commonly
mediation are not successful, either Client or Farnsworth Group may seek a used exploration methods(e.g.,drilling,borings or trench excavating)involve an
resolution in any state or federal court that has the required jurisdiction within 180 inherent risk of contamination of previously uncontaminated soils and waters.
days of the conclusion of mediation. Farnsworth Group's and / or any subconsultant's application of its present
judgment will be subjectto factors outlined in(1)and(2)above.Client waives any
Timeliness of Performance: Farnsworth Group will begin work under the claim against Farnsworth Group and / or any subconsultant, and agrees to
Agreement upon receipt of a fully executed copy of the Agreement, Client and indemnify and hold Farnsworth Group and/or any subconsultant harmless from
Farnsworth Group are aware that many factors outside Farnsworth Group's control any claim or liability for injury or loss which may arise as a result of alleged
may affect its ability to complete the services to be provided under the Agreement contamination caused by any site exploration. Client further agrees to compensate
Farnsworth Group will perform these services with reasonable diligence and Farnsworth Group and/or any subconsultant for any time spent or expenses
expediency consistent with sound professional practices. incurred by Farnsworth Group and/or any subconsultant in defense of any such
Suspension: Client or Farnsworth Group may suspend all or a portion of the work claim, in accordance with Farnsworth Group's and / or any subconsultant's
under the Agreement b notifyingthe other a prevailing fee schedule and expense reimbursement policy.
g y party in writing if unforeseen
circumstances beyond control of Client or Farnsworth Group make normal Authority and Responsibility: Client agrees that Farnsworth Group and any
progress of the work impossible.Farnsworth Group may suspend work in the event subconsultant shall not guarantee the work of any construction contractor or
Client does not pay invoices when due, and Farnsworth Group shall have no construction subconsultant,shall have no authority to stop work,shall have no
liability whatsoever to Client,and Client agrees to make no claim for any delay or supervision or control as to the work or persons doing the work,shall not have
damage as a result of such suspension.The time for completion of the work shall charge of the work,shall not be responsible forsafety in,on,or about the job site,
be extended by the number of days work is suspended, If the period of suspension or have any control of the safety or adequacy of any equipment, building
exceeds ninety(90) days, Farnsworth Group shall be entitled to an equitable component,scaffolding,supports,forms,or other work aids.
adjustment in compensation for start-up,accounting and management expenses.
Electronic Files Transfer.
Termination: If either party defaults in performing any of the terms or provisions
of the Agreement,and continues in default for a period of fifteen(15)days after (a)Farnsworth Group may prepare electronic files which contain machine-readable
written notice thereof,the party not in default shall have the right to immediately information or certain information for a project("Project Files"),Client may request
terminate the Agreement.The non-defaulting party shall be entitled to all remedies Project Files to facilitate Clients understanding of the project The Parties
under Illinois law at the time of breach,including,without limitation,the right to recognize that the Project Files are subject to alteration,either intentionally or
recover as an element of its damages,reasonable attorney's fees and court costs. unintentionally, due to, among other causes, transmission, conversion, media
degradation,software error or human error. The Parties further understand that
Reuse of Documents: All documents including reports,drawings,specifications, the transfer of Project Files from the system and format used by Farnsworth Group
and electronic media prepared by Farnsworth Group and/or any subconsultant to an alternate system or format cannot be accomplished without the introduction
pursuant to the Agreement are instruments of its services for use solely with of anomalies and/or errors.
respect to this Project. Farnsworth Group and/or any subconsultant shall be
deemed the authors and Clients of their respective instruments of service and shall (b)Upon request,Farnsworth Group will supply Project Files to Client upon the
retain all common law,statutory and other reserved rights,including copyrights, express terms and conditions set forth herein:
They are not intended or represented to be suitable for reuse by Client or others (I)The Project Files may not be used for any purpose not related specifically to the
on extensions of the Project or on any other project. Any reuse without specific Clients project Use of these files for development of other projects;additions to
written verification or adaptation by Farnsworth Group will be at Clients sale risk, the project,or duplication of the project at any location is expressly prohibited.
and without liability to Farnsworth Group, and Client shall indemnify and hold
harmless Farnsworth Group or any subconsultant from all claims,damages,losses (11) The Project Files are provided for information purposes only and are not
and expenses including court costs and allomey's fees arising out of or resulting intended as an end product The Project Files may be a work in process,and
therefrom. Any such verification or adaptation will entitle Farnsworth Group to Farnsworth Group is under no obligation to provide Client with any updated
further compensation at rates to be agreed upon by Client and Farnsworth Group. version(s)of the Project Files.
Subcontracting: Farnsworth Group shall have the right to subcontract any part of (Ili)Client acknowledges and understands that the Project Files may not reflect all
the services and duties hereunder without the consent of Client. data contained in the contract documents,addenda,or other pertinent contract-
General Conditions/Rev.March 2023
related documents.Client acknowledges and understands that the Project Files concerning conformance with the Contract Documents. This activity is not to be
may contain data which is not included in the contract documents. interpreted as an inspection service, a construction supervision service, or
(c) BIM Digital Files.With regard to the transfer of Building Information Model guaranteeing the construction contractor's or construction subconsultant's
(BIM)digital files,both Parties agree as follows: performance.Farnsworth Group and I or any subconsultant will not be responsible
for construction means,methods,techniques,sequences,or procedures, or for
(i) Farnsworth Group will provide only those BIM files created for Client's safety precautions and programs, Farnsworth Group and/or any subconsultant
i project.There is no representation the BIM files are comprehensive or comprise a will not be responsible for construction contractor's or construction subconsultant's
complete model of the building. obligation to carry out the work according to the Contract Documents. Farnsworth
Group and/or any subconsultant will not be considered an agent of Client and will
(g)The level of development of the model will be defined consistent with AIA not have authority to direct construction contractor's or construction
Document G202-2013,as agreed by the parties.After reviewing and verifying the subconsultant's work or to stop work.
accuracy of the information contained within Farnsworth Group's BIM files,Client
is authorized to develop its own model to a higher level of development for its own Shop Drawing Review: Client agrees that Farnsworth Group and / or any
uses,but,in doing so,expressly agrees to assume all risks associated therewith. s ubconsultant shall review shop drawings and/or submittals solely fortheir general
conformance with Farnsworth Group's and/or any subconsultant's design concept
Utilities: Client shall be responsible for designating the location of all utility lines and general conformance with information given in the Contract Documents.
and subterranean structures within the property line of the Project. Client agrees Farnsworth Group and/or any subconsultant shall not be responsible for any
to waive any claim against Farnsworth Group and I or any subconsultant,and to aspects of a shop drawing and/or submittal that affect or are affected by the
indemnify and hold harmless from any claim or liability for injury or loss arising from means,methods,techniques,sequences,and procedures of construction,safety
Farnsworth Group and / or any subconsultant or other persons encountering precautions and programs incidental thereto, all of which are the construction
utilities or other man-made objects that were not called to Farnsworth Group's contractor's or construction subconsultant's responsibility. The construction
attention orwhich were not properly located on documents furnished to Farnsworth contractor or construction subconsultant will be responsible for dimensions,
Group. Client further agrees to compensate Farnsworth Group and /or any lengths,elevations and quantifies,which are to be confirmed and correlated at the
subconsultant for any time spent or expenses incurred by Farnsworth Group and I jobsite, and for ordination of the work with that of all other trades. Client
or any subconsultant in defense of any such claim,in accordance with Farnsworth represents that the construction contractor and construction subconsultant shall be
Group's and / or any subconsultant's prevailing fee schedule and expense made aware by Client of the responsibility to review shop drawings and I or
reimbursement policy. submittals and approve them in these respects before submitting them to
Samples: All samples of any type(soil, rock,water, manufactured materials, Farnsworth Group and/or any subconsultant
biological, etc.) will be discarded sixty (60) days after submittal of Project LEED Certification and Energy Models: Client agrees that Farnsworth Group
deliverables. Upon Client's authorization, samples wig be either delivered in and/or any subconsultant do not guarantee the LEED certification of any facility
accordance with Client's instructions or stored for an agreed charge. for which Farnsworth Group and/or any subconsultant provides commissioning,
Discovery of Unanticipated Hazardous Substances or Pollutants: Hazardous LEED consulting or energy modeling services. The techniques and specific
substances are those so defined by prevailing Federal, State, or Local laws. requirements for energy models used to meet LEED criteria have limitations that
Pollutants mean any solid, liquid, gaseous, or thermal irritant or contaminant result in energy usage predictions that may differ from actual energy usage,
including smoke, vapor, soot, fumes, acids, alkalies, chemicals and waste. Farnsworth Group and Ior any subconsultant will endeavor to model energy usage
Hazardous substances or pollutants may exist at a site where they would not very closely to actual usage,but Client agrees that Farnsworth Group and/or any
reasonably be expected to be present.Client and Farnsworth Group and/or any subconsultant will not be responsible or liable in any way for inaccurate budgets
subconsultant agree that the discovery of unanticipated hazardous substances or for energy use developed from the predictions of LEED-compliant energy models.
pollutants constitutes a"changed condition"mandating a renegotiation of the scope LEED certification and the number of LEED points awarded for energy efficiency
of services or termination of services.Client and Farnsworth Group and/or any are solely the responsibility of the U.S.Green Building Council and Green Building
subconsultant also agree that the discovery of unanticipated hazardous Certification Institute.
substances or pollutants will make it necessary for Farnsworth Group and/or any Environmental Site Assessments: No Environmental Site Assessment can
subconsultant to take immediate measures to protect human health and safety,and wholly eliminate uncertainty regarding the potential for Recognized Environmental
/or the environment. Farnsworth Group and/or any subconsultant agree to notify Conditions in connection with a Subject Property.Performance of an Environmental
Client as soon as possible if unanticipated known or suspected hazardous Site Assessment is intended to reduce,but not eliminate,uncertainty regarding
substances or pollutants are encountered. Client encourages Farnsworth Group potential for Recognized Environmental Conditions in connection with a Subject
and l or any subconsultant to take any and all measures that in Farnsworth Group's Property. in order to conduct the Environmental Site Assessment,information will
and l or any subcensultanfs professional opinion are justified to preserve and be obtained and reviewed from outside sources, potentially including, but not
protect the health and safety of Farnsworth Group's and/or any subconsultant's limited to, interview questionnaires,database searches,and historical records.
personnel and the public, and / or the environment, and Client agrees to Farnsworth Group is not be responsible for the quality,accuracy,and content of
compensate Farnsworth Group and/or any subconsultant for the additional cost information from these sources. Any non-scope items provided in the Phase I
of such measures. In addition,Client waives any claim against Farnsworth Group Environmental Site Assessment Report are provided at the discretion of the
and/or any subconsultant,and agrees to Indemnify and hold Farnsworth Group environmental professional for the benefit of Client. Inclusion of any non-scope
and/or any subconsultant harmless from any claim or liability for injury or loss finding(s) does not imply a review of any other non-scope items with the
arising from the presence of unanticipated known or suspected hazardous Environmental Site Assessment investigation or report.The Environmental Site
substances or pollutants. Client also agrees to compensate Famsworth Group and Assessment report is prepared for the sole and exclusive use of Client Farnsworth
/or any subconsultant for any time spent and expenses incurred by Farnsworth Group does not intend,without its written consent,for the Phase 1 Environmental
Group and /or any subconsultant in defense of any such claim, with such Site Assessment Report to be disseminated to anyone beside Client,or to be used
compensation to be based upon Farnsworth Group's and/or any subconsultant's or relied upon by anyone beside Client. Use of the report by any other person or
prevailing fee schedule and expense reimbursement policy. Further, Client entity is unauthorized and such use is at their sole risk.
recognizes that Farnsworth Group and / or any subconsultant has neither
responsibility nor liability for the removal,handling,transportation,or disposal of Consequential Damages:Notwithstanding any other provision of the Agreement,
asbestos containing materials, nor will Farnsworth Group and / or any and to the fullest extent permitted by law,neither Client nor Farnsworth Group,their
subconsultant act as one who owns or operates an asbestos demolition or respective officers,directors,partners,employees,contractors or subconsultants
renovation activity,as defined in regulations under the Clean AirAct. shall be liable to the other or shall make any claim for incidental, indirect, or
consequential damages arising out of or connected in any way to the Project or
Job Site:Client agrees that services performed by Farnsworth Group and/or any Services performed under this Agreement This mutual waiver of consequential
subconsultant during construction will be limited to providing observation of the damages shall include,but not be limited to,loss of use, loss of profit,loss of
progress of the work and to address questions by Client's representative business,loss of income,loss of reputation and any other consequential damages
General Conditions/Rev.March 2023
i
that either party may have incurred from any cause of action including negligence, OPPORTUNITY TO NEGOTIATE THE TERMS OF THE LIMITATION AS PART OF
strict liability,breach of contract and breach of strict and implied warranty. Both AN'ARMS-LENGTH"TRANSACTION,(III)THE LIMITATION AMOUNT MAY BE
! Client and Farnsworth Group shall require similar waivers of consequential LESS THAN THE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE
damages protecting all the entities or persons named herein in all contracts and REQUIRED OF FARNSWORTH GROUP UNDER THE AGREEMENT,(IV)THE
subcontracts with others involved in Project. LIMITATION IS MERELYA LIMITATION OF,AND NOTAN EXCULPATION FROM,
Personal Liability: It is intended by the parties to the Agreement that Farnsworth FARNSWORTH GROUP'S LIABILITY AND DOES NOT IN ANY WAY OBLIGATE
CLIENT TO DEFEND, INDEMNIFY OR HOLD HARMLESS FARNSWORTH
Group's services in connection with the Project shall not subject Farnsworth GROUP, (V) THE LIMITATION IS AN AGREED REMEDY, AND (VI) THE
Group's individual employees,officers or directors to any personal legal exposure LIMITATION AMOUNT IS NEITHER NOMINAL NOR A DISINCENTIVE TO
for the risks associated with this Project.Therefore,and notwithstanding anything FARNSWORTH GROUP PERFORMING THE SERVICES IN ACCORDANCE
to the contrary contained herein,Client agrees that as Client's sole and exclusive WITH THE STANDARD OF CARE.
remedy,any claim,demand,or suit shal I be directed and I or asserted only against
"Farnsworth Group,Inc.,an Illinois corporation,"and not against any of Farnsworth Subpoenas: Client is responsible,after notification,for payment of time charges
Group's individual employees,officers or directors, and expenses resulting from the required response by Farnsworth Group and/or
General Insurance and Limitation:Farnsworth Group is covered by commercial any subconsultant to subpoenas issued by any party otherthan Farnsworth Group
general liability insurance, automobile liability insurance and workers and I or any subconsultant in conjunction with the services performed under the
compensation insurance with limits which Farnsworth Group considers reasonable. Agreement. Charges are based on fee schedules in effect at the time the subpoena
Is served.
Certificates of all insurance shall be provided to Client upon request in writing.
Within the limits and conditions of such insurance,Farnsworth Group agrees to Statutes of Repose and Limitation:All legal causes of action between the parties
indemnify and hold Client harmless from any loss, damage or liability arising to the Agreement shall accrue and any applicable statutes of repose or limitation
directly from any negligent act by Farnsworth Group. Farnsworth Group shall not shall begin to run not later than the date of Substantial Completion. If the act or
be responsible for any loss,damage or liability beyond the amounts,limits and failure to act complained of occurs after the date of Substantial Completion,then
conditions of such insurance. Farnsworth Group shall not be responsible for any the date of final completion shall be used,but in no event shall any statute of repose
loss, damage or liability arising from any act by Client, its agents,staff, other of limitation begin to run any later than the date Farnsworth Group's services are
consultants,independent contractors,third parties or others working on the Project completed or terminated.
over which Farnsworth Group has no supervision or control. Notwithstanding the foregoing agreement to indemnify and hold harmless, the parties agree that Severability:If any term or provision of the Agreement is held to be invalid or
Farnsworth Group has no duty to defend Client from and against any claims, unenforceable under any applicable statute or rule of law,such holding shall be
causes of action or proceedings of any kind. applied only to the provision so held,and the remainder of the Agreement shall
remain in full force and effect
Professional Liability Insurance and Limitation:Farnsworth Group is covered Waiver: No waiver by either party of any breach,default,or violation of any term,
with limits which Farnsworth Group considers reasonable.Certificates of insurance professional liability insurance for its professional acts,errors and omissions, warranty,representation,agreement,covenant,condition,or provision hereof shall
w
shall be provided to Client upon request in writing.Within the limits and conditions constitute a waiver of any subsequent breach,default,or violation of the same or
of such insurance,Farnsworth Group agrees to indemnify and hold Client harmless any other term, warranty, representation, agreement, covenant, condition, or
from loss,damage or liability arising from errors or omissions by Famsworth Group provision hereof. All waivers must be in writing.
that exceed the industry standard of care for the services provided. Farnsworth Survival: Notwithstanding completion or termination of the Agreement for any
Group shall not be responsible for any loss, damage or liability beyond the reason,all rights,duties,obligations of the parties to the Agreement shall survive
amounts,limits and conditions of such insurance. Farnsworth Group shall not be such completion or termination and remain in full force and effect until fulfilled,
responsible for any loss,damage or liability arising from any act,error or omission
by Client,its agents,staff,other consultants,independent contractors,third parties Governing Law:The Agreement shall be governed by and interpreted pursuant to
or others working on the Project over which Farnsworth Group has no supervision the laws of the State of Illinois without regard to conflict of law principles.
or control. Notwithstanding the foregoing agreement to indemnify and hold
harmless,the parties agree that Farnsworth Group has no duty to defend Client
from and against any claims,causes of action or proceedings of any kind.
ADDITIONAL LIMITATION:IN RECOGNITION OF THE RELATIVE RISKS AND
BENEFITS OF THE PROJECT TO BOTH CLIENTAND FARNSWORTH GROUP,
THE RISKS HAVE BEEN ALLOCATED SUCH THAT CLIENT AGREES THAT FOR
THE COMPENSATION HEREIN PROVIDED,FARNSWORTH GROUP CANNOT
EXPOSE ITSELF TO DAMAGES DISPROPORTIONATE TO THE NATURE AND
SCOPE OF FARNSWORTH GROUP'S SERVICES OR THE COMPENSATION
PAYABLE TO IT HEREUNDER. THEREFORE, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, CLIENT AGREES THAT THE LIABILITY OF
FARNSWORTH GROUP TO CLIENT FOR ANY AND ALL CAUSES OF ACTION,
INCLUDING,WITHOUT LIMITATION,CONTRIBUTION,ASSERTED BY CLIENT
AND ARISING OUT OF OR RELATED TO THE NEGLIGENTACTS,ERRORS OR
OMISSIONS OF FARNSWORTH GROUP IN PERFORMING PROFESSIONAL
SERVICES SHALL BE LIMITED TO TWO HUNDRED FIFTY THOUSAND
DOLLARS($250,000)OR THE TOTAL FEES PAID TO FARNSWORTH GROUP
BY CLIENT UNDER THE AGREEMENT, WHICHEVER IS GREATER
("LIMITATION"). CLIENT HEREBY WAIVES AND RELEASES(1)ALL PRESENT
AND FUTURE CLAIMS AGAINST FARNSWORTH GROUP, OTHER THAN
THOSE DESCRIBED IN THE PREVIOUS SENTENCE,AND(11)ANY LIABILITY
OF FARNSWORTH GROUP IN EXCESS OF THE LIMITATION, IN
CONSIDERATION OF THE PROMISES CONTAINED HEREIN AND FOR OTHER
SEPARATE,VALUABLE CONSIDERATION,THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED,CLIENT ACKNOWLEDGES AND
AGREES THAT(1)BUT FOR THE LIMITATION,FARNSWORTH GROUP WOULD
NOT HAVE PERFORMED THE SERVICES, (II) CLIENT HAS HAD THE
General Conditions/Rev.March 2023