264717 WN17E - CITV CLERK ������
PINK - F�NANCE CO11I1C11
CANARY -,DEPARTMENT GITY OF SAINT PAIIL File NO.
BLUE -p1AVOR
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� � � ^ . Council Resolution
Presented By !
Referred To Committee: Date
Out of Committee By Date
RESOLVED, Tha.t the Council of the City of Saint Paul hereby
approves Architectural Agreement between the City and Miller
Hanson Westerbeck Bell Architects, Inc. , pertaining to the design
of the proposed City Parking Ramp to be constructed on the block
bounded by Wabasha, Excha.nge, St. Peter and Tenth Streets in con-
junction with the development on the same block of a Science Museum,
a residential apartment building, and an office building,to be paid
from Downtown Development District No. l bond proceeds�
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COUIVCILMEIV Requested by Department of:
Yeas Nays
Christensen
Hozza In Favor
Levine \ �
Rcedler �� kAgainst By
Sylvester
Tedesco
President Hunt
Adopted by C i : Date �E� 1 1 197'� Form Approved City Attor y
Cer ' ' P s ed Cou il Secretary ' BY
♦
By
Approve Mayor: D Approv Mayor for issi i
By By . �h
p1���ISHED DEC 21 1974
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ARCHITECTURAL SERVICE AGREEMENT '
THIS AGREEMENT, Ma.de and entered into this day of
, 197_, by and betweeri MILLER HANSON WESTERBECK BELL
ARCHITECTS, INC. , a Minnesota corporation, hereinafter referred to
as "Architect", and the CITY OF SAINT PAUL, a municipal corporation
o£ the State of Minnesota, hereinafter referred to as "Owner";
WITNESSETH: '
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WHLREAS, The City of Saint Paul is authorized under Chapter �
764, Laws of Minnesota for 1973, to establish development districts � i
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and adopt development programs�, setting forth the purposes and scope ;
of the public facilities, including open space, to be created and �
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the recommended proper reuse of rivate . �
p property within the district,
and '
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��JIiEREAS, The Council of the City of Saint Paul has created the �
Downtown Development District No. 1 and adopted a development pra- `
gram for this district, which program contemplated the construction �
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of a public off-street parking facility on the block bounded by r
Wabasha, Exchange, St. Peter and Tenth Streets in conjunction with I
the development on the same block of a science museum, a residen- � z
tial apartment building and an office building; and �`
WHEREAS, The Architect has been designated by Owner to perform =
all services deemed necessary and related to the design and con- �
struction review of the� said public off-.street parking facility; and `
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WHEREAS, The Architect has previously been retained by Sherman-
' Shelter Joint Venture for the purpose of preparing the schema.tic �
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design studies and statement of probable construction cost for the
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proposed public off-street parking facility, which schema.tic design
stUdies and cost estimates are to be supplied by the Developer,
to the satisfaction of the Owner (and at no expense to the Owner) ,
und the Architect shall use the schematic design studies so de-
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veloped and as approved by the Owner for the purposes of this °
Agreement;
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NOW, THEREFORE, THE ARCHITECT AND OWNER FOR THE CONSIDERATIONS
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HEREINAFTER SET FORTH MUTUALLY AGREE AS FOLLOWS : ;
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ARTICLE I. �
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PROJECT '
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Owner contemplates construction of a public off-street park- ',
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ing facility on the block bounded by Wabasha, Exchange, St. Peter
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and Tenth Streets. This off-street parking facility is to be
constructed in conjunction with the proposed science museum,
residential apartment building and office building. The private '
facilities are to be constructed over the parking facility en-
tirely at the expense of Sherman-Shelter Joint Venture (herein-
after referred to as "Developer"), the developer under contract
with the Housing and Redevelopment Authority of the City of Saint
Paul (hereinafter referred to as "Agency") .
ARTICLE II.
COMPENSATION
In consideration for services to be provided hereunder, the
Owner agrees to pay Architect f_our percent (4%) of the Project
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construction cost for the services rendered _as defined below and �
in the ma.nner as sei: forth below.
' ARTICLE ITI. �
BASIC SERVICES
Zn consideration of the above compensation, Architect agrees
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to provide the following basic services: �
A. Consult with Owner and Others - The Architect
shall consult with the Owner to ascertain the require-
ments of the Project and sha.11 confirm such requirements I
in writing to the Owner. I
The Architect shall appear before the City Council, I'
City Planning Commission, Downtown Advisory Board, Hous-
ing and Redevelopment Authority and other interest�ed �
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groups when requested to do so by Owner for the purpose
of explaining the details and designs of the Project. '
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The Architect sha.11 periodically consult with the City and I
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Housing and Redevelopment Authority so as to ensure that I
the development of the Project will comply with all of
' the requirements imposed upon the Owner and Developer by
� the Authority and HUD.
� B. Desi�n Development Phase and Preliminary Plans - When �
authorized in writing by Owner, Architect shall prepare from the
approved schematic design studies, the design development documents �
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consisting of plans, elevations and other drawings, the outline
specifications to fix and illustrate the size and character
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of the entire Project in its essentials as to kinds of ma.i�erials, �
ti e of si:rucLure, capacity of such strucLure, types of heating, �
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cooli�zg, mechanicaT, electrical and structural systems required and .
resent a com�lete relimina.ry �
such other work as may be required to p � P
plan of the entire Project to the Owner.
Architeci� shall verify that the design for the parking facil-
ity will be consistent w�th and meet the requirements of the
private facilities to be constructed by Developer, including pro- '
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vision within the parking facilii:y f or necessary areas for utilities
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and ingress/egress to serve the Developer' s facilities . ,,
The Architect sh.al.l submit to the Owner a statement of current
probable Project construction cost, including as a separate item
Lhe probable construction costs relating to and necessitated by
Lhe Developer' s faczliti�s for such items as costs relating to
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oversizing of columns, Ueams , foo�i.n�s ancl other items of over-
' structing as may be neGessary, and utility areas .
The design development and preliminary plans shall Ue sub-
miLLed to Ocaner for approval within sixty (60) calendar days after
date of authorization to proceed in accordance wi.�h and subject to
L-he terms and conditions of this Agreerr�ent. Delays caused by �
factors beyond control of Architect shall be cause for extension
of time , '
C. Construction Documents Phase - For the purposes of this
Agreecnent, the constxuction documents phase will be considered the
fina.l plans phase, and the Ar.chitect shall only proceed with this
�hase of the A�reement when authorized in writin� by Okm�r.
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The � Architect shall prepare from Lhe approved desi�n develop- ;
ment and preliminary plan documents working dra.wings and specifi-
cations setting forth in detail the work required for the architec- �
L-ural, structural, mechanical, electrical, service-connected
� equipment and site work, and the necessary bidding information,
general conditions of the contracts, and shall assist the Owner in
the drafting ot proposal and contract fo-rms . Architect shall '
suUmit a detailed statement of probable ProjecL construction costs
Uased on any changes in scope, requirements or current market �
conditions . Architect shall submit the final plans, including the
statement o£ current probable construction costs to i:he City for
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approval within sixty (60) calendar days after date of authoriza-
tion to proceed in accordance with and subject to the terms and � �
conditions of this Agreement. Delays caused by factors beyond the
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control of Architect sha.11 be cause for extension of time . �
D. Construction .Phase - The Architect sha11 assist the O�,mer ;
in obtaining proposals from Contr��c.tors and in awarding and
preparing construction contracts . The Architect shall furnish to '
the Uaner forty (40) complete sets of the drawings and technical
specifications to be used for Uid purposes .
To the extent provided by the contract between the Owner and
the Contractor, the Architect shall make decisions on all claims �
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of the Owner and Contractor and on all other ma.tters relating to
the execution and progress of the work or the interpretation of
the contract documents . The Architect sha11 checic and approve .�^
samples, schedules, shop' drawings, and other submissions only for �J
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general conformance with the design concepi� of the Project and for
compliance with the information given by the contract documents,
. shall prepare change orders, and assemble written gua.rantees required
of- the Contractor or Contractors . �
E. Inspection and Certificates for Payment - Architect
shall make periodic viszts to the site to familiarize himself•
generally �aith the progress and quality of the work and to determine ,
in general if the worlc �_s praceeding in accordance with the contract I
documeii�s . On the basis of his observations, the Architect sha11 i
keep the Owner informed of th.e progress of the work, will endeavor '
to gua.rd the Owner against defects and deficiencies in the work of
the Contractors . Based on such observations and the Contractor' s
or Contractors' applications for payment, Architect will assist the
Owner to determine the amount oti�ing to the Contractor and will
recommend to Owner issuance of certificates for payment in such
amouni:s . These recommendations will constitute a representation
- to the Owner, based upon such observations and the data comprising
the application for payment, that the work has substantiallyT
progressed to the poinL indicated. By issuing a recommendation
for payment, the Architect shall also represent to the Owner, that
to the best of his knowledge, information and belief, and based
on what his observations have revealed, the quality of the work is
substantially in accordance with the contract documents . Architect
� shall conduct inspections to determine the dates of substantial
and Linal completion and shall issue to Owner a recommendation for
the issuance of the final certificate of payment.
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ARTICLE IV.
ARCHITECT IN CHARGE
Architect shall at all times employ and retain a competent
and duly registered architect in responsiUle charge of the archi-
tectural work required hereunder and for the performance of all of
the Architect' s obligations hereunder.
ARTICLE V.
PAYMENTS TO ARCHITECT
Payment to the Architect by Owner on account of its fee shall
be made as follows :
A. In accordance with Article IZI(B) , "Basic �
Services", Architect shall complete preparation of design .
. development and prelimina.ry plans and submit them, together
with a current statement of probable Project construction
costs, to Owner within sixty (60) calendar days after Owner J�
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submits letter to proceed. Architect shall be entitled to
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receive, as compensation for the completion of the design
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�development and preliminary plans, the sum equal to 40% of
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the Architect' s fee computed upon the Project construction �
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costs as defined in Article VI, or computed upon the "Ma.ximum ;
Project Cost" set forth in Article VIT, whichever cost is �
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the lowest. Owner shall pa,y one-half of this fee (equal �
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to 20% of the Architect' s fee computed in the manner set ?
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forth in this paragraph) upon receipt of statement from t
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Architect that it has completed one-half of the work i
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necessary for the preparation of the design development ;
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and preliminary plan. The balance of the fee wi11 be
paid by Owner to Ar_chitect upon receipt of the completed
design development and preliminary plan by the City
Administrator. Architect shall submit its statement
to Owner attesting to the completion of this phase of �
the Agreement and setting forth the amount of fee due �
to Architect.
B. In accordance with Article III(C) , "Construction �
Documents Phase", Architect shall complete preparation
of the fina.l plans and other documents and submit them,
together with a current statement of probable construction
costs, to Owner within sixty (60) calendar days after
Owner submits letter to proceed. For this phase of work
Architect shall be entitled to receive as compensation the
sum equal to 80% of the Architect' s fee computed upon the
Project construction costs as defined in Article VI, or
computed upon the "Maximum Project Cost" set forth in
Article VII, whichever cost is the lowest. Owner sha.11 �
pay one-half of this fee (equa.l to 60% of the Architect' s
fee computed in the manner set forth in this paragraph)
- upon receipt of statement from Architect that it has
completed one-ha.lf of the work necessary for the prepara-
tion of the Construction Documents Phase. The balance
of the fee sha.11 be paid by Owner upon receipt by the
, City Administrator of the Construction plans . Architect
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shall submit its statement to Owner attesting to the
completion of this pha.se of the Agreement and setting
forth the amount of fee due to Architect.
C. During the construction of the' Project, the
Owner will pay the balance due for basic services in
the form of monthly payments which shall be amounts
which are in the same prnportion as the total of the
monthly paytnents ma.de to the Contractors carrying out
construction of the Project bears to the total
construction cost.
ARTICLE VI.
PROJECT CONSTRUCTION COST .
Project construction cost, as referred to in this Ag,reement,
sha.11 mean the total cost of all work designed or specified by the
Architect, but does not include any payments ma.de to the Architect.
Project construction cost shall be based upon one of the follow-
ing sources with precedence in the order listed:
A. Lowest acceptable bona. fide Contractor' s proposal received
for any or all portions of the Project.
B. The Architect' s latest statement of probable Project con-
struction cost based on current area volume or other unit costs.
C. If the statement of probable Project construction cost
or the lowest bona fide proposal is in excess of any limit deter-
mined pursuant to Article VII, the Architect sha11 secure from
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the Owner written approval of an increase in the limit or, in �
the alternative, the Owz.zer shall cooperate in revising the Project
scope or qua.lity, or both, to reduce the cost as required.
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ARTICLE VII.
MAXIMUM PROJECT COST .
.The design-preliminary and fina.l plans to be prepa.red by �
Architect shall be such as can be developed to permit the con-
struction of the Project at a cost which is within the Owner' s
ability to fina.nce. In no event shall such plans be developed
which would require a cost to the City in excess of $3,900,000.00
provided, however, tha.t the Owner ma.y give written approval of
an increase in this limit. -
If data obtained during plan preparation indica.tes that
unforeseen conditions will increase the cost of the Project be-
yond the absolute maximum provided above, the Owner may suspend
plan prepa.ration and will so notify the Architect in writing.
At any time the Architect sha.11 become aware of facts or
circumstances showing a substantial increase in costs beyond the
absolute ma.ximum provided above, he shall immediately give written
notice thereof to the Owner. �
ARTICLE VIII.
OWNER' S RESPONSIBILITY
All approvals , notices to proceed and other written directions
required by this Agreement to be given by the Owner shall be provided
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by the Owner' s City Administrator or his designee .
The Owner shall exa.mine documents submitted by the Architect
nnd render decisions pertaining thereto promptly and so as to
avoid unreasona.ble delay in the progress of the Architect' s work.
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Upon written approval of Owner, Architect shall obtain neces-
sary test borings to determine subsoil conditions, and these costs
will be reimbursed by the Oc,mer. �
The Owner sha.11 obtain from the Developer a certified survey
of the site giving, as required, grades and lin.es of streets and
adjoining property; the rights of way, restrictions, easements,
encroachments, zoning, deed restrictions, boundaries and contours
of the building site, locations and, where necessary, data per- �
� taining to existing buildings and other improvements; full infor-
mation as to available service and utility lines, both pub]_ic and
private; and for structural, chemical, mechanical, soil mechanics
or other tests of lilce nature required. ,
The O�mer sha11 prepare advertisements for bids, manage bid
openings and review bids and contracts . The Owner shall assume a
general supervisory role of the Project construction, shall ma.ke
moni:hly payments i:o Contractors, maintain job accounting records,
and malce a final inspection of the completed Project wiLh the
Architect. .
ARTICLE IX.
CONSULTANTS-SUBCONTRACTORS .
Architect shall submit far approval by Owner the names and
professional qualifications of all consultants and subcontractors
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t;o Ue retained for this Project, and Architect shall not be per- �
mit�ed to make substitutions or changes of these approved consul- �- �
tants or subcontractors without first receiving the approval of �
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Owner.
ARTICLE X. �
INDEMNITY
The Architect shall indemnify, save harmless, protect and
defend the Owner, its officers, agenL-s, and employees from all I
suits, actians or claims of any character Urought for or on account i
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of any injur.ies or damages received Uy any �person or property, in- j
� cluding the Owner, resuli:ing from any error, omission. or negligent �
act of the Architect or any persons employed by him in carrying ` ,'
out the i:erms of this Agreement. � i�
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ARTICLE XI. I
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INSURANCE
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The Architect shall, from and after completing the Fina.l plans, ',
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carry and maintain an Architect' s and/or engineer' s professiona.l �,
liability insurance policy in the amount of at least Three Million I�
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Dollars ($3,000,000) , which policy sha.11 be subject to approval
as to coverage and terms by the Owner' s City Attorney. The
Architect shall deliver a copy of this insurance policy to Owner
prior to commencement of any work or services under this Agreement.
In addition to the standard coverage for errors and omissions, the
policy shall also include coverage for contractua.l liability
(hold harmless coverage) and shall further provide that the Owner
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shall receive thirty (30) days' written notice of cancellation
• thereof or notice of any ma.terial cha.nges in said policy.
ARTICLL' XII.
INDEPENDENT CONTRACTOR
For the purposes of this Agreement, the Architect shall be
� deemed to be an independent contractor, and not an employee of the
City. Any and a11 emPloyees of the Architect or other persons,
while engaged in the performa.nce of any work or services required
by the Architect under this Agreement, shall not be considered
empl.oyees of the Owner. , and any and all claims that ma.y or might
' arise under the Workmen' s Compensation Act of Minnesota on behalf
of said employees or other persons while so engaged, and any and
all claims ma.de by any third party as a consequence of any act or
omission on the part of the Architect' s employees, or other per-
sons while so engaged on arz.y of the work or services to be
rendered, sha11 in no way be the obligation or responsibility of
the Owner. The Architect shall pay, as they become due, a1Z just
claims for work, tools, machinery, skills, materials , insurance
premiums, equipment and supplies furnished, rendered or performed
in the execution of this Agreement.
ARTICLE XIII.
NONDISCRIMINATION
The Architect sha11 be deemed a contractor for the application
of all provisions here�o and la�as against unlawful discrimination
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on account of race, sex, creed or color hereunder. The Architect
agrees in accordance with Chapter 23$, La.ws of the State of !
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Minnesota for 1941, and in accordance with Chapter 74 of the
Saint Paul Legislative Code, as amended, that in the hiring of i
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common or skilled labor for the performa.nce of any work under this i
Agreement, he shall not, by reason of race; creed, color, national
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origin, religion or sex, discriminate against any person who is �
a citizen of the United States who is qualified and available to �
perform the work to which such employment relates; that no con- �
tractor, ma.terial supplier or vendor under this Agreement sha11
in any manner discriminate against, or intimidate, or prevPnt the
employment of any person from the performa.nce of work under this
A�;reement on account of race, creed or color; and that this
Agreement may be cancelled or terminated by the Owner and a11 money
due or to become due hereunder shall be forfeited tor a second or
any subsequent violation of th� terms or conditions of this
Agreement . � . '
ARTICLE XIV. � � '
COMPLIANCE WITH LAWS
The Architect shall endeavor to comply with all Federal, State
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and local laws, together with all ordinances and regulations ap- �
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plicable to the worlc. He shall procure all licenses, permits, or „
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other rights necessary to practice architecture necessary for the �
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fulfillmeri� of his oUligations under this Agreement. �
Before final payment can be made for the �aork on this Project, �
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the l�rchitect musi: make a satisfactory showing that he has complied '
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�,�iLl� tl7e pr.oL:isioi.s of L:�.r�s of �linnesota 1961�y Chap�er 213, Arta�cLe
I, Section 6, as i�he same liia.y '�e hereaf�er codif ied, requir:ing
t�le �c�3_L-hholding of StaLe income tax fo-� �aages �aid employees on
Lhis Pro j ect . The required affidavit f orms r.1ay bz obL-ained from
the Camrtissioner of Ta�;ation, Cent�nnial �uildino, Saint Paul,
i�linncsota 55101. .
� ARTICLE �'V. ' - -
CONTINGE=�'T FEE -
The �lrchitect ���arrants t'nat he ha.s not employed or retained � �
,, any co;�Pany or person, �oth�r than a bona f ide employee ��ror1cing
sole7.y for the Architect, to solicit or secure this Agreement, and
�hat he has not pa.:�d or ao-rced to p�y any company or p�rson, other
than a bo�na. fide employee ��7orking solely for tl�e Architect, any
fees, co:nrnission, p�rcentage, Uroke�age fee, gifts or any other
considerati.on, contingent upon or resLltino fron �he ac�i�rd or in.�.king .
of this Agreement. For breach or �riolatzon oi this t�az:ranty, the
(h,mer shall have the right to annul this contraci withou� liabil--
ity, or in its cliscretion to deduct irom the contr�.c� przc� or
' considerai�ion, or others��se recover, the full amour_t o� such �ee; �
corr�niss�.on, percentage, brokerage fee, g�ft or contin�;ent fee.
ARTICLE �'VI. . . .
'� � � ACCOUNI'ING RECORDS '
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Records of i:he Architect' s direct personnel and consultant ,
expenses pertaining to this Pro ject and records of- accotints bets�een
the Ocsner and its Contr�!ctor �r ��ntractors sh�.11 Ue kept on a
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generally recognized accounting Uasis and shall be available to
L-he Owner at mutually convenient times . • �
. ARTICLE XVII.
• DOCUMENTS
Architect shall file with the Owner all preliminary and fina.l
plans and all drawings and specifications required under the terms
of this Agreement.
�lfter completion of the Project the Architect shall deliver
to Owner the original or a reproducible copy of the original of
the drawir�gs and ten (10) copies of complete specifications (includ-
ing all addenda) and a copy of record drawings reflecting changes
during construction based on informa.tion furnished by Contractor. .
ARTICLE XVIII: �
. TERMINATTON OR SUSPENSlON
The Owner may at any time terminate or suspend, upon seven
(7) days ' written notice, all or any substantial part of the
Architect' s services to be furnished hereunder. The Architect ,
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shall be notified in �ariting by the Owner of the termination or �
suspension of the Architect' s services, and thereupon such services �
shall be halted immediately. In such event, the Architect shall
be entitled to "just and equitaUle compensation" for all services
rendered, but limited to those services specifically authorized
in accordance with the terms of this Agreement prior to the date
of termination or suspension. In the event of termina.tion or
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suspension, all finished and unfinished documents prepared by the
ArchiLect and compensated for under this Agreement sha11 become the
property of the Owner and shall be forthwith delivered to the
Owner. Owner shall be fully and solely responsible for any use the
Owner or others make of these documents .
ARTICLE XIX. �
DISPUTES
In the event of a dispute arising under this Agreement, the
� Architect shall notify the Owner promptly in writing of his con-
tentions and shall submit his claim. If the dispute arises before
performa.nce of the related work, the written notice sha11 be sub-
mitted prior to commencing such worlc. In any event, the Architect ,
sha.11 proceed with his work hereunder in compliance with the in-
� structions of the Owner, but such compliance sha.11 not be a waiver
�f the Arch.itect' s rights to make a claim, provided he ha.s notified
the Uwner in writing as above stipulated. Failure to provide such
notice in writir►g shall constitute the Architect' s waiver as to such
claim. -� �
ARTICL� XX.
CERTIFICATL' AND RELEASE
. Prior to fina.l payment under this Agreement and prior to
settlement upon termination of this Agreement and as a condition
precedeni: thereto, the Architect shall execute and deliver to the
Owner a Certificate and Release in form acceptable to the Owner,
containing a release of all claims against the Owner under and
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by virtue of this Agreement, other than such claims, if any, as
may be specifically excePted by the Architect in stated amounts
set forth therein.
ARTICLE XXI.
NOT��ITi�S'TANDING ANY OTHER PROVISIONS IN THIS AGREEMENT TO THE
CONTRARY, IT IS H�R�I3Y AGRE�D:
1. That in the event this Agreement is terminated or cancelled
because of the inability or unwillingness of Developer to proceed
wiL-h ii:s facilities to be construcLed over the off�street parking
' facility, then and in that event the Architect shall receive payment
and reimbursement for his services rendered to the date of notice
of termina.tion or suspension from the Developer to the Owner, which
notice the Owner agrees to immediately serve on the Arcritect. It
is eapressly agreed t,hat in that event, the Owner sh�ll be liable
or oUligatcd to pay Architect for services rendered. The Owner
shall, in its agreement with the Developer, include a provision
requiring that the Developer pay to the Owner any and all costs in-
curred by the Owner and the Owner' s Architect for engineering and
architectural fees in the event tha.t the Developer is unwilling to
or unable to construct its proposed facilities.
" IN WITNESS WH�REOF, The parties have caused this Agreement to
be executed the day and year first above �ti�r.itten.
.
MILLER HANSON WESTERBECI�
' BELL ARCHITECTS, INC. '
,
Its
Its '
18 .
' � � �6����
STATE OF MINNESOTA )
) ss . � ;
COUNTY OF RAMSEY ) �
�
t
The foregoing instrument was acknowledged before me this �`
day of , 197_, by , �.
and , `
Tit e
of MILLER HANSON WESTERBECK BELL r
�t e �:
ARCHITECTS, INC. , a Minnesota corporation, on behalf of said �
carporation. �
�
{
Notary Public, Ramsey County, Minnesota #
f
i
My commission expires r
d
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Approved as to Form: CITY OF SAINT PAUL =
. r
Assistant City Attorney Ma.yor ,
�.
Director, Department of Finance and
Ma.nagement Services ;;
�
. STATE OF MINNESOTA• �
ss . _
COUNTY OF RAMSEY .
;
The foregoing instrument was acknowledged before me this
day of , 197 , by Lawrence D. Cohen, Mayor, anT
Robert ru eau, Director o�the Department of Finance and Ma.n-
agement Services, of the CITY OF SAINT PAUL, a municipal corporation,
on behalf of said City.
Notary Public, Ramsey County, Minnesota
My commission expires
19 .