Item 4I - Attachment A
AGREEMENT FOR PROFESSIONAL SERVICES PAGE
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made this 16th day of May, 2023, by and between the City
of Southlake, Texas (hereinafter referred to as “CITY”), Tate Snyder Kimsey Architects,
LTD dba TSK (hereinafter referred to as “CONSULTANT”).
WHEREAS, CITY contemplates the need to relocate the Emergency Operations
Center (EOC) to an unfinished space on the first level of DPS Headquarters. This
project is to be known as the Emergency Operations Center (EOC) Relocation project
and hereinafter referred to as the “Project”.
WHEREAS, CONSULTANT is qualified to provide professional Services in
accordance with Texas Gov’t Code Ch. 2254, and CONSULTANT is able and desirous
to perform the necessary work upon which the Project is based and is willing and able
to work with CITY staff to organize and coordinate the professional services necessary
to complete the Project.
NOW, THEREFORE, CITY engages CONSULTANT to perform, and
CONSULTANT agrees to perform, the consulting work for the Project, as more fully
described herein below, and CITY agrees to pay as compensation, and CONSULTANT
agrees to accept as compensation, the payments on the dates and in the amounts
herein specified, all in accordance with the terms more fully set out below and as
provided in Attachment A (“Scope of Work”), which is attached hereto and incorporated
by reference as if fully set forth herein.
I. ARTICLE
PROFESSIONAL SERVICES
A. Scope of Work
CONSULTANT will provide the supervision, direction, personnel and equipment
to perform the consulting Services outlined in Attachment A in accordance with the
terms set forth in this Agreement and in Attachment A.
B. Definitions
“Services” refer to the professional services performed by CONSULTANT
pursuant to this Agreement.
C. Changes
CITY, without invalidating the Agreement, may order changes within the general
scope of the work, as described in Attachment A, required by the Agreement by altering,
adding to and/or deducting from the work to be performed. If any change causes an
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increase or decrease in CONSULTANT’s cost of, or the time required for, the
performance of any part of the Services under the Agreement, an equitable adjustment
will be made by mutual agreement and this Agreement shall be modified in writing
accordingly.
D. Coordination with Owner
The CITY shall make available to CONSULTANT for use in performing Services
hereunder all existing plans, maps, field notes, statistics computations and other data in
the CITY’s possession relative to existing facilities and to the Project. CONSULTANT
shall be entitled to rely on the provided information and will not be held
responsible for any errors or omissions that may arise as a result of erroneous or
incomplete information provided by the CITY and/or the CITY's consultants and
contractors; provided, however, that CONSULTANT must, within a reasonable
time of learning of any erroneous or incomplete information disclose in writing to
the CITY the existence of any known erroneous or incomplete information that is
discovered by CONSULTANT, or that reasonably should have been discovered by
CONSULTANT using ordinary diligence, during the term of this Agreement.
E. Site and Local Conditions
CONSULTANT has the right to examine the site in order to become acquainted
with local conditions and accepts conditions at the site unless otherwise noted in writing
to the CITY. Any coordination or scheduling of work by CITY shall not relieve
CONSULTANT from its responsibilities specified hereunder. Necessary arrangement
for access to any site by CONSULTANT’s employees will be made with CITY.
F. Assignment and Subcontractors/Third Party Rights
The rights and obligations covered herein are personal to each party hereto and
not to any third party and for this reason neither this Agreement nor any contract
hereunder shall be assigned by either party in whole or in part; nor shall CONSULTANT
subcontract any of its obligations under this Agreement without the prior written consent
of CITY.
G. Independent Contractor
CONSULTANT covenants and agrees that it will perform the work hereunder as
an independent contractor, and not as an officer, agent, servant, or employee of CITY;
that CONSULTANT shall have exclusive control of and exclusive right to control the
details of the work performed hereunder, and all persons performing same, and shall be
solely responsible for the acts and omissions of its officers, agents, employees,
contractors, subcontractors, and consultants; that the doctrine of respondent superior
shall not apply as between CITY and CONSULTANT, its officers, agents, employees,
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contractors, subcontractors, and consultants, and nothing herein shall be construed as
creating a partnership or joint enterprise between CITY and CONSULTANT.
H. Disclosure
By signature of this contract, CONSULTANT warrants to CITY that it has made
full disclosure in writing of any existing conflicts of interest or potential conflicts of
interest, including personal financial interests, direct or indirect, in property abutting the
proposed Project and business relations with abutting property owners. CONSULTANT
further warrants that it will make disclosure in writing of any conflicts of interest that
develop subsequent to the signing of this contract and prior to final payment under the
contract. Finally, CONSULTANT warrants that it has submitted to the City a completed
Conflicts of Interest Questionnaire as required by Chapter 176 of the Texas Local
Government Code.
I. Approval by CITY
Approval by CITY of this Agreement shall not constitute or be deemed to be a
release of the responsibility and liability of CONSULTANT, its officers, agents,
employees, and subcontractors for the accuracy and competency of the Services
performed under this Agreement, including but not limited to surveys, designs, working
drawings and specifications and other engineering documents.
Such approval shall not be deemed to be a waiver or an assumption of such
responsibility and liability by CITY for any negligent act, error, or omission in the
performance of CONSULTANT’s professional Services or in the conduct or preparation
of the subsurface investigations, surveys, designs, working drawings and specifications
or other consulting documents by CONSULTANT, its officers, agents, employees and
subcontractors, it being the intent of the parties that approval by CITY signifies the
CITY’s approval of only the general design concept of the improvements to be
constructed.
J. Indemnification
CONSULTANT SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND
HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY
AND ALL DAMAGES, LOSS OR LIABILITY OF ANY KIND WHATSOEVER, BY
REASON OF DEATH OR INJURY TO PROPERTY OR PERSON CAUSED BY ANY
OMISSION OR NEGLIGENT ACT OF CONSULTANT, ITS OFFICERS, AGENTS,
EMPLOYEES, INVITEES, OR OTHER PERSONS FOR WHOM IT IS LEGALLY
LIABLE, WITH REGARD TO THE PERFORMANCE OF THIS CONTRACT, AND
CONSULTANT WILL, AT ITS COST AND EXPENSE, DEFEND, PAY ON BEHALF
OF, AND PROTECT CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES
AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. THE PROVISIONS OF
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THIS SECTION ARE SUBJECT TO THE LIMITATIONS OF TEXAS LOCAL
GOVERNMENT CODE SECTION 271.904 AND SHALL BE CONSTRUED TO THAT
EFFECT.
K. No Third Party Beneficiary
For purposes of this Agreement, including its intended operation and effect, the
parties specifically agree and contract that: (1) this Agreement only affects
matters/disputes between the parties to this Agreement, and is in no way intended by
the parties to benefit or otherwise affect any third person or entity (except the
indemnitees identified or described in Article I, Section J., above), notwithstanding the
fact that such third person or entities may be in a contractual relationship with CITY and
CONSULTANT, or both; and (2) the terms of this Agreement are not intended to
release, either by contract or operation of law, any third person or entity from obligations
they owe to either CITY or CONSULTANT.
L. Successors and Assigns
CITY and CONSULTANT each bind themselves and their successors, executors,
administrators and assigns to the other party to this Agreement and to the successors,
executors, administrators and assigns of such other party with respect to all covenants
of this Agreement. Neither CITY nor CONSULTANT shall assign or transfer its interest
in this Agreement without prior written consent of the other.
II. ARTICLE
CITY’S RESPONSIBILITIES
CITY will:
1. Provide full information as to CITY’s requirements for the Project;
2. Assist CONSULTANT by placing at CONSULTANT’s disposal all
information in CITY’s control or knowledge which is pertinent to the
Project, including executed right-of-way easements and final field survey
data;
3. Examine all work presented by CONSULTANT and respond within
reasonable time and in writing to the material submitted by
CONSULTANT;
4. Pay all costs incident to advertising for obtaining bids or proposals from
Contractors;
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5. Give prompt written notice to CONSULTANT whenever CITY observes or
otherwise becomes aware of any defect in CONSULTANT’s work or in
Contractor’s work;
6. Designate in writing a person to act as its representative with respect to
this Agreement, such person having complete authority to transmit
instructions, receive information, and make or interpret the CITY’s
decisions;
7. Provide all information and criteria as to the CITY’s requirements,
objectives, and expectations for the Project including all numerical criteria
that are to be met and all standards of development, design, or
construction;
8. Provide to the CONSULTANT all previous studies, plans, or other
documents pertaining to the Project and all new data reasonably
necessary in the CONSULTANT’s opinion, such as site survey and
engineering data, environmental impact assessments or statements,
zoning or other land use regulations, etc., upon all of which the
CONSULTANT may rely;
9. Arrange for access to the site and other private or public property as
required for the CONSULTANT to provide its Services; and
10. Provide any other information or assistance as may be necessary for
additional CONSULTANT Services as provided in Article V, hereof, and
Attachment B (“Fee Schedule”) hereto.
The CONSULTANT shall not be held responsible for any errors or omissions that
may arise as a result of erroneous or incomplete information provided by the CITY
and/or the CITY’s consultants and contractors; provided, however, that CONSULTANT
must, within a reasonable time of learning of any erroneous or incomplete information
disclose in writing to the CITY the existence of any known erroneous or incomplete
information that is discovered by CONSULTANT, or that reasonably should have been
discovered by CONSULTANT using ordinary diligence, during the term of this
Agreement.
III. ARTICLE
COMPENSATION FOR PROFESSIONAL SERVICES
The CITY shall compensate CONSULTANT for Services rendered under this
Agreement, in accordance with the following:
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For the completion of the work contemplated in Article I, the CONSULTANT shall
be paid on a lump sum, fixed fee basis in the amount of $145,300 for Basic Services
and on an hourly basis plus expenses in an amount not to exceed $20,950 (as outlined
in Attachment B) with a total not to exceed cost ceiling of $166,250 as billed monthly by
CONSULTANT.
IV. ARTICLE
TIMES OF BILLING AND PAYMENT
The CONSULTANT shall bill CITY monthly for any Services and expenses
incurred in accordance with the work performed subject to the limits set out in Article III.
Payment shall be due within thirty (30) days of receipt by CITY of a properly prepared
and correct invoice from CONSULTANT. CONSULTANT’s invoices shall be
accompanied by such records or other written proof as CITY deems necessary to verify
the billings. Invoices shall be made to City Finance Department’s office at 1400 Main
Street, Suite 440, Southlake, Texas 76092.
If CITY fails to make payment due CONSULTANT within thirty (30) days of the
day when payment for Services and expenses is due under the terms of this
Agreement, CONSULTANT shall be entitled to interest on such unpaid sums at the rate
provided in Chapter 2251 of the Texas Government Code.
V. ARTICLE
ADDITIONAL CONSULTANT SERVICES
In addition to performing its professional Services set out in this Agreement,
CONSULTANT agrees to perform additional Services as requested by CITY from time
to time and CITY agrees to compensate CONSULTANT for such additional Services in
accordance with CONSULTANT’s standard hourly fee and expenses as outlined in
Attachment B, for actual time expended and actual out-of-pocket sums expended, such
additional Services may be one or more of the following:
1. Make or prepare detailed description of sites, maps, or drawings related
thereto and outside the scope of the Project;
2. Appearances before courts or boards on matters of litigation or hearings
related to the Project;
3. Preparation of environmental impact assessments or statements for any
governmental agency;
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4. Miscellaneous engineering work for CITY not related to the Project;
5. To provide resident project construction inspection, unless such inspection
is not required, in writing, by the CITY; or
6. Other additional Services agreed to by the parties in writing and
incorporated herein.
VI. ARTICLE
STANDARD OF CARE
In performing its professional Services, the CONSULTANT will use that degree of
care and skill ordinarily exercised, under similar circumstances, by reputable members
of its profession in the same locality at the time the Services are provided and in
accordance with any applicable governmental laws, regulations and ordinances.
Notwithstanding any other provision of this Agreement, if engineering or architectural
services are provided by CONSULTANT, or its subconsultant(s) in any manner
pursuant to this Agreement, then the standard of care provided in Texas Local Gov’t
Code Sec. 271.904 shall be applicable as it relates to those engineering or architectural
services.
VII. ARTICLE
PERIOD OF SERVICE
This Agreement shall be effective upon execution by CITY and CONSULTANT,
and shall remain in force until work is completed on the Project or until terminated under
the provisions hereinafter provided in Article VIII.
VIII. ARTICLE
TERMINATION
The CITY may terminate this Agreement at any time for convenience, with or
without cause by giving written notice to the CONSULTANT. Such termination may be
made effective on such future date as agreed by the parties, but absent such
agreement shall be immediate. Upon receipt of such notice the CONSULTANT shall
immediately discontinue all Services and work and the placing of all orders or the
entering into contracts for supplies, assistance, facilities, and materials in connection
with the performance of this Agreement and shall proceed to cancel promptly all existing
contracts insofar as they are chargeable to this Agreement.
The CONSULTANT, upon termination, shall be paid for all Services rendered
through the date of termination together with any additional reimbursable expense then
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due and allowable under this Agreement.
IX. ARTICLE
OWNERSHIP OF DOCUMENTS
1. All completed or partially completed reports prepared under this
Agreement, including the original drawings in both paper and electronic
formats, shall become the property of CITY if this Agreement is
terminated. Upon completion and payment of this Agreement, the final
design, drawings, specifications and documents in both paper and
electronic formats shall be owned by CITY.
2. Reuse, change or alteration by CITY or others acting by or on behalf of
CITY of such documents without the permission of CONSULTANT shall
be at CITY’s sole risk.
X. ARTICLE
INSURANCE
ENGINEER shall carry and maintain at all times during design and construction,
at CONSULTANT’s expense, insurance of the type and of minimum coverage limits as
follows:
1. Workers Compensation - Statutory Employer’s Liability - Limits as required
by the State of Texas.
2. Comprehensive General Liability, Bodily Injury and Property Damage
including contractual liability in a combined single limit - $500,000 per
occurrence.
3. Comprehensive Automotive Liability, Bodily Injury and Property Damage
in a combined single limit - $1,000,000 per accident.
Certificates of insurance for the above coverage in a form acceptable to CITY,
evidencing the coverage required above, shall be provided to CITY within ten (10)
business days after execution of this Agreement and prior to issuing Notice to Proceed.
Such certificates shall provide that the insurer will give CITY not less than ten (10) days
notice of any material changes in or cancellation of coverage. In the event any
subcontractor of CONSULTANT, with or without CITY’s consent, provides or renders
Services under this Agreement, CONSULTANT shall ensure that the subcontractor’s
Services are covered by the same insurance limits as set forth above.
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CONSULTANT shall not commence work under this Agreement until it has
obtained Professional Liability (Errors and Omissions) Insurance as required hereunder
and such insurance coverage has been approved by CITY. Such insurance shall be in
the minimum amount of $1,000,000 and shall include coverage of Contractually
Assumed Liability. The insurance coverage prescribed herein shall be maintained until
three (3) years after CITY’s acceptance of the construction project and shall not be
canceled without prior written notice to CITY. In this connection, upon the signing and
return of this Agreement by CONSULTANT, a Certificate of Insurance shall be furnished
to CITY as evidence that the insurance coverage required herein has been obtained by
CONSULTANT, and such certificate shall contain the provision that such insurance
shall not be cancelled or modified without thirty (30) days prior written notice to CITY.
CONSULTANT shall notify CITY within ten (10) days of any modification or alteration in
such Professional Liability (Errors and Omissions) Insurance.
XI. ARTICLE
AUTHORIZATION, PROGRESS AND COMPLETION
CITY and CONSULTANT agree that the Project is planned to be completed by
September 30, 2024. CONSULTANT shall employ manpower and other resources, and
use professional skill and diligence in a manner consistent with that degree of care and
skill ordinarily exercised by members of the same profession currently practicing under
similar circumstances at the same time and in the same or similar locality, to meet the
schedule; however, CONSULTANT shall not be responsible for schedule delays
resulting from conditions beyond its control. By mutual agreement, CITY and
CONSULTANT may modify the Project schedule during the course of the Project and if
such modifications affect CONSTULTANT’s compensation, it shall be modified
accordingly, subject to CITY’s approval.
For additional CONSULTANT Services, the authorization by CITY shall be in
writing and shall include the definition of the additional Services to be provided, the
schedule for commencing and completing the additional Services, and the basis for
compensation as agreed upon by CITY and CONSULTANT.
XII. ARTICLE
NOTICE
Any notice required under this Agreement will be in writing and given either
personally, by registered or certified mail, return receipt requested, or by a nationally
recognized overnight courier service, addressed to the parties as follows:
If to CITY: Shana Yelverton
City Manager
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City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
Phone: 817-748-8400
Fax: 817-748-8010
If to CONSULTANT:Erica Bish, AIA, NCARB, CSI
Dallas Office Director
TSK
5830 Granite Parkway, Suite 750
Plano, TX 75024
Phone: (972) 292-7670
All notice shall be effective upon the date of receipt.
XIII. ARTICLE
SEVERABILITY
In the event that any provision of this Agreement shall be found to be void or
unenforceable, such finding shall not be construed to render any other provisions of this
Agreement either void or unenforceable. All provisions, which are void or
unenforceable, shall not substantially affect the rights or obligations granted to or
undertaken by either party.
XIV. ARTICLE
VENUE-LAW
Venue of any suit or cause of action under this Agreement shall lie exclusively in
Tarrant County, Texas. This Agreement shall be construed in accordance with the laws
of the State of Texas, without regard for conflict of laws principles.
XV.ARTICLE
MISCELLANEOUS
Texas Boycott Prohibitions. To the extent required by Texas law, CONSULTANT
verifies that: (1) it does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association, as defined in Texas
Government Code § 2274.001, and that it will not during the term of this Agreement
discriminate against a firearm entity or firearm trade association; (2) it does not “boycott
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Israel” as that term is defined in Texas Government Code § 808.001 and it will not
boycott Israel during the term of this Agreement; and (3) it does not “boycott energy
companies,” as those terms are defined in Texas Government Code §§ 809.001 and
2274.001, and it will not boycott energy companies during the term of this Agreement.
Texas Public Information Act. Notwithstanding any other provision to the contrary
in this Agreement, all information, documents, and communications relating to this
Agreement may be subject to the Texas Public Information Act and any opinion of the
Texas Attorney General or a court of competent jurisdiction relating to the Texas Public
Information Act. The requirements of Texas Gov’t Code Sec. 2252.907 and Subchapter
J, Chapter 552, Government Code, may apply to this Agreement and each Party agrees
that this Agreement may be terminated if a Party knowingly or intentionally fails to
comply with a requirement of Subchapter J, if applicable.
Texas Ethics Disclosure. To the extent required by Texas law, CONSULTANT
represents that it has completed a Texas Ethics Commission (“TEC”) form 1295 (“Form
1295”) generated by the TEC electronic filing application in accordance with the
provisions of Texas Government Code 2252.908 and the rules promulgated by the TEC.
The Parties agree that, with the exception of the information identifying the CITY and
the contract identification number, the CITY is not responsible for the information
contained in the Form 1295.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed
in two equal originals on the date and year first above mentioned.
CITY OF SOUTHLAKE:
By: _________________________________
John Huffman, Mayor
ATTEST:
By: _________________________________
City Secretary
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TSK
By: _________________________________
Erica Bish, Dallas Office Director
THE STATE OF TEXAS §
COUNTY OF TARRANT §
Before me on this day personally appeared ______________ known to me [or
proved to me on the oath of _______________ or through ___________________
(description of identity card or other document)] to be the person whose name is
subscribed to the foregoing instrument and that he/she is the duly authorized
______________________ of _____________________________, and acknowledged
to me that he/she executed the same for the purposes and consideration therein
expressed.
Given under my hand and seal of office this _____ day of __________,
A.D.2023.
______________________________________
(SEAL) Notary Public, State of Texas
____________________________________
Notary’s Name Printed
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Attachment A
Scope of Services
A. Design Development Services (30% Design)
· Obtain existing conceptual documentation for Southlake EOC (in original software
format if available).
· Project Kickoff meeting to walk site and confirm scope of work.
· Provide preliminary layout (floor plan, rcp, elevations as required) to Southlake for approval.
B. Construction Document Phase & Permitting Services
· Provide coordinated set of documents for permitting.
· Perform additional site investigations (up to 2 – 1 hr. max) as needed to validate scope solutions.
· Provide elevations and details as required.
· Provide finish selections.
· Provide a 60% Construction Document Submittal.
o Team will respond and incorporate comments on the drawings. Includes a
cost estimate based on this submission.
· Provide a 90% Construction Document Submittal.
o Team will respond and incorporate comments on the drawings. Includes a
cost estimate based on this submission.
o Documents submitted for permit review at this milestone
· Provide a 100% Construction Document Submittal & Project Manual
o Includes a cost estimate
o Includes coordination of front-end specifications with City of Southlake
· Submit for Texas Accessibility Standards (TAS) review.
· Submit the accepted package to City of Southlake Building Inspections to initiate the permit
review process.
· Provide all team members with PDF set of permit review documents.
· Complete and provide Southlake Building Inspections required and requested forms
and support documentation.
· Prepare and revise drawings in response to City of Southlake Building Inspections comments.
C. Bidding Services
· Respond to bidder questions.
· Prepare bid addenda as necessary.
· Attend Bid Walk, if requested.
D. Construction Administration Services
· TSK to attend a precon meeting and a final walkthrough.
· Provide assistance and advise the Owner when requested regarding interpretation of
design intent of contract documents, requests for information, and product and shop
drawing submittals.
· Architectural representative(s) to provide site observation at intervals appropriate to the
stage of construction to become generally familiar with the progress and quality of work
completed. TSK to attend at minimum bi-weekly construction meetings (up to 8 – 1 hr.
meetings in total) for the duration of construction 180 calendar days. Extended CA
services beyond the noted duration due to no fault of the AE Team will be discussed
with Southlake for possible additional service costs prior to additional participation.
· MEP engineering representative(s) to provide a total of four (4) site observations
& reports during milestone construction points.
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· Review Contractor’s Request for Payment and advise the Owner.
· Prepare supplemental drawings, if required. To be submitted as ASIs
(architectural supplemental information) after award of bid.
· Provide CCDs and manage submittal/review process with Southlake for items
requiring clarification to the construction documents.
o CCDs requested for contractor convenience or field discovery items will be
discussed with the City of Southlake for possible additional service costs prior to
initiation.
o CCDs initiated by the owner will be discussed with the City of Southlake for
possible additional service costs prior to initiation.
· Record As-Built Documents to be provided at project completion.
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Attachment B
Fee Schedule
* All related Plan Check and Permit Fees will be paid by the CITY and/or awarded general
contractor.
** Reimbursable expenses are an estimate based on similar past project experiences and
may be greater than or less than required for actual needs. CONSULTANT will notify the
CITY if expenses may exceed the anticipated allowance. Compensation for additional
expenses, if necessary, shall be provided by the Client. Reimbursable expenses for TAS
review and inspection, messenger and delivery services, and reproduction for other than in-
house check prints and plots made by the CONSULTANT in the interest of the project are
separate from our fees and will be billed with a multiplier of 1.1.
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