PROPRIETARY AND CONFIDENTIAL
NEW SINGLE TERMINAL AND PARKING AT KANSAS CITY INTERNATIONAL AIRPORT Kansas City, Missouri
ADDENDUM No. 2.0 PROFESSIONAL SERVICES AGREEMENT REVIEW Kansas City International Airport New Terminal Grand Opening Celebrations Event Design and Production Services June 2, 2022
Edgemoor Infrastructure & Real Estate Addendum 2.0 - Event Design and Production Services Page 1
New Single Terminal and Parking at KCI
PROPRIETARY AND CONFIDENTIAL
PROFESSIONAL SERVICES AGREEMENT REVIEW Addendum No. 2 includes Edgemoor’s Professional Services Agreement (the Agreement). Proposing firms are asked to review the Agreement and notify Edgemoor of any concerns or requested modifications if they are the selected bidder. Concerns or proposed modifications to the Agreement should be outlined in a separate PDF attachment – not as part of your proposal response. This will not count against your proposal page count. Please be aware that noting a concern with the boilerplate language may not result in its removal or modification in the final Agreement. This element of your firm’s response will not be scored but will help us identify any potential concerns bidding firms may have with the Agreement.
Edgemoor Infrastructure & Real Estate Addendum 2.0 - Event Design and Production Services Page 2
New Single Terminal and Parking at KCI
#ES-Approve2#
#EDGEMOORNAME#
Project No.: #JobNo# Contract No.: #ContractNo# Vendor No.: #VNNo# Cost Code: #ContractCC# #ES-Text-IND#
#EdgemoorAddress# #EdgemoorCSZ# Phone: #EdgemoorPhone#
AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (hereinafter “Agreement”), made this #CONTRACTDATEWORDS# by and between #EDGEMOORNAME# (hereinafter “#CSN#”) and #VNNAME# of #VNADDRESSL#, #VNCSZL# (hereinafter “Consultant”), to provide certain professional services, and WHEREAS, the parties desire to set forth the terms and conditions under which the said professional services shall be performed; NOW, THEREFORE, in consideration of these promises and of the mutual covenants herein, the parties hereto agree as follows: ARTICLE 1 - PROJECT AND SCOPE OF SERVICES (a) In connection with the construction of #JOBNAME#, #JOBLOCATION# (hereinafter “Project”), according to the Contract Documents listed in Exhibit A (as applicable) attached hereto, Consultant agrees to perform for #CSN# the Scope of Services described in the attached Exhibit B, including all things necessary or incidental to the complete performance of those services. (b) TIME IS OF THE ESSENCE. Consultant shall perform the services hereunder: (i) in a prompt and diligent manner, (ii) in accordance with #CSN#’s schedule as reasonably amended from time to time, and (iii) in accordance with any milestones in this Agreement including Exhibit B. (c) The services actually performed shall be in strict accord with Exhibit B and the terms herein, unless modifications thereto are reduced to writing and signed by authorized representatives of both #CSN# and Consultant. However, if requested by #CSN#, Consultant shall within ten (10) calendar days submit a reasonable price quotation for proposed changes and if accepted by #CSN#, perform the changes without delay. (d) Consultant represents and warrants that the Company Information Form (CIF) and/or Subcontractor Qualification Application (SQA) most recently submitted by Consultant is true, accurate, and complete. ARTICLE 2 - CONTRACTUAL RELATIONSHIP In performing its services under this Agreement, Consultant shall operate as, and have the status of, an independent contractor and shall not act as or be an agent or employee of #CSN#. As an independent contractor, Consultant will be solely responsible for determining the means and methods for performing the services described in the Scope of Services. ARTICLE 3 - COMPENSATION AND PAYMENT (a) As full consideration for the performance of those services referenced herein, #CSN# agrees to pay Consultant the #CONTRACTAMOUNTWORDUP#. (b) On or about the first day of each month Consultant shall submit progress invoices to #CSN# in duplicate indicating the services performed during the preceding month and the charges therefor. (c) Within thirty (30) calendar days after receipt of a progress invoice, #CSN# shall pay Consultant the full amount of the invoice; however, if #CSN# objects to all or any portion of any invoice, it shall notify Consultant within ten (10) calendar days from date of receipt of invoice of its objection and both parties shall immediately make every effort to settle the disputed portion of the invoice prior to the date that payment is due. In the event the settlement of a disputed portion of an invoice is not reached by the date that payment is due, then #CSN# will pay only that portion of the invoice that is not in dispute. (d) If requested by #CSN#, Consultant agrees to furnish, prior to any payment hereunder, evidence satisfactory to #CSN# that payment has been made to all its employees, sub-consultants, subcontractors and suppliers in the full amounts due in connection with the performance of this Agreement in the forms attached hereto (Exhibit R). (e) All reports, drawings, data sheets, recommendations, photographs, computer print-outs, design criterion, calculations and material of a similar nature covered by payments hereunder shall become the property of #CSN# and as such are not to be revealed to, distributed to, identified to or relied upon by other parties without the prior written consent of #CSN#. Consultant will comply with all reasonable requests of #CSN# so that #CSN# may protect and preserve all property interests herein conveyed. ARTICLE 4 - INSURANCE AND PROFESSIONAL LIABILITY (a) Prior to commencing the performance of the services referenced herein, Consultant shall procure insurance of the types and at the minimum limits set forth below in a form and from insurers acceptable to #CSN#, in its sole discretion; and shall provide #CSN# with certificates evidencing such coverage. Consultant shall maintain all such insurance at its own expense for as long as this Agreement is in effect, except for the Professional Liability insurance must remain in effect for a period of two (2) years beyond the date of Substantial Completion of the Project. All policies should contain a policy provision stating that the issuing company will mail thirty (30) days written notice of cancellation to #CSN#. (1) Workers’ Compensation Statutory coverage as required by the applicable jurisdictions. (2) Automobile Liability Combined Single Limit - $300,000 (3) Commercial General Liability Each Occurrence - $300,000 General Aggregate - $300,000 This insurance shall include #CSN# as an additional insured, and shall be endorsed with contractual liability coverage. (4) Professional Liability Each Claim $1,000,000 Aggregate Limit of Liability $1,000,000 This insurance may either be a claims made or occurrence coverage form. (b) Consultant waives all rights of recovery against #CSN#, the Owner, and such other parties as are required by #CSN# and/or the Contract Documents, for losses within the scope of Consultant’s insurance.
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(c)
(d)
(e)
If, as a result, in whole or in part, of the actual or alleged negligence (or other act for which there is legal liability) of Consultant, its employees, agents, subconsultants, or subcontractors of any tier, any person (including employees of Consultant) claims that he, she or it suffered or is suffering injury or death or any property is damaged, lost or destroyed, or any other loss occurs, Consultant, to the fullest extent permitted by law, assumes the liability therefor and agrees to indemnify, defend, and hold harmless #CSN# , the Owner and their respective affiliates, subsidiaries, partners, directors, officers, members, managers, agents, servants, employees and sureties therefor from any and all such injury, death, property damage or other loss, including reasonable attorneys’ fees incurred in connection therewith. The Agreement price includes ONE HUNDRED DOLLARS ($100.00) as specific consideration for Consultant’s duties to indemnify, defend, and hold harmless the indemnified parties identified in this Agreement. In the event that Consultant or any of its agents, employees, suppliers, or lower-tier subcontractors use or operate any machinery, tools, scaffolding, fall protection devices, hoists, lifts, cranes or any other items or equipment belonging to or under the control of #CSN#, any other subcontractor to #CSN#, or any other indemnified party, Consultant shall assume full responsibility for such use or operation and shall be liable to #CSN# for any resulting loss or damage (including bodily injury or death or damage to property), and Consultant shall at its own expense and to the fullest extent permitted by applicable law, indemnify, defend and hold harmless #CSN#, such other subcontractor, and all other indemnified parties from any such loss or damage (including bodily injury or death or damage to property) in accordance with Article 4(c) and Consultant shall waive any claims of subrogation by its insurers. Consultant’s assumption of liability and its obligations to indemnify, defend, and hold harmless are independent of, and not limited in any manner by, the Consultant’s insurance coverage obtained pursuant to this Article 4, any insurance obtained by #CSN#, the Owner or otherwise. All amounts owed by Consultant to #CSN# as a result of the liability provisions of this Agreement shall be paid on demand.
ARTICLE 5 - ASSIGNMENT AND SUBCONTRACTING Consultant shall not voluntarily or by court order assign or transfer this Agreement, or any right, duty, or funds due under this Agreement, whether by contract, merger (whether that party is the surviving or disappearing entity), consolidation, dissolution, or otherwise, without the prior written consent of #CSN#, which may be withheld in its sole discretion. Any attempted assignment of this Agreement without the consent of #CSN# shall be null and void and of no force or effect. A change of control through sale, transfer or assignment of securities of Consultant representing twenty five percent (25%) or more of the voting power of all of Consultant’s voting securities to an acquiring party or group shall constitute an assignment for purposes of this Article 5. However, with the written consent of #CSN#, which shall not be unreasonably withheld, Consultant may employ suitable trained and skilled persons or firms under subcontract to perform any part of its duties and obligations provided any such subconsultants maintain and comply with all of the insurance requirements in Article 4 above. In the event of a permitted assignment or transfer, Consultant shall be liable to #CSN# for any costs #CSN# incurs. Immediately upon request, Consultant will provide to #CSN# a copy of all of Consultant’s agreements and copies of all documents relating to or otherwise concerning an assignment as described in this Article 5. ARTICLE 6 - TERMINATION #CSN# shall have the right to terminate this Agreement, in whole or in part, for convenience, by providing Consultant five (5) days written notice of termination. Upon expiration of the five (5) days, this Agreement will terminate and Consultant shall be paid the amount earned or reimbursable to it hereunder to the time specified in the notice of termination, including all reasonable cost incurred by Consultant in connection with discontinuing the services referenced herein. Consultant shall have no further claim against #CSN# with respect thereto. If Consultant is in default of any of the terms and conditions of this Agreement, and such default continues for a period of three (3) days beyond written notice from #CSN#, then #CSN# may terminate this Agreement for default. ARTICLE 7 - TAXES AND PERMITS (a) Consultant agrees to pay and comply with and hold #CSN# harmless against the payment of all contributions, premiums or taxes of whatever nature, including any interest or penalties, which may be payable by it under any Federal, state or local laws arising out of the performance of this Agreement. (b) Consultant shall obtain and pay for all permits, licenses, fees and certificates of inspection which may be necessary for the prosecution and completion of its duties and obligations hereunder, and shall arrange for any applicable inspections and approvals by public officials. ARTICLE 8 - LAWS, REGULATIONS AND ORDINANCES Consultant agrees to be bound by, and, at its own cost, comply with all Federal, state and local laws, codes, ordinances, regulations and licensing requirements applicable to the performance of its duties and obligations hereunder. ARTICLE 9 - COMPLETE AGREEMENT This Agreement represents the entire agreement between the parties hereto with respect to the matters covered herein and supersedes all prior negotiations, agreements, representations, warranties, or other matters, oral or written. This Agreement may be amended only by a written instrument that is signed by an authorized representative of #CSN#. No other agreements, representations, warranties or statements, whether oral or written, shall be binding on either party. ARTICLE 10 – SURVIVAL All of Consultant’s indemnity, defense and hold harmless obligations in this Agreement shall survive the termination or expiration of this Agreement as well as its obligation to maintain Professional Liability insurance beyond the termination or expiration of this Agreement. ARTICLE 11 – EQUAL EMPLOYMENT OPPORTUNITY AND ANTI-HARASSMENT (a) All services performed under this Agreement are subject to #CSN#’s current Equal Employment Opportunity Policy and Affirmative Action Plan. Copies of these policies are available for review upon request. (b) Consultant agrees to abide by #CSN#’s Anti-Harassment Policy. Copies of #CSN#’s Anti-Harassment Policy are available for review upon request. (c) Consultant shall include the provisions of this Article 11 in Consultant’s agreements. The requirements of this Article 11 shall be in addition to any Equal Employment Opportunity provisions of the Contract Documents. ARTICLE 12 – MEDIA AND TECHNOLOGY (a) Consultant, its sub-consultants, subcontractors and suppliers, and any of their respective employees shall not take photographs or produce video of the work on site; publish or display advertising matter of any description relating to the Project; make, say, or publish any statement, announcement or publicity release regarding the Project to any third-party, or in any public forum including any social media outlet; or display signs at or near the Project without first obtaining the written consent of #CSN# and the Owner. Consultant, its sub-consultants, subcontractors and suppliers, and each of their employees grant to #CSN# full right, title and interest in any photographs or videos taken of the Project. (b) Consultant agrees to abide by #CSN#’s Subcontractor Information Technology Policy, which is incorporated herein by reference and is available for review upon request. ARTICLE 13 – SEVERABILITY AND WAIVER It is the intention of the parties that the provisions of this Agreement be enforceable to the fullest extent permitted by applicable law. To the extent that any provision of this Agreement, including without limitation Article 4 is deemed invalid, in whole or in part, the provision shall be considered reformed to reflect the intent thereof to the greatest extent possible consistent with law.
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ARTICLE 14 - ADDITIONAL PROVISIONS The following Exhibits are attached to this Agreement and are an integral part hereof: #ContractExhibitsList#.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and year above written. #EDGEMOORNAME# (#CSN#)
#VNNAME# (Consultant)
By: #ES-Signature2# #EdgemoorOICName# #EdgemoorOICTitle#
By: #ES-Signature1# Print name: #ES-Name1# Title: #ES-Title1#
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