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HomeMy WebLinkAboutItem #09 Approval of Proposal for Professional Services – Ocoee Master Downtown Stormwater Park System ocoee florida AGENDA ITEM COVER SHEET Meeting Date: June 19, 2018 Item # q Reviewed By: Contact Name: Stephen C. Krug/ Richard Department Director. /// * A. Campanale Contact Number: 6002 City Manager: Robert Frank Subject: Proposal for Professional Services —Ocoee Master Downtown Stormwater Park System Background Summary: A major element of the Ocoee Downtown Redevelopment Plan is to design and permit the Master Stormwater Park System to support and facilitate the anticipated future development in Downtown Ocoee. At the April 17, 2018 Commission meeting for RFQ #1803 Design Services for the Master Downtown Stormwater System, the Commission awarded the design services to GAI Consultants, Inc. In working with GAI, staff recommended a scope of services to cover several tasks including Task 1: A survey to support the overall redevelopment strategy; Task 2: Conceptual engineering of multiple design concepts for the Stormwater Park System; and additional tasks for final engineering, permitting and construction documents. The fee proposal for Tasks 1 and 2 (attached) submitted by GAI is $81,146.00. Public Works is requesting City Commission approval to allocate $82,000.00, which includes a small contingency for unanticipated costs, of surplus Debt Service funds to this Scope of Services. Public Works recommends approval to allocate the debt service funding for the professional engineering services. Issue: Request the City Commission approve GAI's Proposed Professional Services Tasks 1 & 2 and allocate surplus Stormwater Division debt service funding to complete the scope of work. Recommendations: Recommend the City Commission approve GAI's Proposed Professional Services Tasks 1 & 2 and allocate $82,000.00 of surplus Stormwater Division debt service funding to complete the scope of work. Attachments: Proposal for Professional Services Tasks 1 & 2 — Ocoee Downtown Stormwater Park. Financial Impact: The cost of the professional services work can be adequately funded in the Stormwater Division utilizing surplus Debt Service funding up to $82,000.00. Type of Item: (please mark with an "x") Public Hearing For Clerk's Dept Use: Ordinance First Reading J(' Consent Agenda Ordinance Second Reading / - Public Hearing Resolution Regular Agenda X Commission Approval Discussion&Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. ---.0.,p2U700 N/A Reviewed by ( ) N/A 2 • gai consultants transforming ideas into reality® May 16, 2018 GAI Project No. A180202.00 Mr. Steve Krug Public Works Director City of Ocoee 301 Maguire Road Ocoee, FL 34761 Proposal for Professional Services Ocoee Downtown Stormwater Park Conceptual Evaluation and Conceptual Design Ocoee, Florida Dear Mr. Krug: GAI Consultants, Inc. ("GAI"or"the Consultant") is pleased to submit this Scope of Services/Fee Proposal for Professional Services to the City of Ocoee, Florida ("the Client"or"the City")for the above-referenced project. This proposal reflects the anticipated Scope and related costs for services to be provided based on GAI's understanding of the project. Project Background GAI Consultants completed the'Downtown Ocoee Master Plan'in December, 2016 under a separate agreement. As a part of the long-range vision for the city several improvement projects were identified and some have begun to move beyond the conceptual stage. It is now the desire of the city to begin to refine the design of the Master Downtown Stormwater System identified in the plan, work in concert with the other projects on-going with the City and implement the final design.The Master Stormwater Management Plan is the second step of a four(4) step approach to the implementation of a stormwater management system.The four(4) steps include: • Visioning (complete) • Conceptual Master Plan Development, • Preliminary Engineering and • Final Design and Construction Documents. The Master Stormwater System and associated stormwater park and creek improvements is a project that has been identified as being critical to the success of the future disposition of downtown. The exact limits of the project area will be defined during this Concept Design phase of the work described herein, but generally the project area is within the limits of Franklin Street on the north, Oakland Avenue on the south, Bluford Avenue on the east, and Taylor Street on the west. A connection of the existing stream into Starke Lake at the new Lakefront Park(currently under design by others)extends the general project area to the east. The study area is also defined in the Pegasus Engineering Study as Study Area 1 and Study Area 2. Analysis of potential redevelopment parcels that may arise as a result of drainage analyses provided under this agreement may possibly extend the overall study area beyond the limits indicated above. Orlando Office 618 East South Street,Suite 700 Orlando,FL 32801 T 407.423.8398 F 407.843.1070 www.gaiconsultants.com Mr. Steve Krugr May 16,2018 Page 2 GAI Project No.A180202.00 Project Understanding The Scope of Work required in this agreement includes the completion of multiple Concept Designs of the stormwater park project in the area described above. These Concept Designs will also address potential redevelopment areas/sites based upon preliminary engineering analysis of locations and sizes of the stormwater pond and open space indicated on each of the concepts. The plans will indicate the conceptual design of the stormwater park, including open space, soft vs. hard pond edges, walkways, boardwalks, landscape areas and other design elements necessary to fully indicate design intent. In addition, the Concept Design phase will include photographic images of comparable designs and design techniques to further indicate overall design intent. The Concept Plans may include cross sections and/or other graphic techniques. Final selection of a Concept Plan and the associated identification of related redevelopment areas will allow for the advancement of the project to Schematic Designs (30%), Design Development(60%)and Construction Document(100%) plans and specifications for the bidding and construction of the project at a future date and under a separate agreement with GAI. The services included as a part of this agreement are: • Review of existing survey data in project area • Review of existing geotechnical engineering data within the project area • Establish parameters for selection of concept plan and work with City to select an option • Conceptual Engineering Design including coordination with the landscape architect o Refine limits of project o Conceptual stormwater engineering including LID concepts o Conceptual grading contours/elevations along surfaces • Landscape Architectural design including all public areas including: — A functioning stormwater park possibly utilizing useable tiered or non-tiered open spaces located on either the north or south side of a pond. — Pedestrian connections from surrounding streets and in particular from the adjacent Lakefront Park. Coordination with the consultant team designing that project is a part of this scope of services. — Final design disposition of the existing stream and its connection to the aforementioned park. — Perimeter pedestrian walkways, and the possible inclusion of boardwalks, overlooks, stepped seating, terracing, plazas and gathering spaces and other amenities determined by the City and GAI as appropriate. • Two,three dimensional images of the project. • Colored plans will be provided for each concept. A more detailed rendering will be provided for the Final Concept Plan. • Develop a permitting and implementation strategy Additional survey(beyond the 6 parcels included in Task 1) and geotechnical services are not included in the conceptual phase herein, but are anticipated in the preliminary engineering phase. In addition to the specific services detailed below (the"Services"), GAI will coordinate our work with the Client's representatives, the project team, and other consultants currently involved in projects affected by the stormwater park, including the lakefront park, streetscape projects and previously completed downtown drainage analysis. Additionally, GAI will monitor the project schedule as it relates to the scope contained herein, and provide timely invoicing and reporting of project progress. • gai consultants transforming ideas into reality; 0 2016 GAI Consultants,Inc. Mr.Steve Krugr May 16,2018 Page 3 GAI Project No.A180202.00 Scope of Services Based on our understanding of the project requirements/criteria provided to date by the Client, GAI will perform the following described Scope of Services: Task I — Survey 1.1 As requested by the City and in an effort to support the overall redevelopment strategy, six parcels have been identified which require boundary surveys. The parcels are identified as follows: — Parcel 10, 30 Franklin Street — Parcel 11, 180 N. Cumberland Avenue — Parcel 16, 26 W. Franklin Street — Parcel 18, 10 W. Franklin Street — Parcel 21, 130 N. Bluford Avenue — Parcel 22, 127 N. Cumberland Avenue GAI will work with its subconsultant Southeastern Survey to accomplish this task. The boundary survey will be in accordance with Chapter 5J-17 F.A.0 and include the following: — Establish the location of all boundary corners and resent any missing corner of each parcel. — Locate all improvements and utilities, as evidenced by above ground features. — Review initial Title Commitment as provided to address record easement and servitudes and covenants within the subject boundaries with respect to physical location of any land description therein. — Prepare a drawing of each parcel. Task II—Conceptual Engineering 2.1 Site Analysis—GAI will visit the project area in order to develop an understanding of the area's opportunities and constraints. 2.2 GAI will meet with City of Ocoee staff and the City's other consultants who are currently working on projects that will affect or are affected by the stormwater park project. GAI will review the other consultants project schedules to determine what parts may impact this project. A phased approach will likely be developed to accommodate opening deadlines for multiple phases. The phasing may include temporary stormwater facilities and intermediate permits which would be accelerated to final design. 2.3 Setup, prepare for, and attend an informational meeting with the SJRWMD in concert with development of concept plans. 2.4 GAI will collect, review, and analyze the available hydraulic/hydrologic information related to the City's existing storm sewer system and drainage basins within the limits of the project. This data is assumed to be included in the Downtown Stormwater Master Plan Phase 1 Feasibility Study by Pegasus; permits/models by CPH and S&ME; and master permits. GAI will work with City staff to develop an agreed upon proposed level of service (LOS) and to further understand known localized flooding areas. An existing conditions (pre-redevelopment) analysis will be performed using modeling software to understand the LOS of the City's existing system. The information will be used in conjunction with the post-redevelopment storm sewer modeling to evaluate the resulting capacity of the existing storm sewer system and reduction in the frequency of localized street flooding anticipated as a result of the storm system retrofits. • gai consultants transforming ideas into reality ©2016 GAl Consultants,Inc. Mr.Steve Krugr May 16,2018 Page 4 GAI Project No.A180202.00 2.5 Develop conceptual storm sewer layouts(both collection and outfall systems)for each one of the alternatives. 2.6 Refine the storm water treatment calculations based on the location of the storm water treatment facilities and general soils, topography and groundwater information provided under each alternative. 2.7 Provide a cursory review of the existing conditions of the project area from the wetland and environmental impacts stand point and identify(only) potential issues that could affect the construction and permitting of the Concept Plan alternatives. 2.8 Review applicable building codes and land development regulations for areas within the flood zone to determine their effects on future re-development and work with the City for desired application based on anticipated changes in policy. 2.9 Develop exhibits depicting the redeveloped parcels and their connection to the proposed storm sewer systems provided in each alternative. 2.10 GAI will provide a conceptual compensating storage analysis in tandem with selection of the conceptual plans. The results of this analysis will be used to identify and evaluate possible storm sewer upgrades or retrofits within the proposed improvement areas of the Project that could be integrated and benefit the City, local businesses, etc; Note:Design and permitting of actual upgrades to the existing systems are not included in this proposal. When the extent of these upgrades have been identified, agreed upon, and selected, GAI will provide a separate scope and fee for preliminary and final engineering. 2.11 Concept Designs - Based upon the previously completed Downtown Ocoee Master Plan, GAI will prepare multiple Concept Design plans for the stormwater park, which will also indicate the associated redevelopment sites that may be made available resulting from each of the designs. Each plan will help to define the general scope of the project, including scale and relationships between built project elements. Project elements may include the following: — Flexible open space — Pedestrian access walks, paths and boardwalks — Overlooks and/or overlook tower — Preliminary stormwater engineering including UD concepts — Aesthetic grading — Site hardscape areas and elements, such as any small structures, seat walls, retaining walls, etc. 2.12 Client Review Meeting #1 - Each of the Concept plans will be reviewed by GAI and the Client at a meeting to be held in Ocoee in order to determine a preferred design direction including location of stormwater pond, location of open space and park elements, and possible location of redevelopment sites. 2.13 Final Concept Design— Based upon the selected Concept Design described above (including any requested modifications) GAI will prepare a Final Concept Plan for the stormwater Park and surrounding redevelopment area(s). 2.14 Client Review Meeting #2 -The plan described above will be reviewed with the City at a meeting to be held in Ocoee. It will be presented as an un-rendered plan in anticipation of making any necessary revisions that may be requested by the City. • gai consultants transforming ideas into reality ©2016 GAI Consultants,Inc. Mr. Steve Krugr May 16,2018 Page 5 GAI Project No.A180202.00 2.15 GAI will create a Comparable Image Board, utilizing photographs of similar project elements to indicate overall design aesthetic, scale, etc. 2.16 To adequately describe the design intent of the various elements of the proposed project, GAI will prepare a detailed rendered site plan and two (2), three dimensional graphic renderings of the project. 2.17 Statement of Probable Cost- GAI will prepare a Statement of Probable Cost for all elements detailed in the Final Concept Design. 2.18 Client Review Meeting #3—GAI will meet with the Client to review the Final Concept Design and the Statement of Probable Cost. Deliverables—As a result of these tasks, GAI will produce the following: • One set of the Concept Design Plans identifying the proposed project aesthetic approach to the open space, hardscape, landscape and stormwater component parts of the project. • One copy of the rendered site plan • One copy of the each of the three dimensional perspective renderings • One copy of the order of magnitude statement of probable cost • Electronic files of each of the deliverables Future Advancement of the Project It is understood and agreed that upon completion of the services described herein, the City of Ocoee intends to complete the contract documents for the bidding and construction of the project with GAI Consultants, Inc. having already been selected to provide those services. The fees associated with that work are to be negotiated based upon the final design developed herein. Additional Services GAI will provide Additional Services as mutually agreed between GAI and the Client. An equitable adjustment to GAI's Scope of Services and Compensation will be made through a Supplement to this Work Order for any Additional Services. These may include but are not limited to: • Revise drawings, specifications or other documents when such revisions are: — Inconsistent with approval or instructions previously given by the Client, including revisions made necessary by adjustments in the Client's program or project budget — Required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents — Due to changes required as a result of the Client's failure to render decisions in a timely manner — Due to a phased design approach determined after execution of this Proposal • Significant changes to the overall project size • Subsurface Utility Engineering • Development of drawings beyond the scope of a conceptual phase of work. • gai consultants transforming ideas into reality.; ©2016 GAI Consultants,Inc. Mr.Steve Krugr May 16,2018 Page 6 GAI Project No.A180202.00 Schedule GAI will begin work upon receipt of a copy of this Proposal executed and authorized below. GAI will endeavor to complete its Scope of Services within the timeframe of the Client's schedule to complete the project, subject to excused delay occasioned by factors beyond GAI's reasonable control. Compensation GAI will perform the above described professional services for the fee summarized below. Description Method of Payment Fee 1.0 Survey Lump Sum $6,186 2.0 Conceptual Engineering Lump Sum $72,960 Total (not including reimbursables) $79,146 Reimbursable Expenses Reimbursable expenses may include in-house and out-of-house projected costs required to perform and deliver the survey, ecological assessment and schematic design documents, such as postage, courier services, overnight deliveries, and mileage. General reproduction will be provided by the Client for progress printing and permit submittals. Reimbursable Expenses are estimated at$2,000. Reimbursable expenses will be Invoiced separately on an actual cost bas/s. Payment Unless otherwise specified in the GAI Standard Terms and Conditions for Professional Services, attached hereto as Exhibit A, GAI will prepare invoices monthly and payment will be due within 30 days of the date of the invoice. All other payment terms will be in accordance with Exhibit A. Assumptions and Understandings GAI's Scope of Services, Schedule and Compensation as set forth above have been prepared on the basis of the following assumptions and understandings: 1. Access to the project site(s) or other land upon which GAI is to conduct any field work will be available to GAI personnel in a timely manner. 2. Client has provided all its requirements for GAI's scope of services and all criteria and/or specifications that GAI should utilize at the time this Proposal is authorized. This includes any requirement for any statement of professional opinion or certification. 3. Client has provided all available information pertinent to GAI's scope of services, including previous reports/drawings; utility information, etc. at the time this Proposal is authorized. Unless otherwise noted, GAI may rely upon such information. 4. Client will give GAI prompt notice whenever it observes or otherwise becomes aware of any development that affects the scope or timing of GAI's performance. 5. Client will examine and provide comments and/or decisions with respect to any GAI interim or final deliverables within a period mutually agreed upon. • gai consultants transforming ideas into realityy ©2016 GAI Consultants,Inc. Mr.Steve Krugr May 16,2018 Page 7 GAI Project No.A180202.00 6. PURSUANT TO FLORIDA STATUTE 558.0035(1)(C), TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AGREES THAT AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. Please do not hesitate to contact me at 321.319.3057 if you have any questions or wish to discuss this Proposal. If this Proposal is acceptable, please sign where indicated below and return one copy for our file. This also will serve as authorization for GAI to proceed. GAI's performance of the Scope of Services will be governed by the GAI Standard Terms and Conditions for Professional Services, attached hereto as Exhibit A and incorporated herein by reference. REQUESTED AND AUTHORIZED BY: Sincerely, City of Ocoee GAI Consultants, Inc. PRINTED NAME: Kathy Leo, PE Vice President I Infrastructure TITLE: /, to , Frank Bellomo, PLA Senior Director, Landscape Architecture DATE: Attachment: Exhibit A—GAI Standard Terms and Conditions for Professional Services • gai consultants transforming ideas into reality, ©2016 GAI Consultants,Inc. EXHIBIT A GAI Standard Terms and Conditions for Professional Services • gai consultants transforming ideas into realityz ©2016 GAI Consultants,Inc. EXHIBIT A GAI Consultants,Inc. Standard Terms and Conditions For Professional Services 1. Scope of Services and Extent of Agreement-GAI shall perform the third party certification requirement(s),standards or budget Services as described in GAI's Proposal to which these Terms and limitation(s). Conditions are attached for the specified Project,incorporated herein B. Assist GAI by placing at its disposal all available information by reference. pertinent to the Project and/or GAI's services including the No modification or changes to these Terms and Conditions may be actual or suspected presence of hazardous waste,materials or made except by written instrument signed by the parties.CLIENT conditions at or beneath the Project site,record("As Built acknowledges that he/she/it has read these Terms and Conditions, drawings,surveys,previous reports,exploration logs of understands them,agrees to be bound by them,and further agrees adjacent structures and any other data relative to the Project. that they are the complete and exclusive statement of the Unless otherwise noted,GAI may rely upon such information. AGREEMENT between the parties,superseding all proposals,oral or C. Upon identification by GAI and approval by CLIENT of the written understandings,or other prior agreements other than those necessity and scope of information required,furnish GAI with above referred to and all other communications between the parties data,reports,surveys,and other materials and information relating to the subject matter thereof. required for this Project,all of which GAI may rely upon in 2. Compensation—GAI hereby agrees to accept and CLIENT agrees to performing its services,except those included in GAI's scope of pay the compensation on either a time(hourly)and expense basis in services. accordance with GAI's rates in effect at the time of performance,or D. Guarantee access to the property and make all provisions for lump sum basis as set forth in GAI's Proposal to perform the GAI to enter upon public and private lands and clear all Services. exploration location(s)for buried utilities/piping/structures as If GAI's services are performed on an HOURLY BASIS,GAI will be required for GAI to perform its services under these Terms and paid for all time rendered to the project,including project scoping by Conditions. professional,technical,and clerical personnel in accordance with the E. Examine all studies,reports,sketches,opinions of the attached Hourly Rate Schedule.Time required for personnel of GAI construction costs,specifications,drawings,proposals and to travel between GAI's office and the Site(or any other destination other documents presented by GAI to CLIENT and promptly applicable to the project)is charged in accordance with the rates render in writing the decisions pertaining thereto within a shown in the attached Hourly Rate Schedule.If overtime for non- period mutually agreed upon. exempt personnel(as defined by statute)is required,the overtime F. Designate in writing a person to act as CLIENT'S representative rate charged will be 1.50 times the invoice rate shown on the with respect to the services to be rendered under these Terms attached Hourly Rate Schedule. and Conditions.Such person shall have complete authority to 3. Invoicing/Payment transmit instructions,receive information,interpret and define A. GAI will submit invoices periodically,but not more frequently CLIENT'S policies and decisions with respect to materials, than every two weeks,for Project services performed during equipment,elements and systems pertinent to GAI's services. the period or upon completion of the Project,whichever is G. Give prompt written notice to GAI whenever CLIENT observes earlier. or otherwise becomes aware of any development that affects B. Invoices are due and payable in U.S.dollars within 30 days the scope or timing of GAL'S services,or any defect in the from date of invoice.All charges not paid within 30 days are Project or work of Contractor(s). subject to a service charge of 1-1/2 percent per month or a H. Furnish approvals and permits from all governmental fraction thereof,plus all costs and expenses of collection, authorities having jurisdiction over the Project and such including without limitation,attorneys'fees.In addition to the approvals and consents from others as may be necessary for foregoing,should CLIENT fail to pay any invoice within 45 days completion of the Project. of the invoice date,GAI may,in its sole discretion,upon 3 days I. Furnish such legal and insurance counseling services as CLIENT written notice to CLIENT,stop work and recover from CLIENT may require for the Project. payment for all services performed prior to the work stoppage, plus all amounts for interest,penalties and attorney's fees that 6. Schedule/Delays—GAI shall commence performance upon receipt of may be recoverable under applicable law,including without the CLIENT's written authorization to proceed and shall perform its limitation,prompt payment and/or lien laws.GAI will resume professional services in accordance with the schedule set forth in its performance once CLIENT pays all outstanding amounts due Proposal,provided however,the performance of these Terms and plus any advance payment(s)or other security in GAI's sole Conditions,except for the CLIENT's payment of money for services discretion deemed necessary by GAI. already rendered,shall be excused in the event performance of C. CLIENT will be invoiced for external expenses,such as travel, these Terms and Conditions is prevented or delays are occasioned by lodging,sub-contracted services,etc.,at direct cost plus a 10% factors beyond been control, noat factors which couldbnot handling and administrative fee. reasonably have been foreseen the time this Exhibit A was prepared and executed. The delayed party's performance shall be D. Payments shall include the GAI invoice number and be mailed extended by the period of delay plus a reasonable period to restart to 385 East Waterfront Drive,Homestead,PA,15120,to the operations. attention of Accounts Receivable. 7. Document Ownership,and Reuse 4. Changes—CLIENT and GAI may make additions to the scope of work A. All reports,drawings,specifications,manuals,learning and by written Change Order.CLIENT may omit work previously ordered audio/visual materials,boring logs,field data,laboratory test by written instructions to GAI.The provisions of these Terms and data,calculations,estimates,and other documents(collectively Conditions,with appropriate changes in GAI's Compensation and "Work Product")prepared by GAI are instruments of service Project Schedule,shall apply to all additions and omissions. shall remain the property of GAI.Unless otherwise notified by 5. CLIENT Responsibilities—CLIENT represents,with the intent that CLIENT,GAI will retain all pertinent records relating to the GAI rely thereon,that it has sufficient financial resources to pay GAI Services performed for a period of two(2)years following as agreed to in these Terms and Conditions and,as applicable and submission of the report,design documents or other project necessary for GAI to perform its services,CLIENT will: deliverables,during which period the records will be made A. Provide all criteria and full information as to its requirements for available at GAI's office to the CLIENT at reasonable times. GAI's services,including design or study objectives,constraints, • gal consultants ttionlam.no dee.into teattty.,, Rev.2/2016 Page 1 of 3 EXHIBIT A GAI Consultants,Inc. Standard Terms and Conditions For Professional Services B. Any reuse of the Work Product described above without written methods,techniques,sequencing or procedures of performing verification or adaptation by GAI,as appropriate,for the their services or work;or 4)For defects in their work. specific purpose intended,will be at CLIENT's sole risk and without liability or legal exposure to GAI.CLIENT shall 10. Indemnity t Subject to the Limitation(s)of Liability provision(s) and indemnify and hold harmless GAI from all claims,damages, below in Articles 11s and 12,Ger agrees toor indemnify and and hold losses and expenses including attorneys'fees arising out of or harmlessainst CLIENT,and its,officers,uts,liability,directors,hag employees from and resulting there from.Any future verification or adaptation of equitableequie r and all eclnses, chid, rs damages,attorneys'injunctivefees,or such Work Product will entitle GAI to further compensation at thrloss relief, tiv expenses including to the extent or rates to be agreed upon by CLIENT and GAI. other (collectively"Losses")to extent caused by GAI's negligent performance of Services under these Terms and C. Unless specified otherwise in GAI's Proposal,GAI will dispose of Conditions. all materials and samples obtained in the investigation portion 11. Limitation of Liability—In the event of any loss,damage,claim or of the project 90 days after completion of the report.Further expense to CLIENT resulting from GAI's performance or non- storage or transfer of samples will be made at CLIENTs performance of the professional services authorized under these expense. Terms and Conditions,GAI's liability whether based on any legal D. CLIENT recognizes that site conditions where samples and data theory of contract,tort including negligence,strict liability or are gathered do vary with time and that particularly subsurface otherwise under these Terms and Conditions for professional acts, conditions may differ from those encountered at the time and errors,or omissions shall be limited to the extent any such claims, location where explorations or investigations are made and, damages,losses or expenses result from the negligent act,errors or therefore,the data,interpretations,and recommendations of omissions of GAI or its employees occurring during performance GAI are based solely on the information available at the time of under these Terms and Conditions. The total cumulative liability of the investigation.GAI shall not be responsible for the GAI arising out of professional acts,errors,or omissions shall not interpretation by others of the information it develops. exceed the greater of$50,000 or two times the total compensation 8. Standard of Performance—GAI will perform its Services with that GAI receives from CLIENT under these Terms and Conditions.GAI's level of care and skill ordinarily exercised by other professionals aggregate liability for all other acts,errors,or omissions shall be practicing in the same discipline(s),under similar circumstances and limited to the coverage and amounts of insurance specified in Article at the time and place where the Services are performed,and makes 9,above.The limitations stated above shall not apply to the extent no warranty,express or implied,including the implied by law any damages are proximately caused by the willful misconduct of warranties of MERCHANTABILITY AND FITNESS FOR A PARTICULAR GAI and its employees. PURPOSE. 12. Disclaimer of Consequential Damages—Notwithstanding anything to 9. Insurance the contrary in these Terms and Conditions,neither party shall have any liability to the other party for indirect,consequential or special A. GAI shall procure and maintain such insurance as is required by damages induding,but not limited to,liability or damages for delays law as of the date first written above and during the of any nature,loss of anticipated revenues or profits,increased cost performance of the Agreement,and subject to the terms and of operations or costs of shutdown or startup whether such damages conditions of the policies,keep in force the following insurance: are based on contract,tort including negligence,strict liability or Worker's Compensation Insurance with other State's otherwise. endorsement,including Employer's Uability Insurance for its 13. Probable Construction Cost Estimates—Where applicable,statements employees in the amount of$500,000;Comprehensive General concerning probable construction cost and detailed cost estimates Liability Insurance,including Protective and Completed prepared by GAI represent its judgment as a professional familiar Operations,covering bodily injuries with limits of$1,000,000 with the construction industry.It is recognized,however,that neither per occurrence,and property damage with limits of$1,000,000 GAI nor CLIENT has any control over the cost of labor,materials or per occurrence;Comprehensive Automobile Liability Insurance, equipment,over the contractors'methods of determining bid prices, including operation of owned,non-owned and hired or over competitive bidding or market conditions.Accordingly,GAI automobiles,with combined single limits for bodily injury and cannot and does not guarantee that bids,proposals,or actual costs property damage of$1,000,000 per occurrence; Excess will not vary from any statement of probable construction cost or Umbrella Uability Insurance with limits of$1,000,000 in the other cost estimate prepared by it. aggregate. 14. Confidentiality/Non-Disclosure—GAI shall not disclose,or permit B. If CLIENT requires additional types or amounts of insurance disclosure of any information developed in connection with its coverage,GAI,if specifically directed by CLIENT,will purchase performance under these Terms and Conditions or received from additional insurance(if procurable)at CLIENT's expense;but CLIENT or the PROJECT OWNER,or their affiliates,subcontractors, GAI shall not be responsible for property damage from any or agents designated by CLIENT as confidential,except to GAI's cause,including fire and explosion,beyond the amounts and employees and subcontractors who need such information in order to coverage of GAI's insurance specified above. properly execute the services of these Terms and Conditions,and C. CLIENT will require that any Contractor(s)performing work in shall require any such of its employees and subcontractors and their connection with GAI's Services will name GAI as an additional employees not to disclose or permit disclosure of any of such insured on their insurance policies.In addition,in any hold- information,without the prior written consent of CLIENT. The harmless agreements between CLIENT or Owner and any foregoing shall not prohibit GAI from disclosing information in contractor who may perform work in connection with any response to any Federal,State or local government directive or professional services rendered by GAI,CLIENT will require such judicial order,but in the event GAI receives or is threatened with contractor(s)to defend and indemnify GAI against third party such an order or has actual knowledge that such an order may be suits. sought or be forthcoming,GAI shall immediately notify CLIENT and assist CLIENT in CLIENTs undertaking such lawful measures as it D. It is agreed that GAI shall have no responsibility: 1)To may desire to resist the issuance,enforcement and effect of such an supervise,manage,direct,or control CLIENT or its Contractors', order.GAI's obligation to resist such an order and assist CLIENT and subcontractors'or their employees;2)For any of CLIENT's or the PROJECT OWNER is contingent upon GAI receiving further its contractors,subcontractors or agents or any of their compensation for such assistance plus all costs and expenses, employees'safety practices,policies,or compliance with including without limitation reasonable attorney's fees,incurred by applicable Federal,State and/or local safety and health laws, GAI. rules or regulations;3)For the adequacy of their means, +• gai s �m consultant Rev.2/2016 Page 2 of 3 �.ans/nr consultants seas i t s EXHIBIT A GAI Consultants,Inc. Standard Terms and Conditions For Professional Services 15. Certifications—GAI shall not be required to execute any certification mailed to the other party,which termination notice shall with regard to work performed,tested,and/or observed under these state the basis for the termination.The AGREEMENT shall Terms and Conditions unless: not be terminated for cause if the breaching party cures A. GAI concludes that it has performed,tested and/or observed or commences to cure the breach within the ten day sufficient work to provide a sufficient basis for it to issue the period. certification;and (2) In the event of the termination,other than caused by a B. GAI believes that the work performed,tested or observed material breach of these Terms and Conditions by GAI, meets the certification criteria;and CLIENT shall pay GAI for the Services performed prior to the termination notice date,and for any necessary C. GAI gave its written approval of the certification's exact form services and expenses incurred in connection with before executing these Terms and Conditions. termination of the project,including but not limited to,the Any certification by GAI shall be interpreted and construed as costs of completing analysis,records and reports an expression of professional opinion based upon the Services necessary to document job status at the time of performed by GAI,and does not constitute a warranty or termination and costs associated with termination or guaranty,either expressed or implied. subcontractor and/or subconsultant contracts. Such compensation shall be based upon the schedule of fees 16. Miscellaneous Terms of Agreement used by GAI. A. These Terms and Conditions shall be subject to,interpreted, (3) In the event CLIENT delays providing written and enforced according to the laws of the Commonwealth of authorization to proceed within 45 days of the date of Pennsylvania without giving effect to its conflict of law GAI's Proposal or suspends GAI's performance for 45 days principles.If any part of these Terms and Conditions shall be or more after authorization has been given,GAI reserves held illegal,unenforceable,void,or voidable by any court of the right,in its sole discretion,to revise its cost, competent jurisdiction,each of the remainder of the provisions compensation and/or hourly rates to its then current rates shall nevertheless remain in full force and effect and shall in no prior to resuming performance under these Terms and way be affected,impaired,or invalidated. Conditions. B. Neither the CLIENT nor GAI may delegate,assign,sublet,or G. All notices required to be sent hereunder shall be either hand transfer their duties or interest as described in these Terms and delivered,with signed receipt of such hand delivery,or sent by Conditions and GAI's Proposal without the written consent of certified mail,return receipt requested. the other party.Both parties relinquish the power to assign and any attempted assignment by either party or by operation of H. The paragraph headings in these Terms and Conditions are for law shall be null and void. convenience of reference only and shall not be deemed to alter or affect the provisions hereof. C. These Terms and Conditions shall be binding upon the parties hereto,their heirs,executors,administrators,successors,and I. Unless expressly stated to the contrary,the professional assignees.In the event that a dispute should arise relating to services to be provided by GAI do not include meetings and the performance of the Services to be provided under these consultations in anticipation of litigation or arbitration or Terms and Conditions and GAI's Proposal,and should that attendance as an expert witness in any deposition,hearing,or dispute result in litigation,it is agreed that each party shall bear arbitration.If requested,these services will be provided by an its own litigation expenses,including staff time,court costs, amendment to these Terms and Conditions,setting forth the attorneys'fees,and other claim-related expenses. terms and rates of compensation to be received by GAI. D. CLIENT shall not assert any claim or suit against GAI after J. Nothing herein shall be construed to give any rights or benefits expiration of a Limitation Period,defined as the shorter of(a) hereunder to anyone other than CLIENT,the PROJECT OWNER three(3)years from substantial completion of the particular if different than CLIENT and GAI. GAI service(s)out of which the claim,damage or suit arose,or K. GAI is an Equal Opportunity Employer.GAI complies with the (b)the time period of any statute of limitation or repose Office of Federal Contract Compliance Programs Affirmative provided by law. Action Programs as outlined in 41 CFR 60-1.4(a)(b),41 CFR 60- In the event of any claim,suit or dispute between CLIENT and 250.5(a)(b),and 41 CFR 60-741.5(a)(b). GAI,CLIENT agrees to only pursue recovery from GAI and will not to seek recovery from,pursue or file any claim or suit, END OF TERMS AND CONDITIONS whether based on contract,tort including negligence,strict liability or otherwise against any director,officer,or employee of GAI. E. No modification or changes in the terms of this Agreement may be made except by written instrument signed by the parties. CLIENT acknowledges that they have read this AGREEMENT, understands it,agrees to be bound by its terms,and further agrees that it is the complete and exclusive statement of the AGREEMENT between the parties superseding all work orders, oral or written understandings,or other prior agreements other than those above referred to and all other communications between the parties relating to the subject matter thereof. F. Either the CLIENT or GAI may terminate or suspend performance of these Terms and Conditions without cause upon thirty(30)days written notice delivered or mailed to the other party. 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