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HomeMy WebLinkAboutbocc.con.129.2007A t. 0 () tJ7'f J J. q - d,O 0 7 A CITY OF ASPEN CONTRACT 1# PROFESSIONAL SERVICE AGREEMENT [: 2001 ADDENDUM # 1 , 'IY PROJECT: SM 82 Bus Lane Desil!n Services DATE OF ISSUANCE: October 4.2007 OWNER: Citv of ASDen PROFESSIONAL: PARSONS TRANSPORTATION GROUP INC OWNER'S Project No. 2007-042 PROJECT MANAGER: .John D. Kruel!er CONTRACT CHANGE AMOUNT: $80.000 ,', "'"'.m~''''~''"''' ~;,;c:=..,."_,",.,",__~~,",;",.,~;';'="""_'",",",,,,~=,,~~~_.D, Addendum Description: The purpose of this addendum is to provide for an increase in the cost of design services from $500,000 to $580,000 due to an increase in the scope of work and unanticipated costs in executing the design of the SH 82 Bus Lanes project. The increase in costs is due to the hiring of a private company to provide utility locates in a timely manner ($15,622), development of additional alternatives for the upvalley Bus Queue jump ($39,300), and development of plans for the Buttermilk Park N ride Lot ($25,000) for a total increase of $80,000. Purpose of Addendum: Amend the existing contract to allow for the increase in cost of the SH 82 Bus Lane Design Agreement in the amount of $80,000. Attachments: Parsons Letter of request dated October I, 2007 Project Cost Worksheet CHANGE IN AGREEMENT PRICE: Original Agreement Price: $500.000.00 Net Increase of this Addendum: $80,000.00 Agreement Price with all approved Change Orders $580.000.00 RECOMMENDE~:~ ./ b~~ Cit~jectnag date: /~ L/ 7 ' / APPROVED: by: ~'Z<A.<j/J.ao I- City Man?er dale: ie' Ii j C 1 . .n. " "'~-,-,-,-,--_.. .~""-,--,-,- APPROVED: A?~ by: Professional date: 10/'5/07 H~(i._'IlW CO! j~ f~j PARSONS 1700 Broadway, Suite 900. Denver, Colorado 80122 . (303) 863-7900 · Fax (303) 863- 7110 Mr. John Krueger, Director of Transportation City of Aspen 130 S. Galena Street Aspen, CO. 81611 October 1, 2007 RE: SH 82 Buttermilk to Maroon Creek Roundabout Bus lane Design Dear John; Please replace our September 17, 2007 correspondence with this letter and attachments. The design of the bus lanes is moving along well, and we look forward to the next meeting with the EOTC and completion of the design. As per our previous conversations, and noted in our progress report #1 August 29,2007, Parsons has experienced unanticipated costs in executing the design of the bus lane project and are requesting additional fee as follows: 1. UNCC utility Locator could not support our expedited survey schedule. A private survey company (Site Wise) was hired to provide locates in a timely manner ($15,622) 2. Development of Additional Alternatives for up valley Bus Queue jump and extension of project limits to Airport Business Center ($39,300) 3. Development of plans specification, and estimate for the Buttermilk park and ride lot ($25,000) A cost sheet is attached that includes an estimate of increased costs. Thank-you for consideration of this request. Please don't hesitate to call with any questions. Sincerely, /~~ /~. Ralph Trapani, P.E. Project Manager Cc: Smith Doyle PROJECT COST WORKSHEET (STANDARD RATE OF PAY) Project Number Buttermilk to Roundabout Bus Lane Desi!:]n- Unanticipated Work Location Aspen,CO Firm Name Parsons Name of Preparer Ralph Trapani Phone no. (970) 618-8959 Date October 1,2007 Type of Proposal: Specific Rate of Pay Contract time 300 days 1A. SPECIFIC LABOR RATES DIRECT EMPLOYEE EMPLOYEE SALARY INDIRECT FEE MULTIPLIER STANDARD NAME CLASSIFICATION COST/HOUR COST (%) (%) RATE ( a) ( b) (e) { d I $/HOUR Arent, Sieve Senior Project Manager $61.03 153.40 10.00 2.787 $170.12 Saalman, Ronnie CADD Technician $28.84 153.40 10.00 2.787 $80.39 Barker, Julia K. Structural Engineer $28.84 153.40 10.00 2.787 $80.39 Barta, Pat Administrative Supervisor $27.04 153.40 10.00 2.787 $75.37 Botruff, Gloria Senior Administrative Assistant $15.45 153.40 10.00 2.787 $43.07 Braaksma, John Senior Structural Engineer $50.35 153.40 10.00 2.787 $140.35 Childress, Suzanne Associate Planner $24.00 153.40 10.00 2.787 $66.90 Colton. Philip B. Construction Manager $68.25 153.40 10.00 2.787 $190.24 Dillon, David Senior Designer $40.25 153.40 10.00 2.787 $112.19 Doyle, Brad Project Engineer $34.20 153.40 10.00 2.787 $95.33 Erlandson, Barry Senior Traffic Engineer $51.36 153.40 10.00 2.787 $143.16 Gannon, Kimberly Senior Administrative Aide $17.84 153.40 10.00 2.787 $49.73 Hansson, Hakan J. Structural Engineer $30.00 153.40 10.00 2.787 $83.62 Herrera, Mario A. Civil Engineer $32.96 153.40 10.00 2.787 $91.87 Hoffmann, Phil Senior Project Manager $79.33 153.40 10.00 2.787 $221.12 Keahey, Kyle Transportation Planner $72.50 153,40 10.00 2.787 $202.09 Kelly, Kelli Administrative Staff $33.50 153.40 10.00 2.787 $93.38 Koester, Roger Senior Project Manager $64.26 153.40 10.00 2.787 $179.12 Krueger, Kim Senior CADD Technician $28.50 153.40 10.00 2.787 $79.44 Kurth, David Senior Project Manager $59.88 153.40 10.00 2.787 $166.91 Lee, Jonathan H. Construction Manager $50.44 153.40 10.00 2.787 $140.60 Lien. Siobhan Senior Technical Writer $31.05 153.40 10.00 2.787 $86.55 Limasalle, Paulus Civil Engineer $31.25 153.40 10.00 2.787 $87.11 Lormand, Jeff Landscape Architect $39.03 153.40 10.00 2.787 $108.79 Lynch, Hilla P. Sr. Civil Engineer-LRT $40.28 153.40 10.00 2.787 $112.28 Mayen, Todd Structural Engineer $33.00 153.40 10.00 2.787 $91.98 Morhman, Michale R. Civil Engineer $38.93 153.40 10,00 2.787 $108.51 Moores, David J. Senior Hydraulics Engineer $38.50 153,40 10.00 2.787 $107.31 Mueller, Oliver Structural Engineer $32,82 153.40 10.00 2.787 $91.48 Nikolai, Paul Landscape Architect $33.50 153.40 10.00 2.787 $93.38 Pieksma, Doug Senior CADD Technician $40.00 153.40 10.00 2.787 $111.50 Proia, Kim Project Engineer $40.95 153.40 10.00 2.787 $114.14 Richardson, Kames E. Structural Engineer $40.00 153.40 10.00 2.787 $111.50 Rozendaal, Steven W. Architectural Engineer $28.74 153.40 10.00 2.787 $80.11 Schneider, Sandra Structural Engineer $30.62 153.40 10.00 2.787 $85.35 Smith, Adrian Civil Engineer $29.53 153.40 10.00 2.787 $82.31 Smith, Steven Project Manager/Principal $72.13 153.40 10.00 2.787 $201.06 Stirbys, Anthony F. Geotechnical Engineer $67.17 153,40 10.00 2.787 $187.23 Stelmack, Tom Senior Project Manager $61.50 153.40 10.00 2.787 $171.43 Trapani, Ralph Project Manager $64.60 153.40 10,00 2.787 $180.07 Virding, Tom E. BridgefTunnel Project Manager $71.64 153.40 10.00 2.787 $199.69 Weir, David B. Civil Engineer $40,70 153.40 10.00 2.787 $113.45 Zeid, Jeremy Structural Engineer $27,75 153.40 10.00 2.787 $77,35 1B LABOR COSTS EMPLOYEE EMPLOYEE STANDARD ESTIMATED NUMBER ESTIMATED NAME CLASSIFICATION RATE$/HOUR OF WORK HOURS COST PER (from 1A) EMPLOYEE ( e) (f) Arent. Steve Senior Project Manager $170.12 60.00 $10,206.90 Baalman, Ronnie CADD Technician $80.39 40.00 $3,215.54 Barker, Julia K. Structural Engineer $80.39 0.00 $0.00 Barta, Pat Administrative Supervisor $75.37 20,00 $1,507.43 BOlruff, Gloria Senior Administrative Assistant $43.07 0.00 $0.00 Braaksma, John Senior Structural Engineer $140.35 0,00 $0.00 Childress. Suzanne Associate Planner $66.90 0,00 $0.00 Colton, Philip B. Construction Manager $19024 0.00 $0.00 Dillon, David Senior Designer $112.19 20.00 $2,243.86 Doyle, Brad Project Engineer $95.33 95.00 $9,056.26 Erlandson, Barry Senior Traffic Engineer $143.16 16.00 $2,290.57 Gannon, Kimberly Senior Administrative Aide $49.73 0.00 $0.00 Hansson, Hakan J Structural Engineer $83.62 0.00 $0.00 Herrera, Mario A. Civil Engineer $91.87 85,00 $7,809.18 Hoffmann, Phil Senior Project Manager $221.12 0.00 $0,00 Keahey, Kyle Transportation Planner $202.09 0.00 $0.00 Kelly, Kelli Administrative Staff $93.38 0.00 $0.00 Koester, Roger Senior Project Manager $179.12 32.00 $5,731.79 Krueger, Kim Senior CADD Technician $79,44 0.00 $0.00 Kurth, David Senior Project Manager $166,91 0,00 $0.00 Lee, Jonathan H. Construction Manager $140.60 0.00 $0.00 Lien. Siobhan Senior Technical Writer $86.55 0.00 $0.00 Limasalle, Paulus Civil Engineer $87.11 0.00 $0.00 Lormand, Jeff Landscape Architect $108.79 0.00 $0.00 Lynch, Hilla P. Sr. Civil Engineer-LRT $112.28 0.00 $0.00 Mayen, Todd Structural Engineer $91.98 0.00 $0.00 Morhman, Michale R Civil Engineer $108.51 0.00 $0.00 Moores, David J. Senior Hydraulics Engineer $107.31 0.00 $0.00 Mueller, Oliver Structural Engineer $91.48 0.00 $0.00 Nikolai. Paul Landscape Architect $93.38 70.00 $6,53645 Pieksma, Doug Senior CADD Technician $111.50 0,00 $0.00 Proia, Kim Project Engineer $114,14 0,00 $0.00 Richardson, Kames E. Structural Engineer $111.50 0.00 $0.00 Rozendaal, Sleven W Architectural Engineer $80.11 0.00 $0.00 Schneider, Sandra Structural Engineer $85.35 0.00 $0.00 Smith, Adrian Civil Engineer $82.31 0.00 $0.00 Smith, Steven Project Manager/Principal $201.06 20.00 $4,021.10 Stirbys, Anthony F. Geotechnical Engineer $187.23 0.00 $0.00 Stelmack, Tom Senior Project Manager $171.43 0.00 $0,00 Trapani, Ralph Project Manager $180.07 50.00 $9,003.30 Virding, Tom E. BridgelTunnel Project Manager $199.69 0.00 $0.00 Weir, David B. Civil Engineer $113.45 20.00 $2,268.94 Zeid, Jeremy Structural Engineer $77 .35 0,00 $0.00 TOTAL LABOR $63,891,33 2A OTHER DIRECT COST RATES (IN-HOUSE) 528_00 ITEM ITEM ESTIMATED UNITS UNIT RATES UNITS Miles Day Night ESTIMATED COST $0.00 $0.00 $0.00 Mileage Per Diem Lodging Current Federal government rate Actual Reasonable Cost Per Slale Fiscal Rule Actual Reasonable Cost Per State Fiscal Rule SUBTOTAL $0.00 28 OTHER DIRECT COSTS (OUTSIDE) ITEM ESTIMATED UNIT UNITS RATES UNITS Actual reasonable cost subject to prior approval of COOT Project Manager Actual reasonable cost subjecllo prior approval of COOT Project Manager Actual reasonable cost subject to Colorado State Fiscal Rules Actual reasonable cost subject to Colorado Slate Fiscal Rules Actual reasonable cost subject to prior approval of COOT Project Manager ESTIMATED COST Overnights/Couriers Outside reproduction Per Diem Meals Lodging Miscellaneous $0.00 $0.00 SUBTOTAL $0.00 ODC TOTAL $0.00 3A. OUTSIDE SERVICES RATES (SUB CONSUL TANTS) FIRM NAME Actual COST Site Wise $15,622.00 TOTAL OUTSIDE SERVICES $15.622.00 TOT AL ESTIMATED COST $79,513.33 SUB CONSUL T ANT PROFESSIONAL SERVICES AGREEMENT This agreement, together with the general and special terms and conditions and other attachments that are incorporated herein, constitutes an agreement (the "Agreement") between Parsons Transportation Group Inc. (the "Consultant"), an Illinois Corporation doing business at 1133 ISth StreetNW, Washington, DC 20005 and SiteWise, LLC (thc "Subconsultant") a professional subsurface utility locate firm licensed in the State of Colorado, doing business at 7000 N. Broadway, Suite 3-306, Denver, CO 80221 for professional utility locating services required by the City of Aspen (the "Client") for Design Services for Bus Lanes on SH 82 from Buttermilk to Maroon Creek Roundabout (the "Project"). The services being furnished by the Consultant to the Client under the Consultant's contract with the Client for the project ("Prime Contract"), more fully described therein, consist generally of general design services related to roadway widening and realignment. It is agreed that the Subconsultant will perform a portion of the work as required by the Prime Contract as a subconsultant to Consultant under the terms of this Professional Services Agreement and Subconsultant assumes the obligations and liabilities that Consultant has to the Client as provided for in the Prime Contract with respect to Subcontractor's portion of the work.. By signing this Agreement, the Subconsultant agrees to the General Terms and Conditions of this Agreement as well as the Scope of Services (Attachment "A"), Schedule (Attachment "B"), Staffing Plan (Attachment "C"), Compensation (Attachment "0"), Special Provisions (Attachment "E"), and Prime Contract (Attachment "F"). This agreement shall be effective on Consultant has designated this Agreement as subconsultant agreement number 646866E. Please refer to this identification number in all correspondence referring to this Agreement. IN WITNESS THEREOF, the Consultant and the Subconsultant hereby execute this Agreement. CONSULTANT: SUBCONSUL TANT: PARSONS TRANSPORTATION GROUP INC. SiteWise, LLC Taxpayer J.D. No. By: By: Signature Signature Typcd Name Typed Name Officer's Title Officer's Title Date Date Subconsultant Agreement No. 646866E Form Revision 0906 Page I of 16 August 8. 2007 GENERAL CONDITIONS GC l. SUB CONSULTANT'S SERVICES: Under the terms and conditions of this Agreement and the Prime Contract, Subconsultant desires to perform and be responsible for a portion of the Consultant's Services for the Project. The Subconsultant's Services (Services) to the Consultant shall consist ofthose tasks for the Project described in Attachment "A" (Scope of Services), which is attached and made part of this Agreement. The Subconsultant shall pcrform the Services in a manner that is coordinated with the Consultant's activities on the Project and in accordance with the terms and conditions of this Agreement and the Prime Contract. The Subconsultant and the individual executing this Agreement on behalf of the Subconsultant each represent that they have the full right, power and authority to execute this Agreement. GC 2. SCHEDULE: The Services LInder the Agreement shall commence upon receipt of written notice to proceed. Services under this Agreement shall be completed no later than the date shown in Attachment "B" (Schedule). Services shall be performed in accordance with the Schedule for the Project as determined by the Consultant and tlle Client and any revision to that Schedule that may be subsequently issued. Subconsultant's compliance with the Schedule is of the essence and is a material provision of this Agreement. Revisions to the Schedule, including any delay to the notice to proceed, that result in increased or decreased cost to the Subconsultant are subject to the provisions of GC 5, Changes. If Subconsultant fails to maintain the Schedule due to its fault or the fault of its lower tier subcontractor(s), Consultant may withhold from Subconsultant's compensation an amount Consultant deems reasonable and necessary to assure performance of the Services in addition to any other remedy provided herein. GC 3. PERSONNEL: The Subconsultant agrees that the staff to perform services required under this Agreement shall be as specifically named or as described by position in Attachment "C" (Staffing Plan). As its Project Representative under this Agreement, Subconsultant designates the specific individual identified in Attachment "C." Substitution of staff, including the Project Representative, may only be made for good cause and with personnel having capabilities reasonably similar to the named staff, but only with prior written approval of Consultant. In the event Consultant objects to any staff member of the Subconsultant, the Subconsultant shall promptly replace such person to Consultant's satisfaction. As its representative under this Agreement, the Consultant shall designate a Project Manager who shall provide overall direction on this project. The Consultant's Project Manager may delegate areas of responsibility to others. In such event, the Subconsultant shall also take instructions from such additional representatives. GC 4. COMPENSATION: The Consultant agrees to pay the Subconsultant on the basis of and in the amount(s) set forth in Attachment "0" (Compensation). The Subconsultant shall submit invoices periodically as required by Consultant in sufficient time for the Consultant to include them with the Consultant's invoices to Client, but not later than the tenth day of each month. The Subconsultant's invoices shall also be in the form required by the Client and the Consultant, or the Consultant if the Client does not specifY a form. Upon approval by the Consultant and after any adjustment reasonably required by the Consultant, the Subconsultant's invoice will be included in the Consultant's invoice to the Client. Prompt payment shall be made to the Subconsultant upon and subject to the Consultant's receipt of payment from the Client for those services rendered by the Subconsultant in conformance with requirements of this Agreement, less any amount retained pursuant to this Agreement and/or the Prime Contract. GC 5. CHANGES: This Agreement and the scope of the Subconsultant's Services Illay be revised, added to, or reduced only by the Consultant's written order or direction. In the event Subconsultant Agreement No. 646866E Form Revision 0906 Page 2 of 16 August 8, 2007 Client orders or directs any change or alteration in the Subconsultant's services, Consultant will promptly notify Subconsultant of such order or direction and Subconsultant shall promptly comply with the order or direction of Client. In the event Subconsultant receives a direction or order that will increase Subconsultant's cost or cause a delay in the performance of the work, Subconsultant shall notify the Consultant of the fact of the increased cost or schedule impact in a timely manner. Subconsultant shall comply with the direction or order taking reasonable measures to minimize cost and schedule impact until Consultant confirms or rescinds the order. Unless Consultant rescinds the order, Subconsultant shall promptly submit an estimate of the cost and schedule impact of the order. Consultant and Subconsultant shall meet and agree on the cost and schedule impact and Consultant shall issue a written change order amending the terms of this Agreement. In the event Consultant and SlIbconsultant do not agree on the cost and schedule impact of the order, Consultant may issue a unilateral change order stating the additional compensation and timc due to the order. SlIbconsultant may dispute the unilateral change order as provided by GC 15. Subconsultant shall continue performance of the Services, including Services subject to dispute during the time necessary to resolve the dispute. GC 6. SAFETY AND HEALTH REQUIREMENTS: Subconsultant will take all precautions in the performance of the work under this contract to protect the safety and health of Subconsultant's employees, other persons on the Work Site and members of the general public. Subconsultant also will comply with Parsons' Project Safety Plan (PSP), if included in this agreement as Attachment "G." If Subconsultant fails to comply with the safety requirements set out in this contract or any other applicable safety regulations, Parsons may at its discretion, without prejudice to any other legal and contractual rights, take reasonable actions to secure a safe environment, including but not limited to suspending or terminating this contract. Subconsultant will not be entitled to an extension of time or to compensation by reason of, or in connection with, a work stoppage arising from an unsafe condition or safety infraction caused by Subconsultant. Subconsultant shall ensure that its employees and sub-tier subcontractors are aware of, trained in, and follow the PSP. Subconsultant warrants that it has reviewed the safety requirements of the Prime Contract (Attachment F) and will comply with these requirements. Prior to start of work activity, Subconsultant shall submit to Parsons a Health and Safety Plan applicable to Subconsultant's scope of work that identifies the risks and hazards of such work. Subconsultant's Health and Safety Plan also shall describe the control measures that Subconsultant will implement to mitigate the risk and hazards associated with its work. Upon request, Parsons will provide to Subconsultant a Model Safety Plan for guidance. Subconsultant shall ensure that its employees and employees of sub-tier companies are aware of and trained in the Subconsultant's Site-Specific Safety and Health Plan. Subconsultant shall be solely responsible for the safety of its personnel. GC 7. PROJECT DATA: The Subconsultant shall be solely responsible for obtaining all data and information necessary for the proper and complete execution of the Subconsultant's Services. In the event the Subconsultant needs any snch data or information from the Client, the Subconsultant Agreement No. 64G866E Form Revision 0906 Page 3 of 16 August 8, 2007 Subconsultant's request shall be in writing and presented to Consultant who will forward the request to Client. GC 8. RECORDS: The Subconsultant shall maintain complete records of all hours billed and direct costs incurred under this Agreement and so as to accurately reflect the Services performed and basis for compensation and reimbursement under this Agreement. The authorized representatives of the Consultant and the Client shall have the right to inspect, audit and reproduce all records, books, documents, correspondence, instruction, drawings, receipts, vouchers, memoranda, and similar data, including accounting procedures and practices relating to this Agreement and the Services rendered thereunder at all reasonab Ie times during normal business hours. The Subconsultant shall preserve all such records for a period of three years after the date of final payment for Services or such longer time as may be specified in the Prime Contract. GC 9. SUCCESSORS AND ASSIGNS: The Subconsultantmay not assign its rights or delegate its duties under this Agreement, including subcontracting any part of the Services to a third party or any change in control of the Subconsultant as a prohibited assignment, without the express prior written consent of the Consultant. Any attempted assignment of rights or delegation of duties by the Subconsultant in contravention of this paragraph shall be void and of no effect. GC 10. INDEPENDENT CONSULTANT: The Subconsultant shall at all times be an independent contractor under this Agreement with respect to performing services for the Consultant. The employees furnished by the Subconsultant to perform the Services shall be and are the Subconsultant's employees exclusively, and shall be paid by the Subconsultant for all services in connection with this Agreement. The Subconsultant shall be responsible for all payments, obligations and reports covering Social Security, Unemployment Insurance, Workmen's Compensation, Income Tax and other reports and deductions required by any applicable State, local or Federal law. GC n. RIGHT OF WORK PRODUCT: The Consultant shall have unlimited rights in all drawings, designs, specifications, notes and other work, regardless of format, electronic or otherwise, developed by the Subconsultant in the performancc of this Agreement. The Subconsultant agrees that copies of all reports, drawings, studies, specifications, survey notes, estimates, maps, computations, test results, and other data including electronic media and data such as programs, simulations, studies, reports, and the like, prepared by or for the Subconsultant under the terms of this Agreement shall be delivered to, become and remain the property of the Consultant upon completion of the work or in the event this Subconsultant Agreement is terminated earlier. Consultant and Client shall have the right to use same without restrictions or limitation and without compensation to the Subconsultant other than that provided for in this Agreement. Subconsultant shall not be responsible for the results or consequences of any use other than the intended use as described in this Subconsultant agreement. If Subconsultant provides information or data to Consultant and Client that is subject to rights of a third party, Subconsultant warrants that Subconsultant has sufficient rights so that the information and data can be used for its intended purpose without infringing on any right in the information and data held by a third party and hereby transfers the rights held by Subconsultantto Consultant and Client. GC 12. INSURANCE: The Subconsultant shall take out and maintain at its sole cost and expense the insurance coverage for this Agreement as described in Special Provision SP 1 (Insurance Requirements). All such coverage shall be in form and with insurcrs acceptable to the Consultant Subconsultant Agreement No. 646866B Form Revision 0906 Page 4 of 16 August 8, 2007 and the Client. The Subconsultant shall furnish to the Consultant certificates of insurance evidencing the required coverage specified above prior to beginning work. The certificates shall include a provision that the Consultant shall receive thirty (30) days minimum written notification in the event of cancellation, non-renewal or material change of coverage. All liability insurance policies written on a claims-made basis shall be maintained for a minimum of two (2) years following completion of all services under this Agreement. All policies, with the exception of Worker's Compensation Insurance and Professional Liability Insurance, shall include the Consultant and the Client, and their respective officers, directors, agents and employees as additional insureds and the certificates of insurance shall be so endorsed. All such policies shall be endorsed to waive the underwriter and insurer rights of subrogation against the Consultant. Copies of the endorsements to the policy shall be submitted and attached to the certificates of insurance required by this GC 12. GC 13. INDEMNIFICATION: The Subconsultant shall be responsible for and shall defend, indemnity and hold the Consultant and the Client free and harmless from any and all claims, demands, causes of action, loss, cost, damage and expenses, including reasonable attorneys' fees, expert and consultant's fees, to the extent caused by the Subconsultant's negligent acts or omIssions. GC 14. TERMINATION AND SUSPENSION: The Consultant may terminate this Agreement at any time, upon ten (10) days written notice, for any reason whatsoever. In the event Consultant terminates this Agreement for its convenience, Consultant shall pay the Subconsultant a reasonable fee for work satisfactorily performed prior to the effective date of termination. For the purpose of this General Condition, "cause" shall include, but shall not be limited to, (i) a material breach of this Agreement which remains uncorrected for a period of fifteen (15) days from the date that the Consultant gives the Snbconsultant notice of such breach; or (ii) the insolvcncy of the Subconsultant, the filing of a voluntary or involuntary petition in bankruptcy for the Subconsultant which is not dismissed within sixty (60) days of filing, the substantial impairment of the business of the Subconsultant as a result of its credit problems, or the assignment of substantially all of the assets of the Subconsultant for the benefit of its creditors. In the event Consultant terminates this Agreement for canse, the Subconsultant shall be fully responsible for all costs to complete the Services in excess of costs Consultant would have incurred had the Agreement not been terminated. The Subconsultant shall not be entitled to any payment until the completion of the Services, and then only to the extent any amount otherwise owed on account of Services performed prior to the termination and accepted by Consultant and Client exceeds all costs and fees described above. In the event Consultant terminates this Agreement pursuant to the Client's direction or termination of the Prime Conract, the Subconsultant shall be entitled to compensation as provided for in the Prime Contract but only to the extent that the Consultant is compensated by the Client for the Subconsultant's Services. [n no event, however, shall the total amount paid to the Subconsultant exceed the amount set out in Attachment "D," Subconsultant Agreement No. 646866E Form Revision 0906 Page 5 of 16 August 8. 2007 The Consultant may suspend the Subconsultant's Services for such period of time as the Consultant deems necessary. If such suspension is for the Consultant's convenience, the Consultant will issue a change order in accordance with GC 5. If such suspension is as a result of a suspension under the Prime Contract, the Subconsultant will be compensated, if at all, pursuant to the terms of the Prime contract. GC 15. GOVERNING LAWS AND DISPUTES: All claims, disputes and matters in question arising out of or relating to this subcontract or the breach thereof shall be rcsolved in the following manner: A. This Agreement shall be governed by and construed in accordance with the laws of the State where the Project will be constructed without reference to its conflicts of laws provisIOns. B Disputes where the potential liability of either party is equal to or exceeds the amount of One Million Dollars ($1,000,000) shall be resolved in a court of competent jurisdiction where the project is located or where the Consultant's services are provided. In any such litigation, the parties agree to waive their rights to a jury trial on all issues. C Disputes where the potential liability of each party is less than One Million Dollars ($1,000,000) shall be resolved by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then in effect subject to the following conditions: Arbitration to be held in the state where the Project will be constructed or as otherwise mutually agreed by the Parties. 1. There will be a single arbitrator appointed by the American Arbitration Association from its National Panel in accordance with its normal procedures for selection of arbitrators. The parties also agree that the arbitrator shall be considered neutral and not party arbitrators regardless of how selected or by whom appointed. 2. The arbitrator will issue a detailed written decision setting forth the legal and factual basis of the decision. If there is more than one issue upon which a party's claim is based, the decision will separately address each issue. 3. The parties will produce documents as if the arbitration was governed by the Federal Rules of Civil Procedure. 4. Any question of arbitrability shall be decided by the appropriate court and not by arbitration. 5. The agreement to arbitrate does not apply to any claim of contribution or indemnity based upon a claim or action hy a person who does not consent to become a party to arbitration with the paIties. 6. The award rendered by the arbitrator (s) shall be final and judgment may be entered upon it in accordance with applicable law in any court havingjurisdiction. 7. The pal1ies agree to consolidate any arbitration under this contract with any arbitration involving either party and arising out of a common question of fact or law. Sub consultant Agreement No. 646866E Form Revision 0906 Page 6 of 16 August 8, 2007 8. Notwithstanding any provision(s) contained in this arbitration agreement between Consultant and the Subconsultant and any rule(s) of the American Arbitration Association which may provide or be construed to the contrary, the parties hereto agree that the arbitrator(s) shall have no authority to determine and dispose of any claim and counterclaim, or any partes) thereof, pursuant to motions(s) for summary adjudication or any other such lldispositive motion" procedure. D. Consultant may join Subconsultant in a dispute resolution process with the Client or any third party if Consultant reasonably determines that 1) Subconsultant's participation in a dispute resolution process is necessary for the parties to the dispute to receive complete relief or 2) Subconsultant has an interest in the subject of the dispute and the absence of Subconsultant in the dispute resolution process might either impair SlIbconsultant's interest or leave some other party to the dispute subject to multiple or inconsistent obligations. The SlIbconsultant shall be responsible for its share of the costs of any such proceeding. E. Notwithstanding any other requirement of this GC 15, Subconsultant agrees to participate in disputes proceedings and comply with the disputes provisions of the Prime Contract if, and to the extent, the Prime Contract includes terms applicable to the resolution of the dispute. GC 16. STANDARD OF CARE: The Subconsultant represents that the Services performed by the Subcousultant under this Agreement shall be conducted in a manner consistent with that level of care and skill ordinarily exercised by or under the direction of members of the Snbconsultant's profession currently practicing in the same locality as the Project under similar conditions. GC 17. ENTIRE AGREEMENT: This Agreement, including all attachments and documents incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of the Agreement between the Consultant and the Subconsultant and supersedes all prior representations, understandings and communications. The invalidity in whole or in part of any terms or conditions of this Agreement shall not affect the validity of other terms or conditions. The failure of the Consultant to insist upon the Subconsultant's performance of any terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of Consultant's right to such performance, nor shall such failure be construed as a waiver of future performance of such terms and conditions, and the Subconsultant's obligation in respect thereto shall continue in full force and effect. GC 18. PRIME CONTRACT TERMS AND CONDITIONS: The Prime Contract is incorporated in this Agreement as Attachment "F" (Prime Contract) and the Subconsultant will be bound by the Prime Contract terms and conditions insofar as they relate in any way, directly or indirectly, to the work covered by this Agreement. The Subconsultant agrees to be bound to the Consultant in the same manner and extent that the Consultant is bound to the Client under the Prime Contract, to the extent of the work provided for in this Agreement and that where, in the Prime Contract, reference is made to Consultant, and the work or specifications pertains to Subconsultant's services as outlined in Attachment "A," then such work or specifications shall be interpreted to apply to the Subconsultant instead of Consultant and will be included in the Scope of Services. In the event of conflict between a provision of the Prime Contract and this Agreement, the term of the Prime Agreement will prevail. GC 19. AFFIRMATIVE ACTION AND SUBCONTRACTiNG PLANS: The Subconsultant shall also comply with all federal, state, and local laws, rules, ordinanccs and decisions, and executive orders dealing with affirmative action and nondiscrimination in employment and with Subconsultant Agreement No. 646866E Form Revision 0906 Page 7 of 16 August 8, 2007 subcontracting to disadvantaged, minority owned, and woman owned businesses. In addition, the Subconsultant shall comply with all policies, plans and procedures the Client may have with respect to these matters. All required federal clauses are incorporated herein by reference as if fully set forth, including but not limited to those clauses found in Title 48 of the Code of Federal Regulations, Chapter I, Parts 52 and 53 of the Federal Acquisition Regulations. Thc Subconsultant is required to complete all forms and reports required by law and the Client. GC 20. FINAL RELEASE AND FINAL PAYMENT: As a condition precedent to Consultant's payments under this Agreement, tlle Subconsultant shall, at the request of the Consultant, furnish lien releases satisfactory to the Consultant and the Client. The Consultant may at any time pay and discharge liens, claims and encumbrances filed by the Subconsultant's subcontractors or suppliers and deduct the amount paid, together with reasonable costs and attorneys' fees, from compensation due the Subconsultant under this Agreement. The acceptance by the Subconsultant of the final payment under this Agreement shall operate as a release to the Consultant and the Client for all claims and Iiabilityofthe Subconsultant, its representatives, subcontractors, suppliers and assigns for any additional compensation or payment relating to any and all things done or furnished relating to the services rendered by the Subconsultant in performance of its work under this Agreement. Final payment shall in no way relieve the Subconsultant of liability for its obligations or for faulty or defective work discovered after final payment. GC 21. PUBLICITY RELEASES: All publicity releases or releases of reports, papers, articles, maps, or other documents in any way concerning this Agreement or the work hereunder which the Subconsultant or any of its subcontractors desires to make for purposes of publication in whole or in part, shall be forwarded to the Consultant for review and approval of the Client prior to release. GC 22. SPECIAL PROVISIONS: Special Provisions to this Agreement, if any, are included in Attachment "E" (Special Provisions) to this Agreement. The Special Provisions shall take precedence over the General Conditions in the event of a conflict between the terms of the General Conditions and Special Provisions. Subconsultant Agreement No. 646866E Form Revision 0906 Page 8 of 16 August 8, 2007 ATTACHMENT "A" SCOPE OF SERVICES Complete locate management of all known utilities along State Highway 82 from the Sardy Field Road (the Aspen Business Center main entrance) to the Maroon Creek Roundabout (Maroon Creek Road) including but not limited to: a. Aspen Fiber - Confirmed through the area b. Comcast - Confirmed through the area c. Holy Cross Energy - Confirmed through the area d. Qwest Local Network- Confirmed through the area e. Source Gas - Confirmed through the area f. Aspen Consolidated Sanitation- Confirmed through the area g. Aspen Ski Company - Suspected through the area h. City of Aspen Water Departrnent- Confirmed through the area i. Buttermilk Metro District - Confirmed through the area j. Whitehorse Springs Water and Sanitation - Not suspected through the area 2. Electronic designation (locating) of all known public utilities in the project area 3. Coordinate with utility owners that will identiry and mark their own utilities 4. Provide quality control of the facilities marked by any entity other than SiteWise 5. Mark with paint or other methods all found utilities for survey pick up or potholing use 6. Field sketches depicting found utilities and marked with paint, stake or other method in the field for survey identification 7. Coordinate with Parsons surveyor for proper capture of all information 8. Provide Quality Assurance of information with survey firm 9. Provide Job Safety Plan prior to start 10. Coordinate safety efforts with Parsons prior to work commencing 11. Provide complete traffic control 12. Work times - 10 hour days 13. Traffic Control- Not anticipated at this time 14. Per Diem - reimbursed to SiteWise from Parsons on a per technician basis Sub consultant Agreement No 646866E Form Revision 0906 Page 9 of 16 August 8. 2007 ATTACHMENT "B" SCHEDULE The Subcollsultant shall commence its Services, meet the milestones described herein, and complete its Services, all within the time or by the dates noted below: All services and submittals shall be completed no later than August 22, 2007. Subconsultant Agreement No. 646866E Form Revision 0906 Page 10 of 16 August 8, 2007 ATTACHMENT"C" STAFFING PLAN The Subconsultant shall furnish the specific individuals, if noted below, and provide for filling the positions noted below, in connection with the performance of its Services: 2-3 Technicians as appropriate to complete the work by August 22, 2007 Subconsultant Agreement No. 646866E Form Revision 0906 Page 11 of 16 August 8, 2007 ATTACHMENT "D" COMPENSATION Fixed Billing Rates Compensation: The fee basis for the Scope of Services, as outlined in Attachment "A," will be on a fixed billing rate basis not to exceed Twelve Thousand Seventy Five Dollars ($12,075.00) (the "Not to Exceed ~ Amount") as compensation for completing all work described in the Scope of Services Attachment "A." Actual compensation shall be the amount determined by multiplying the number of hours Subconsultant's employees are actually engaged in performing the work times the rate stated for that employee or class of employee in the rate schedule following this page. In no event will the amount actual compensation for employee labor exceed the Not to Exceed Amount. In addition, other direct costs shall be reimbursed at actual cost without markup. The amount reimbursed for other direct costs shall not exceed Two Thousand Four Hundred Thirty Dollars ($2,430.00). In addition, lower tier subconsultant costs, shall be reimbursed at actual cost without markup. The reimbursement of lower tier subconsultant costs is limited to the amount actually due to the lower tier subconsultant costs under the terms of an agreement between the Subconsultant and the lower tier subconsultant costs that has been approved by Consultant. Each invoice requesting reimbursement of lower tier subconsultant costs shall include a statement by Subconsultant certifying that all amounts due to Lower Tier Subconsultants that have been reimbursed to Subconsultant before the date of the invoice have actually been paid to the Lower Tier Subcontract. The statement shall include a full disclosure of the circumstances in the event the Subconsultant has deemed it necessary to withhold any amount from previous payments to Lower Tier Subconsultants due to potential claims against the lower tier subconsultant costs or for any other reason. With each invoice, SubconsuItant shall provide backup for the number of hours worked including the employee name, grade or position, hourly rate, and the period during which work was performed. Copies of receipts for all direct expenses shall be provided. Upon request of Consultant, Subconsultant shall provide copies of actual time sheets in support of each invoice. Copies of receipts for all direct expenses shall be provided with each invoice. All documentation shall be submitted to the reasonable satisfaction of Consultant and Client. Rate Schedule: Locate Technician - $75.00 per hour Private Locatiug Services - $75.00 per hour Traffic Control- Cost plus 15% Per Diem (per tech) - $135.00 per day Subconsultant Agreement No. 646866E Form Revision 0906 Page 12 of 16 August 8, 2007 ATTACHMENT "E" SPECIAL PROVISIONS The Agreement between Consultant and Subconsultant includes the following Special Provisions: SP 1. Insurance Requirements: Subconsultant shall provide insurance as described in GC 12 with policy limits and provisions as follows: Workers' Compensation in accordance with the statutory requirements of the States in which the Services are performed and the laws of such other jurisdictions as may apply, and Employer's Liability Insurance in the amount of One Million Dollars ($1,000,000). Commercial General Liability in a broad form and in an amount not less than Two Million Dollars ($2,000,000) aggregate and per occurrence. This policy will provide coverage for personal and bodily injury, including death, and for property damage, and including endorsements for contractual liability. Automobile Liability Insurance with limits not less than One Million Dollars ($],000,000.00) for bodily injury and properly damage applicable to owned, rented, leased, or borrowed automobiles while in the custody of the insured or anyone driving such vehicles with insured's permission. Professional Liability Insurance including errors and omissions in an amount not less than One Million Dollars ($1,000,000) per claim and in the aggregate. SP 2. Quality Assurance: The Subconsultant shall submit a quality assurance and quality control management plan (the "Quality Plan") to the Consultant for review. The Quality Plan shall, with respect to the work to be performed by Subconsultant, shall require the implementation of quality control and assurance measures that at a minimum provide for the level of quality specified in Consultant's quality plan. Consultant's quality plan is maintained on the internet and is available for viewing by Subconsultant. Consultant will provide a copy of the Consultant's quality plan upon request. The Subconsultant shall perform such quality control/assurance checks as provided under the Quality Plan and as required by Client or Consultant to ensure that the work performed under this Agreement tully conforms to all contract requirements and industry standards. Review of the Subconsultant's Quality Plan, and comment or approval by Consultant shall in no way operate to relieve the Subconsultant of the responsibility to establish, maintain, and properly implement such Quality Plan; nor shall it relieve the Subconsultant of its sole responsibility for the quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Subconsultant. The Subconsnltant shall maintain complete records of all quality assurance and quality control verifications performed and those records shall be made available to the Consultant and Client for inspection as may be periodically requested. Subconsultant may elect to use Consultant's quality plan in lieu of submitting the Quality Plan. 1f Subconsultant so elccts, Subconsultant shall advise Consultant of this decision prior to beginning work and shall perform all quality assurance/quality control checks utilizing the Consultant's quality plan and procedures to ensure that the work performed under this Agreement fully conforms to all contract requirements and industry standards. Use of the Consultant's quality plan Subconsultant Agreement No. 646866E Form Revision 0906 Page 13 of 16 August 8, 2007 and procedures by the Subconsultant shall not relieve the Subconsultant of its responsibility to implement such Quality Plan; nor shall it relieve the Subconsultant of its sole responsibility for the quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Subconsultant error-free services and deliverables. The Subconsultant shall maintain complete records of all quality assurance and quality control verifications performed and those records shall be made available to the Consultant and Client for inspection as may be periodically requested. SP 5. Access to Property: Unless agreed to otherwise herein, the Subconsultant shall be responsible for arranging with propeliy Owners access to any property necessary for the performance of the work. The Subconsultant shall obtain all necessary permits from local authorities (if required) prior to commencing any work. SP 6. Damage to Property and/or Underground Utilities: It shall be the responsibility of the Subconsultantto determine the presence and location of any man-made objects, structures and utilities, whether above or below ground. Restoration of test sites to the same conditions as existed before such borings were made, shall be the responsibility of the Subconsultant This shall include, but not be limited to, back-filling of all borings with clean sand or an aggregate similar to that removed, and plugging or patching all holes in paving in accordance with local regulations. The costs of repairing any damage caused during testing operations shall be borne solely by the Subconsultant. SP 7. Health and Safety Subconsultant and each of Subconsultant's lower tier subcontractors shall establish and implement a safety program that complies with all applicable provisions of federal, state, and municipal health and safety laws, including, but not limited to, appropriate record keeping and training requirements, for the purpose of preventing accidents and injuries to persons on, about, or adjacent to the Work Site. Subconsultant shall erect and properly maintain, as required by the conditions and progress of the Work, necessary safeguards for the protection of workers and the public. Subconsultant shall abide by and enforce Parsons' and Owner's fire and safety rules and regulations that are in force at the Work Site. Subconsultant shall fully acquaint itself with these rules and regulations before starting the Work. Parsons may require Subconsultant to remove from the Work Site any of Subcol1sultant's employees or lower-tier subcontractors for committing a serious safety violation. Safety Representative Subconsultant shall designate a qualified and experienced safety representative at the Work Site whose duties and responsibilities shaJj be the prevention of accidents and the maintaining and supervising of safety precautions and safety programs. Laws and Regulations Subconsultant, its employees, representatives, and lower tier subcontractors shal I comply with all applicable federal, state, and local laws, ordinances, statutes, ru les, and regulations, relating to safety and health, including but not limited to, the Occupational Safety and Health Act of 1970 and The Construction Safety Act Hazardous Materials Compliance Subconsultant Agreement No. 646866E Form Revision 0906 Page 14 of 16 August 8, 2007 Subconsultant will submit to Parsons for review and approval, a Material Safety Data Sheet (Department of Labor Form OSHA-20), as prescribed in Title 29, Code of Federal Regulations, Part 1910.1200 for all hazardous materials that will be provided by Subconsultant and its lower tier subcontractors, at least two (2) days before delivery, or planned use of the material at the Work Site whether or not such material(s) is listed in Subpart Z (Toxic and Hazardous Substances). Subconsultant shall be responsible for coordinating the exchange or delivery of Material Safety Data Sheets or other hazard communication information, for which it is responsible and that is required to be made available to, or exchanged between or among, employers at the Work Site, in accordance with applicable law. Work Rules and Site Security Subconsultant shall comply with and enforce applicable job work rules and any Site security system requirements. Safety Clean np and Removal of Debris and Waste Materials At all times during the progress of tile Work, Subconsultant shall keep its work area(s), including exit ways, rights-of-way, streets, and all other grounds and areas occupied by Subconsultant, clear of all refuse resulting from Subconsultaut's operations. Upon completion of the Work and before requesting Final Acceptance of the Work, Subconsultant shall perform the following: final cleaning of all rights-of-way, streets, borrow pits, and all other grounds occupied by Subconsultant in connection with the Work; removal of all refuse, excess materials, temporary structures, tools and equipment; and shall clean all parts of the Work, including, but not limited to windows, walls, ceilings, floors, fixtures, cabinet work and equipment as are applicable to the Work being performed hereunder, in a manner so that tile finished Work is clean and safe and in a condition appropriate to the type of Work being performed. Submission of Safety Reports Subconsultant will submit to Parsons montllly reports that include man-hours worked during the prior period, the Total Recordable Incident Rate for injuries during the period, and the Days Away from Work Rate for Subconsultant's operations and those of its' lower tier subcontractors. Sub consultant Agreement No. 646866E Form Revision 0906 Page 15 of 16 August 8, 2007 ATTACHMENT "F" PRIME CONTRACT The terms and conditions of the Prime Contract follow and are incorporated into this Agreement as provided in General Conditions GC 18. Subconsultant Agreement No. 646866E Form Revision 0906 Page ]6 of 16 August 8, 2007 .. CITY OF ASPEN AGREEMENT FOR PROFESSIONAL SERVICES fILE COpy This Agreement made and entered on the date hereinafter stated, between the CITY OF ASPEN, Colorado, ("City") and PARSONS, ("Professional"). Ap.:1 "'-T~^I\J~?'~RTA.""~t:J~ GR~""f" LN~. /J For and in consideration of the mutual covenants contained herein, the parties agree as follows: Scope of Work. Professional shall perform in a competent and professional manner the Scope of Work as set forth at Exhibit "A" attached hereto and by this reference incorporated herein. Completion. Professional shall commence work immediately upon receipt of a written Notice to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is consistent with professional skill and care and the orderly progress of the Work in a timely manner. The parties anticipate that all work pursuant to this agreement shall be completed no later than December I, 2007. Upon request of the City, Professional shall submit, for the City's approval, a schedule for the performance of Professional's services which shall be adjusted as required as the project proceeds, and which shall include allowances for periods of time required by the City's project engineer for review and approval of submissions and for approvals of authorities having jurisdiction over the project. This schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the Professional. Payment. In consideration of the work performed, City shall pay Professional on a time and expense basis for all work performed. The hourly rates for work performed by Professional shall not exceed those hourly rates set forth at Exhibit "B" appended hereto. Except as otherwise mutually agreed to by the parties the payments made to Professional shall not initially exceed $500,000.00 . Professional shall submit, in timely fashion, invoices for work performed. The City shall review such invoices and, if !hey are considered incorrect or untimely, the City shall review the matter with Professional within ten days from receipt of the Professional's bill. Non-Assignabilitv. Both parties recognize that this contract is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub-Contracting, if authorized, shall not relieve the Professional of any of the responsibilities or obligations under this agreement. Professional shall be and remain solely responsible to the City for the acts, errors, omissions or neglect of any subcontractors officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the extent of the subcontract. The City shall not be obligated to payor be liable for payment of any sums due which may be due to any sub-contractor. Termination. The Professional or the City may terminate this Agreement, without specifying the reason therefore, by giving notice, in writing, addresseq--ro the other party, specifying the effective date of the termination. No fees shall be earned after the effective date of the termination. Upon any tennination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Professional pursuant to this Agreement shall become the property of the City. Notwithstanding the above, Professional shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Professional, and the City may withhold any payments to the Professional for the purposes of set-off until such time as the exact amount of damages due the City from the Professional may be determined. Covenant Against Co~tingent Fees. The Professional warrants that s/he has not employed or retained any company or person, other than a bona fide employee working for the Professional, to solicit or secure this contract, that s/he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship. Professional shall be, and shall perform as, an independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the City. No agent, employee, or servant of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this contract. The marmer and means of conducting the work are under the sole control of Professional. None of the benefits provided by City to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Professional. Professional shall be solely and entirely responsible for its acts and for the acts of Professional's agents, employees, servants and subcontractors during the performance of this contract. Professional shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Professional and/or Professional's employees engaged in the performance of the services agreed to herein. Indenmification. Professional agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self. insurance pool, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, which arise out of or are in any marmer connected with this contract, if such injury, loss, or d;nn~ is ,ApA caused in whole or in part by, or is claimed to be caused in whole or in part by, the^aci?~rtJ.ission, error, professional error, mistake, negligence, or other fault ofthe Professional, any subcontractor of the Professional, or any officer, employee, representative, or agent of the Professional or of any subcontractor of the Professional, or which arises out of any workmen's compensation claim of any employee of the Professional or of any employee of any subcontractor of the Professional. The Professional agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims or demands, at the option of the City, or reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or 2 its employees, the City shall reimburse the Professional for the portion of the judgment and legal fees attributable to such act, omission, or other fault of the City, its officers, or employees. Professional's Insurance. (a) Professional agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Professional shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. (b) Professional shall procure and maintain, and shall cause any subcontractor of the Professional to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance acceptable to the City. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. In the case of any claims- made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (i) Workers' Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each employee. Evidence of qualified self-insured status may be substituted for the Workers' Compensation requirements of this paragraph. (ii) Comprehensive Automobile Liability insurance with mmllnum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate with respect to each Professional's owned, hired and non-owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a severability of interests provision. If the Professional has no owned automobiles, the requirements of this Section shall be met by each employee of the Professional providing services to the City under this contract. (iii) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000) aggregate. (c) The policy or policies required above shall be endorsed to include the City and the City's officers and employees as additional insureds. Every policy required above shall be primary insur- ance, and any insurance carried by the City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by Professional. No additional insured endorsement to the policy required above shall 3 contain any exclusion for bodily injury or property damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. (d) The certificate of insurance provided by the City shall be completed by the Professional's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. (e) Failure on the part of the Professional to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Professional to City upon demand, or City may offset the cost of the premiums against monies due to Professional from City. r-<<:"'e""" Ai=>-J (1) City reserves the right to re<J:li6st and rceei':e a certified copy of any policy and any , endorsement thereto. (g) The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., c.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. City's Insurance. The parties hereto lUJderstand that the City is a member of the Colorado hltergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the cIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. Completeness of Agreement. It is expressly agreed that this agreement contains the entire lUJdertaking of the parties relevant to the subject matter thereof and there are no verbal or written representations, agreements, warranties or promises pertaining to the project matter thereof not expressly incorporated in this writing. 4 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested, to: City: John D. Krueger Director of Transportation City of Aspen 130 South Galena Street Aspen, Colorado 81611 Professional: "S+.....en P. S""; ,-\-'n V,c."" <=~; ci.......-\ P""R"c"::'$ --r;z.Io.':>S?o"'-""'~\\O~ G,1Z..o.:>r Street Address \'7co '"'E,....O...d~~j City, State & Zip Code "\:::>e,"'"......., c.~ 'e:,o:z..'3C Non-Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Professional agrees to meet all of the requirements of City's municipal code, Section 13-98, pertaining to non-discrimination in employment. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Professional to which the same may apply and, until complete performance by Professional of said term, covenant or condition, the City shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. Execution of Agreement bv citv. This agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, this agreement shall not be binding upon the City unless duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence) following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a duly authorized official in his absence) to execute the same. General Terms. (a) It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. (b) unenforceable proVISIOn. If any of the provisions of this agreement shall be held invalid, illegal or it shall not affect or impair the validity, legality or enforceability of any other (c) The parties acknowledge and understand that there are no conditions or limitations to this W1derstanding except those as contained herein at the time of the execution hereof and that 5 after execution no alteration, change or modification shall be made except upon a writing signed by the parties. (d) This agreement shall be governed by the laws of the State of Colorado as from time to time in effect. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in three copies each of which shall be deemed an original on the date hereinafter written. [SIGNATURES ON FOLLOWING PAGE] 6 SIGNATURE PAGE ATTESTED BY: CITY OF ASPEN, COLORADO: By: Tille: Date: WITNESSED BY: PROFESSIONAL:f1..R.So":5 ~ j,,'" s'i'c.....-.-.... '\0.;) '::;"0'"";;' A.?~ ~ ( ])ett 8Mm By: . -S-t,,~... '" \"==>. 'So"" ','-\-'-' Title: \/;c..... "-R~....... oh~T Date: 1&> / 7.1 07 7 ATTESTED BY: WITNESSED BY: Jcut 6l\J)~ SIGNATURE PAGE By: Title: Date: PROFESSIONAL: ?...a.so....s ~M ""Yo"'" ...-noN G.eo...i' _~l-AAJ By: s-I-..JG'" 7. ::::::."'" :-\'", Title: VIe," ?12.".-s.b,,,,..:>, Date: /.e. /7/07 # I 7 The City Of Aspen Standard Terms And Conditions For Professional Engineering Services Contracts These standard terms and conditions have been prepared by the City of Aspen to be incorporated by reference into Agreements entered into between the City of Aspen and engineers or professional engineering firms for professional engineering services. The provisions herein are interrelated with other standard contract documents customarily used by the City of Aspen and a change in one may necessitate a change in others. Whenever a conflict exists in the terms and conditions of this document and the Agreement, the terms and conditions set forth in the Agreement shall take precedence. ARTICLE 1 ENGINEERS'S SERVICES AND RESPONSIBILITIES 1.1. GENERAL 1.1.1.The Engineer shall perform the services undertaken according to the Agreement with the City. The part of the project for which Engineer is to provide services pursuant to the Agreement with the City is hereinafter called This Part of the Project. 1.1.2. The Engineer shall designate, when necessary, a representative authorized to act in the Engineer's behalf with respect to This Part of the Project. 1.1.3.The Engineer's services shall be performed in character, sequence and timing so that they will be coordinated with those of the City and all other consultants for the Project. 1.1.4 The Engineer shall recommend to the City the obtaining of such investigations, surveys, tests, analyses and reports as may be necessary for the proper execution of the Engineer's services. 1.1.5 The Engineer shall provide progress copies of drawings, reports, specifications and other necessary information to the City and other consultants. All aspects of the Work designed by the Engineer shall be coordinated by the Engineer, and the Engineer shall also become familiar with the Work designed by the City and other consultants as necessary for the proper coordination of the Project. 1.1.6 The Engineer shall cooperate with the City in deterrrtining the proper share of the construction budget to be allocated to This Part of the Project. 1.2 BASIC SERVICES The Scope of Work document shall set forth the Basic Services which the Engineer has agreed to perform. The Scope of Work may consist of one or more of the following phases. The terms and conditions set forth below apply to those phases which have been made a part of the Scope of Services. SCHEMATIC DESIGN PHASE 1.2.1 The Engineer 'hall ascertain the requirements for This Part of the Project and shall confirm such requirements with the City. 1.2.2 The Engineer shall review alternative systems with the City, attend necessary conferences, prepare necessary analyses, drawings and other documents, be available for general consultation, and make recommendations regarding basic systems for This Part of the Project. When necessary, the Engineer shall consult with public agencies and other organizations concerning utility services and requirements. 1.2.3 The Engineer shall prepare and submit to the City a Statement of Probable Construction Cost of This Part of the Project based on current area, volume or other unit costs, as directed by the City. DESIGN DEVELOPMENT PHASE 1.2.4 When authorized by the City, the Engineer shall prepare from the Schematic Design Studies approved by the City the Design Development Documents. These shaII consist of drawings and other documents to fix and describe This Part of the Project, including materials, equipment, component systems and types of construction as may be appropriate, all of which are to be approved by the City. 1.2.5 The Engineer shall submit to the City a further Statement of Probable Construction Cost of This Part of the Project CONSTRUCTION DOCUMENTS PHASE 1.2.6 When authorized by the City, the Engineer shall prepare from the Design Development Documents drawings and specifications setting forth in detail the requirements for the construction of This Part of the Project, all of which are to be approved by the City. The Engineer shall prepare the Drawings and Specifications in such format as the City may reasonably require. 1.2.7 The Engineer shall advise the City of any adjushnents to previous Statements of Probable Construction Cost of This Part of the Project indicated by changes in requirements or general market conditions. 1.2.8 The Engineer shaII assist the City as necessary in connection with the responsibility for filing the documents concerning This Part of the Project required for the approval of governmental authorities having jurisdiction over the Project. BIDDING OR NEGOTIA nON PHASE 1.2.9 If required by the City, the Engineer shall assist the City's project engineer in obtaining and evaluating bids or negotiated proposaL", and in awarding and preparing contracts for construction. CONSTRUCTIO:-J PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.2.10 The Construction Phase will commence with the award of the Contract for Construction and together with the Engineer's obligation to provide Basic Services under this Agreement, will terminate when final payment to the Contractor is due or, in the absence of a final Certificate for Payment or of such due date, sixty days after the date of Substantial Completion of the Work, whichever occurs first. 1.2.11 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Engineer shall assist the City in the Administration of the Contract for Construction with respect to This Part of the Project, as set forth below and in General Conditions of the Contract for 2 Construction. 1.2.12 The Engineer shall visit the site at intervals appropriate to the stage of construction for This Part of the Project or as otherwise agreed with the City in writing, to become generally familiar with the progress and quality of the Work for This Part of the Project and to determine in general if such Work is proceeding accordance with the Contract Documents. The Engineer shall keep the City informed of the progress and quality of the Work for This Part of the Project and shall endeavor to guard the City against defects and deficiencies in such Work of the Contractor. 1.2.13 The Engineer shall at all times have access to the Work for This Part of the Project wherever it is in preparation or progress. 1.2.14 The Engineer, based on observations at the site and on evaluations of the Contractor's Applications for Payment, shall assist the City in determining the amounts owing to the Contractor for This Part of the Project and shall certify such amounts to the City. Such certification shall be in writing if requested. 1.2.15 Certification by the Engineer to the City of an amount owing to the Contractor shall constitute a representation by the Engineer to the City that, based on the Engineer's observations at the site as provided in Subparagraph 1.2.12 and the data comprising the Contractor's Application for Payment, the Work for This Part of the Project has progressed to the point indicated; that to the best of the Engineer's knowledge, information and belief, the quality of such Work is in accordance with the Contract Documents (subject to an evaluation of such Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated by the .Engineer); and that the Contractor is entitled to payment in the amount certified. 1.2.16 Upon written request of the City, the Engineer shall furnish to the City, with reasonable promptness, written interpretations of the Contract Documents prepared by the Engineer, if, in the opinion of the City, such interpretations are necessary for the proper execution or progress of the Work. 1.2.17 The Engineer shall render written recommendations, within a reasonable time, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of Tills Part of the Project or the interpretation of the Contract Documents. 1.2.18 The Engineer shall assist the City in determining whether the City shall reject Work for This Part of the Project, which does not conform to the Conhad Documents or whether special inspection or testing is required. 1.2.19 The Engineer shall review and approve, or take other appropriate action upon, and forward to the City for final disposition the Contractor's submittals such as Shop Drawings, Product Data and Samples with respect to This Part of the Project; but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Engineer1s approval of a specific item shall not indicate approval of an assembly of which the item is a component. 1.2.20 The Engineer shall assist the City in preparing Change Orders for This Part of the Project for the City's approval and execution in accordance with the Contract Documents. The Engineer 3 shall recommend to the City minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time, which are not inconsistent with the intent of the Contract Documents. 1.2.21 The Engineer shall assist the City in conducting inspections, with respect to This Part of the Project, to determine the dates of Substantial Completion and final completion, and shall review and approve, or take other appropriate action on, the Contractor's list of items to be completed or corrected and shall forward the list to the City for final disposition. The Engineer shan assist the City in receiving and forwarding for review written warranties and related documents required by the Contract Documents and assembled by the Contractor with respect to This Part of the Project. If requested, the Engineer shall issue to the City a final certificate in writing with respect to final payment for This Part of the Project. 1.3 PROJECT REPRESENTATION BEYOND BAS1C SERVICES 1.31 If more extensive representation at the site than is described under Subparagraphs 1.2.10 through 1.2.21, inclusive, is required for This Part of the Project, the Engineer shall, if requested by the City, provide one or more Project Representatives to assist the Engineer in carrying out such responsibilities at the site. 1.3.2 Such Project Representatives shall be selected, employed and directed by the Engineer, and the Engineer shall be compensated therefore as set forth in an exhibit appended hereto or an amendment to the Agreement. Such exhibit or amendment shall describe the duties, responsibilities and limitations of authority of such Project Representatives. 1.3.3 Through the observations of such Project Representatives, the Engineer shall endeavor to provide further protection for the City against defects and deficiencies in the Work for This Part of the Project, but the furnishing of such Project representation shall not modify the rights, responsibilities or obligations of the engineer as described in Subparagraphs 1.210 through 1.2.21 inclusive. 1.4 ADDITIONAL SERVICES The following Services are not included in Basic Services unless specifically included in the Scope of Work. They shall, however, be provided if requested in writing by the City, and they shall be paid for by the City as provided in the Agreement, in addition to the compensation for Basic Services. 1.4.2 Providing financial feasibility or other special studies. 1.43 Providing planning surveys, site evaluations, environmental studies or comparative studies of prospective sites, and preparing special surveys, studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 1.4.4 Providing services relative to future facilities, systems and equipment, which are not intended to be constructed during the construction Phase. 1.4.5 Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information related thereto. 1.4.6 Preparing documents for alternate, separate or sequential bids, or providing extra services in connection WiUl bidding, negotiation or construction prior to the completion of the Construction Documents Phase, when requested by the City. 4 1.4.7 Providing coordination of work performed by separate contractors or by the City's own forces. 1.4.8 Providing services in connection with the work of a construction manager or separate consultants retained by the City. 1.4.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quantity surveys or inventories of material, equipment and labor. 1.4.10 Providing engineering services or special consultants related to interior design services and other similar services required fOI, or in connection with, the selection, procurement or installation of furniture. furnishings and related equipment. 1.4.11 Providing services for planning tenant or rental spaces. 1.4.12 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or are due to other causes not solely within the control of the Engine,er. 1.4.13 Preparing Drawings, Specifications and supporting data, and providing other services in connection with Change Orders to the extent that the adjustment in the Basic Compensation resulting from the adjusted Construction Cost is not conunensurate with the services required of the Engineer, provided such Change Orders are required by causes not solely within the control of the Engineer. 1.4.14 Making investigations, surveys, valuations, inventories or detailed appraisals of existing facilities, and providing services required in connection with construction performed by the City. 1.4.15 Providing consultation concerning replacement of any Work damaged by fire or other cause during construction, and furnishing services as may be r~quired in connection with the replacement of such Work. 1.4.16 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the City or the Contractor under the Contract for ConstrQction. 1.4.17 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction, based on marked-up print>;, drawings and other data furnished by the Contractor to the City. 1.4.18 Providing extensive assistance in the utilization of any equipment or system, such as initial start.up or testing, adjusting and balancing, preparation of operation and maintenance manuals, rraining personnel for operation and maintenance, and consultation during operation. 1.4.19 Providing services after issuance to the City of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than sixty days after the Date of Substantial Completion of the Work. 1.4.20 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding. 5 1.4.21 Providing services of consultants for other than the normal engineering services for This Part of the Project. 1.4.22 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted engineering practice. ARTICLE 2 THE CITY'S RESPONSIBILITIES 2.1 The City shall, with reasonable promptness, provide all available information regarding the requirements for This Part of the Project. 2.2 The City shall designate, when necessary, a representative authorized to act in. the City1s behalf with respect to This Part of the Project. The City, or such authorized representative, shall examine documents submitted by the Engineer and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Engineer's services. 28 If the City observes or otherwise becomes aware of any fault or defect with respect to This Part of the Project, or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the City to the Engineer. 2.9 The City shall consult with the Engineer before issuing interpretations or clarifications of the EngineerTs Drawings and Specifications and shall request the recommendation of the Engineer before acting upon Shop Drawings, Product Data, Samples or other submissions of the Contractor, or upon Change Orders affecting This Part of the Project. 2.11 The City shall advise the Engineer of the identity of other consultants participating in the Project and the scope of fueir services. 2.12 The City shall review the Engineer's work for compliance with the City's program and for overall coordination with the City's and other engineering requirements. ARTICLE 3 CONSTRUCTION COST 3.1 The Construction Cost of the Project shall be the total cost or estimated cost to the City of all elements of the Project designed or specified by the City or the City's consultants. The Construction Cost of This Part of the Project shall be the total cost or estimated cost to the City of all elements of the Project designed or specified by the Engineer. 3.2 The Construction Cost of the Project or of This Part of the Project shall include at current market rates, including a reasonable allowance for overhead and profit, the cost of labor and materials furnished by the City and any equipment which has been designed, specified, selected or specially provided for by the City and, the City's consultants. 3.~ Construction Cost does not include the compensation of the City's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the City as provided in Article 2. 6 3.4 Evaluations of the City's Project budget, Statements of Probable Construction Cost and Detailed Estimates of Construction Cost, if any, prepared by the Engineer, represent the Engineer's best judgment as a design professional familiar with the construction industry. 3.5 If a fixed limit of Construction Cost has been established, the City and the Engineer shall establish, if practicable, a fixed limit of Construction Cost for This Part of the Project If such a fixed limit is established, the Engineer, after consultation with the City, shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents with respect to This Part of the Project, and to make reasonable adjustments in the scope of This Part of the Project to bring it within the fixed limit. If required, the Engineer shall assist the City in including in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Any such fixed limit shall be increased in the amount of any increase in the Contract Sum related to This Part of the Project occurring after execution of the Contract for Construction. 3.5.1 If the Bidding or Negotiation Phase for This Part of the Project has not commenced within three months after the City receives the Construction Documents any Project budget or fixed limit of Construction Cost for This Part of the Project established as a condition of this Agreement shall be adjusted to reflect any change in the general level of prices in the construction industry between the date of submission of the Construction Documents to the City and the date on which bids or Qualifications are sought. 3.5.2 If a Project budget or fixed limit of Construction'Cost for This Part of the Project (adjusted as provided in Subparagraph 3.5.1) is exceeded by the lowest bona fide bid or negotiated Qualification, the City may require the Engineer without additional charge, to modify the Engineer's Drawings and Specifications for This Part of the Project as necessary to bring the Construction Cost thereof within such fixed limit for This Part of the Project. If it was not practicable to establish a fixed limit of Construction Cost for This Part of the Project, and if the lowest bona fide bid or negotiated Qualification, the Detailed Estimate of Construction Cost or the Statement of Probable Construction Cost esrnblished for the entire Project (including the bidding contingency) exceeds the fixed limit of Construction Cost of the entire Project, the City may require that the Drawings and Specifications prepared by the Engineer be modified without additional compensation as necessary to make them beat a reasonable portion of the burden of reducing the Construction Cost of This Part of the Project so that the fixed limit of Construction Cost for the entire Project is not exceeded. The providing of such service shall be the limit of the Engineer's responsibility in this regard, and having done so the Engineer shall be entitled to compensation for all services performed in accordance with this Agreement. ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as the direct salaries of all the Engineer's personnel engaged on the Project, and the portion of tile cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions, and similar contributions and benefits. 7 ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include actual expenditures made by the Engineer and the Engineer's employees and consultants in the interest of the Project (to the extent they are reimbursable by the City for the expenses listed in the following Subparagraphs; provided that engineer shall not be reimbursed for expenses unless prior written approval therefore has been obtained from City. 5.1.1 Expense of transportation in connection with the Project; living expenses in cormection with out-of-town travel; long distance communications; and fees paid for securing approvals of authorities having jurisdiction over the Project. 5.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents, excluding reproductions for the office use of the Engineer, the City and the City's consultants. 5.1.3 Expense of data processing and photographic production techniques when used in connection with Additional Services. 5.1.4 If authorized in advance by the City, expense of overtime work requiring higher than regular rates. 5.1.5 Expense of renderings, models and mock-ups requested by the City. ARTICLE 6 PAYMENTS TO THE ENGINEER 6.1 PAYMENTS ON ACCOUNT OF SERVICES 6.1.1 Payments for Basic Services, Additional Services and Reimbursable Expenses shall be made on the basis set forth in the Agreement. 6.1.2 The CIty shall disclose to the Engineer, prior to the execution of this Agreement, any contingent or other special provisions relative to compensation. 6.1.3 The Engineer shall submit, in timely fashion, invoices for Basic Services, Additional Services and Reimbursable Expenses. The City shall review such invoices and, if they are considered incorrect or untimely, the City shall review the matter with the Engineer and confirm, in writing to the Engineer within ten days from receipt 01 the Engineer's billing, the City's understanding of the disposition of the issue. 61.4 If and to the extent that the Contract Time initially established in the Contract for Construction is exceeded or extended through no fault of the Engineer, compensation for any Basic Services required for such extended period of Administration of the Construction Contract shall be computed as set forth in the Agreement. 8 ARTICLE 7 ENGINEER'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on the basis of generally accepted accounting principles and shall be available to the City or the City's authorized representative at mutually convenient times. ARTICLE 8 OWNERSHIP AND USE OF DOCUMENTS 8.1 Except for reference and coordination purposes in connection with future additions or alterations to the Work. Drawings and Specifications prepared by the Engineer in instruments of service are and shall be the property of the City whether the Project for which they are made is executed or not. The Engineer shall be permitted to retain copies, including reproducible copies, of Drawings and Specifications for such information and reference. The Drawings and Specifications may be used by the City on other projects, or for completion of this Project by others. 8.2 The Engineer shall maintain on file, and make available to the City, design calculations for "This Part of the Project, and shall furnish copies thereof to the City on request. 8.3 Submission or distribution to meet official regulatory requirements, or for other purposes in connection with the Project, is not to be construed as publication in derogation of the City's or the Engineer's rights. 9