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HomeMy Public PortalAbout100-2017 - GAI Consultants - Relocation design for bridge workAGREEMENT I ORIGINAL, THIS AGREEMENT is made and entered into this 9 day of August, 2017, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Sanitary Commissioners (hereinafter referred to as the "City") and GAI Consultants, Inc., 6420 Castleway West Drive, Indianapolis, Indiana 46250 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional design services for sanitary sewer work relating to the replacement of the Peacock Road Bridge over Clear Creek in Richmond, Indiana. Because Wayne County is working on the replacement of the Peacock Road Bridge over Clear Creek; the City needs to relocate and re -install its existing sewer line. City contacted Contractor for a proposal for its work on the above -referenced project. On June 14, 2017, Contractor submitted a proposal to City for its services related to the design of the relocation of the sanitary sewer main along Peacock Road crossing Clear Creek, which proposal is set forth and contained in Exhibit "A", attached hereto and incorporated herein by reference and made a part of this Agreement. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. Contractor's services shall be performed in accordance with the standard of professional practice ordinarily exercised by the applicable profession under similar circumstances at the same time and in the locality where the services are performed. Professional services are not subject to, and Contractor does not provide, any warranty or guarantee, express or implied. Contractor shall submit statements or bills monthly. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2);and 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. SECTION III. COMPENSATION City shall pay Contractor, a lump sum not to exceed Sixteen Thousand Four Hundred Dollars and Zero Cents ($16,400.00) for complete and satisfactory performance of the work required hereunder. Contract No. 10.0-2017 Page 1 of 6 SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until no later than December 31, 2017. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least thirty (30) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work, product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect, provided that Contractor was notified in writing of deficiencies, given ten (10) working days to cure deficiencies and failed to remedy such deficiencies. c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims to the extent caused by Contractor's negligent conduct or performance or non-performance of this Agreement; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's negligent operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 Page 2 of 6 C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability (if applicable) Section 1. Bodily Injury Section 2. Property Damage E. Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence $1,000,000 each occurrence $2,000,000 each aggregate F. Errors & Omissions Insurance $1,000,000 per claim $2,000,000 aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. Page 3 of 6 SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22- 16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. Page 4 of 6 SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees or agents of the same from all liability which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. The City hereby agrees to release and hold harmless the Contractor and all officers, employees or agents of the same from all liability which may arise in the course of City's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assigmnent, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any remedies, Contractor shall be liable for costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees, to the proportionate extent that Contractor is determined to be in breach of this Agreement. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Page 5 of 6 IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Sanitary Commissioners By: e Mier, President A cshi, Vice President } eAXA Gi g`'St ins,11ember Dated: � —I APPROVED;;,.„ Dpvid ,Show, Ma Dated: ,. "CONTRACTOR" GAI Consultants, Inc. By:" Printed: Michael H. Wenning, PE Title: Director Dated: w Page 6 of 6 Indianapolis Office T 317.570.6800 6420 Castleway West Drive F 317.570:6810 Indianapolis, IN 46250 June 14, 2017 GAI Project No. D170648.00 Richmond Sanitary District 2380 Liberty Avenue Richmond, IN 47374 Attention: Elijah W. Welch, District Engineer Agreement for Sanitary Sewer Relocation Design Wayne County Bridge #711 (Peacock Road) Project Dear Mr. Welch: GAI Consultants, Inc. (GAI) is pleased to submit this Proposal / Agreement to the City of Richmond Sanitary District for services related to the design of the relocation of the sanitary sewer main along Peacock Road crossing Clear Creek. It is our understanding the Richmond Sanitary District would like the relocation of the sanitary sewer to be included in the construction documents for the replacement of Wayne County Bridge #711. The services outlined are based on our discussions and the understanding the sanitary sewer relocation will need to be accounted for separately and will not be included in the funding for the replacement of the bridge crossing Clear Creek. The following scope of services will be for these items: Sanitary Sewer Relocation Design sanitary sewer rerouting for the aerial stream crossing at Peacock Road and Clear Creek including: ® Horizontal and vertical alignments for the proposed gravity sanitary sewer relocation. ® Preparation of sanitary sewer details and specifications. ® Preparation of an Opinion of Probable Cost, including expected cost for required bypass pumping based on flow observations supplied by the Client. ® Structural design of components to hang gravity sewer on side of proposed bridge replacement. ® Preparation and submittal of an IDEM Sanitary Sewer Construction Permit application. Client will be responsible for application fees. ® GAI will provide a preliminary and a draft record set of sanitary relocation plans to the City for review and comment. GAI will provide the Richmond Sanitary District an electronic version (PDF) of the proposed sanitary sewer relocation drawings which will be incorporated into the Wayne County Bridge #711 construction documents (DES #1400769). GAI proposes the following schedule for the development of this project subject to excused delay caused by factors beyond GAI's reasonable control. This schedule is based upon Notice to Proceed by July 1, 2017. Elijah Welch Page 2 June 14, 2017 GAI Project No. D170648.00 Preliminary submission to City of relocation plans July 28, 2017 City comments to GAI on preliminary submission August 4, 2017 Draft record submission to City for final review/comment August 11, 2017 City comments to GAI on Draft record submission August 18, 2017 DES #1400769, Stage 3 submission to INDOT August 25, 2017 PDF of final sewer relocation provided to City August 25, 2017 Compensation GAI proposes to perform the Scope of Services for the lump sum fee of $16,400. - E = GAI's Scope of Services, Schedule, and Compensation as set forth above have been prepared on the basis of the following assumptions and understandings: 1. Scope and fee does not include design of any alternative re-routing methods such as an inverted siphon or a lift station. 2. No meetings are anticipated as a part of our fee. 3. Client will provide comments to GAI submission within five (5) working days of submission for review. Two client reviews are anticipated. 4. Geotechnical investigation will not be required for this project. 5. No field evaluation will be completed and updates based upon information as provided by City as documented above. 6. City will give GAI prompt notice whenever it observes or otherwise becomes aware of any development that affects the scope or timing of GAI's performance. 7. City will examine and provide comments and / or decisions with respect to any GAI preliminary or final deliverables within a period mutually agreed upon. 8. Any of the City's other consultant(s) / contractor(s) will cooperate and coordinate with GAI in a timely and efficient manner. 9. Any additional requested information not listed in the Scope of Services sections of this proposal / agreement can be added by supplemental agreement. 10. The attached Terms and Conditions are incorporated into this Proposal/Contract in their entirety (Exhibit A). The content of the Proposal / Agreement shall govern over any discrepancies with the content of the attached Terms and Conditions. Items/Services to be provided by City 1. City standard drawings and / or special provisions to be included in project. 2. Access to the project site(s) or other land upon which GAI is to conduct any field work will be available to GAI personnel in a timely manner. 3. All requirements for GAI's Scope of Services and all criteria and / or specifications that GAI should utilize at the time this Proposal is authorized. This includes any requirement for any statement of professional opinion or certification. 4. All available information pertinent to GAI's Scope of Services, including previous reports / drawings; utility information; topo information, etc., at the time this Proposal is authorized. Unless otherwise noted, GAI may rely upon such information. © 2017 GAI Consultants. gaeconsultants'com Elijah Welch June 14, 2017 GAI Project No. D170648.00 = Page 3 Please do not hesitate to contact me at 317.436.4821 if you have any questions or wish to discuss this Agreement. If this Agreement is acceptable, please sign where indicated below and return one copy for our file. This also will serve as authorization for GAI to proceed. GAI's performance of the Scope of Services will be governed by the GAI Standard Terms and Conditions for. Professional Services, attached hereto as Exhibit A and incorporated herein by reference. Sincerely, GAI Consultants, Inc. Mark D. Young, PE Senior Engineering Manager Michael H. Wenning, PE Director MDY/MW/vrh REQUESTED AND AUTHORIZED BY: Richmond Sanitary District City of Richmond, Indiana ATTEST: Attachment: Exhibit A - GAI Standard Terms and Conditions for Professional Services cc: 0 2017 GAI Consultants. gaiconsultants.com Arne 14, 2017 GAI Project No, D170648.00 all @ 2017 GAI Consultants, galconsultants.com EXHIBIT A GAI Consultants, Inc. Standard Terms and Conditions For Professional Services Scope of Services and Extent of Agreement - GAI shall perform the Services as described in GAI's Proposal to which these Terms and Conditions are attached for the specified Project, incorporated herein by reference. No modification or changes to these Terms and Conditions may be made except by written instrument signed by the parties. CLIENT acknowledges that he/she/it has read these Terms and Conditions, understands them, agrees to be bound by them, and further agrees that they are the complete and.exclusive statement of the AGREEMENT between the parties, superseding all proposals, oral or written understandings, or other prior agreements other than those above referred to and all other communications between the parties relating to the subject matter thereof. Compensation — GAI hereby agrees to accept and CLIENT agrees to pay the compensation on either a time (hourly) and expense basis in accordance with GAI's rates in effect at the time of performance, or lump sum basis as set forth in GAI's Proposal to perform the Services. If GAI's services are performed on an HOURLY BASIS, GAI will be paid for all time rendered to the project, including project scoping by professional, technical, and clerical personnel in accordance with the attached Hourly Rate Schedule. Time required for personnel of GAI to travel between GAI's office and the Site (or any other destination applicable to the project) is charged in accordance with the rates shown in the attached Hourly Rate Schedule. If overtime for non- exempt personnel (as defined by statute) is required, the overtime rate charged will be 1.50 times the invoice rate shown on the attached Hourly Rate Schedule. 3. Invoicing/Payment A. GAI will submit invoices periodically, but not more frequently than every two weeks, for Project services performed during the period or upon completion of the Project, whichever is earlier. B. Invoices are due and payable in U.S. dollars within 30 days from date of invoice. All charges not paid within 30 days are subject to a service charge of 1-1/2 percent per month or a fraction thereof, plus all costs and expenses of collection, including without limitation, attorneys' fees. In addition to the foregoing, should CLIENT fail to pay any invoice within 45 days of the invoice date, GAI may, in its sole discretion, upon 3 days written notice to CLIENT, stop work and recover from CLIENT payment for all services performed prior to the work stoppage, plus all amounts for interest, penalties and attorney's fees that may be recoverable under applicable law, including without limitation, prompt payment and/or lien laws. GAI will resume performance once CLIENT pays all outstanding amounts due plus any advance payment(s) or other security in GAI's sole discretion deemed necessary by GAI. C. CLIENT will be invoiced for external expenses,.such as travel, lodging, sub -contracted services, etc., at direct cost plus a 10% handling and administrative fee. D. Payments shall include the GAI invoice number and be mailed to 385 East Waterfront Drive, Homestead, PA, 15120, to the. attention of Accounts Receivable. 4. Changes — CLIENT and GAI may make additions to the scope of work by written Change Order. CLIENT may omit work previously ordered by written instructions to GAI. The provisions of these Terms and Conditions, with appropriate changes in GAI's Compensation and Project Schedule, shall apply to all additions and omissions. 5. CLIENT Responsibilities — CLIENT represents, with the intent that GAI rely thereon, that it has sufficient financial resources to pay GAI as agreed to in these Terms and Conditions and, as applicable and necessary for GAI to perform its services, CLIENT will; A. Provide all criteria and full information as to its requirements for GAI's services, including design or study objectives, constraints, third party certification requirement(s), standards or budget limitation(s). B. Assist GAI by placing at its disposal all available information pertinent to the Project and/or GAI's services including the actual or suspected presence of hazardous waste, materials or conditions at or beneath the Project site, record ("As -Built' drawings, surveys, previous reports, exploration logs of adjacent structures and any other data relative to the Project, Unless otherwise noted, GAI may rely upon such information. C. Upon identification by GAI and approval by CLIENT of the necessity and scope of information required, furnish GAI with data, reports, surveys, and other materials and information required for this Project, all of which GAI may rely upon in performing its services, except those included in GAI's scope of services. D. Guarantee access to the property and make all provisions for GAI to enter upon public and private lands and clear all exploration location(s) for buried utilities/piping/structures as required for GAI to perform its services under these Terms and Conditions. E. Examine all studies, reports, sketches, opinions of the construction costs, specifications, drawings, proposals and other documents presented by GAI to CLIENT and promptly render in writing the decisions pertaining thereto within a period mutually agreed upon. F. Designate in writing a person to act as CLIENT'S representative with respect to the services to be rendered under these Terms and Conditions. Such person shall have complete authority to transmit instructions, receive information, interpret and define CLIENT's policies and decisions with respect to materials, equipment, elements and systems pertinent to GAI's services. G. Give prompt written notice to GAI whenever CLIENT observes or otherwise becomes aware of any development that affects the scope or timing of GAI'S services, or any defect in the Project or work of Contractor(s). H. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. I. Furnish such legal and insurance counseling services as CLIENT may require for the Project. 6. Schedule/Delays — GAI shall commence performance upon receipt of the CLIENT's written authorization to proceed and shall perform its professional services in accordance with the schedule set forth in its Proposal, provided however, the performance of these Terms and Conditions, except for the CLIENT's payment of money for services already rendered, shall be excused in the event performance of these Terms and Conditions is prevented or delays are occasioned by factors beyond GAI's control, or by factors which could not reasonably have been foreseen at the time this Exhibit A was prepared and executed. The delayed party's performance shall be extended by the period of delay plus a reasonable period to restart operations. 7. Document Ownership, and Reuse All reports, drawings, specifications, manuals, learning and audio/visual materials, boring logs, field data, laboratory test data, calculations, estimates, and other documents (collectively "Work Product') prepared by GAI are instruments of service shall remain the property of GAI. Unless otherwise notified by CLIENT, GAI will retain all pertinent records relating to the Services performed for a period of two (2) years following submission of the report , design documents or other project deliverables, during which period the records will be made available at GAI's office to the CLIENT at reasonable times. gai consultants iransioreniny :rlus nlo +slily; Rev. 2/2016 Page 1 of 3 EXHIBIT A GAI Consultants, Inc. Standard Terms and Conditions For Professional Services B. Any reuse of the Work Product described above without written verification or adaptation by GAI, as appropriate, for the specific purpose intended, will be at CLIENT's sole risk and without liability or legal exposure to GAI. CLIENT shall indemnify and hold harmless GAI from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting there from. Any future verification or adaptation of such Work Product will entitle GAI to further compensation at rates to be agreed upon by CLIENT and GAI. C. Unless specified otherwise in GAI's Proposal, GAI will dispose of all materials and samples obtained in the investigation portion of the project 90 days after completion of the report. Further storage or transfer of samples will be made at CLIENTs expense. D. CLIENT recognizes that site conditions where samples and data are gathered do vary with time and that particularly subsurface conditions may differ from those encountered at the time and location where explorations or investigations are made and, therefore, the data, interpretations, and recommendations of GAT are based solely on the information available at the time of the investigation. GAI shall not be responsible for the interpretation by others of the information it develops. methods, techniques, sequencing or procedures of performing their services or work; or 4) For defects in their work. 10. Indemnity — Subject to the Limitation(s) of Liability provision(s) below in Articles 11 and 12, GAI agrees to indemnify and hold harmless CLIENT, and its officers, directors, and employees from and against any and all claims, suits, liability, damages, injunctive or equitable relief, expenses including reasonable attorneys' fees, or other loss (collectively "Losses") to the extent caused by GAI's negligent performance of Services under these Terms and Conditions. 11, 8. Standard of Performance — GAI will perform its Services with that level of care and skill ordinarily exercised by other professionals practicing in the same discipline(s), under similar circumstances and at the time and place where the Services are performed, and makes no warranty, express or implied, including the implied by law warranties of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 12. 9. Insurance A. GAI shall procure and maintain such insurance as is required by law as of the date first written above and during the performance of the Agreement, and subject to the terms and conditions of the policies, keep in force the following insurance: Worker's Compensation Insurance with other State's endorsement, including Employer's Liability Insurance for its employees in the amount of $500,000; Comprehensive General Liability Insurance, including Protective and Completed Operations, covering bodily injuries with limits of $1,000,000 per occurrence, and property damage with limits of $1,000,000 per occurrence; Comprehensive Automobile Liability Insurance, including operation of owned, non -owned and hired automobiles, with combined single limits for bodily injury and property damage of $1,000,000 per occurrence; Excess Umbrella Liability Insurance with limits of $1,000,000 in the aggregate. B. If CLIENT requires additional types or amounts of insurance coverage, GAI, if specifically directed by CLIENT, will purchase additional insurance (if procurable) at CLIENTS expense; but GAI shall not be responsible for property damage from any cause, including fire and explosion, beyond the amounts and coverage of GAI's insurance specified above. C. CLIENT will require that any Contractor(s) performing work in connection with GAI's Services will name GAI as an additional insured on their insurance policies. In addition, in any hold - harmless agreements between CLIENT or Owner and any contractor who may perform work in connection with any professional services rendered by GAI, CLIENT will require such contractor(s) to defend and indemnify GAI against third party suits. D. It is agreed that GAI shall have no responsibility: 1) To supervise, manage, direct, or control CLIENT or its Contractors', subcontractors' or their employees; 2) For any of CLIENT's or its contractors, subcontractors or agents or any of their employees' safety practices, policies, or compliance with applicable Federal, State and/or local safety and health laws, rules or regulations; 3) For the adequacy of their means, Limitation of Liability — In the event of any loss, damage, claim or expense to CLIENT resulting from GAI's performance or non- performance of the professional services authorized under these Terms and Conditions, GAI's liability whether based on any legal theory of contract, tort including negligence, strict liability or otherwise under these Terms and Conditions for professional acts, errors, or omissions shall be limited to the extent any such claims, damages, losses or expenses result from the negligent act, errors or omissions of GAI or its employees occurring during performance under these Terms and Conditions. The total cumulative liability of GAI arising out of professional acts, errors, or omissions shall not exceed the greater of $50,000 or two times the total compensation GAI receives from CLIENT under these Terms and Conditions. GAI's aggregate liability for all other acts, errors, or omissions shall be limited to the coverage and amounts of insurance specified in Article 9, above. The limitations stated above shall not apply to the extent any damages are proximately caused by the willful misconduct of GAI and its employees. Disclaimer of Consequential Damages — Notwithstanding anything to the contrary in these Terms and Conditions, neither party shall have any liability to the other party for indirect, consequential or special damages including, but not limited to, liability or damages for delays of any nature, loss of anticipated revenues or profits, increased cost of operations or costs of shutdown or startup whether such damages are based on contract, tort including negligence, strict liability or otherwise. 13, Probable Construction Cost Estimates — Where applicable, statements concerning probable construction cost and detailed cost estimates prepared by GAI represent its judgment as a professional familiar with the construction industry. It is recognized, however, that neither GAI nor CLIENT has any control over the cost of labor, materials or equipment, over the contractors' methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, GAI cannot and does not guarantee that bids, proposals, or actual costs will not vary from any statement of probable construction cost or other cost estimate prepared by it. 14. Confidentiality/Non-Disclosure — GAI shall not disclose, or permit disclosure of any information developed in connection with its performance under these Terms and Conditions or received from CLIENT or the PROJECT OWNER, or their affiliates, subcontractors, or agents designated by CLIENT as confidential, except to GAI's employees and subcontractors who need such information in order to properly execute the services of these Terms and Conditions, and shall require any such of its employees and subcontractors and their employees not to disclose or permit disclosure of any of such information, without the prior written consent of CLIENT. The foregoing shall not prohibit GAI from disclosing information in response to any Federal, State or local government directive or judicial order, but in the event GAI receives or is threatened with such an order or has actual knowledge that such an order may be sought or be forthcoming, GAI shall immediately notify CLIENT and assist CLIENT in CLIENTs undertaking such lawful measures as it may desire to resist the issuance, enforcement and effect of such an order. GAI's obligation to resist such an order and assist CLIENT and the PROJECT OWNER is contingent upon GAI receiving further compensation for such assistance plus all costs and expenses, including without limitation reasonable attorney's fees, incurred by GAI. gai Consultants Rev, 2/2016 Page 2 of 3 0 EXHIBIT A GAI Consultants, Inc. Standard Terms and Conditions For Professional Services 15, Certifications — GAI shall not be required to execute any certification with regard to work performed, tested, and/or observed under these Terms and Conditions unless: A. GAI concludes that it has performed, tested and/or observed sufficient work to provide a sufficient basis for. it to issue the certification; and B. GAI believes that the work performed, tested or observed meets the certification criteria; and C. GAI gave its written approval of the certification's exact form before executing these Terms and Conditions. Any certification by GAI shall be interpreted and construed as an expression of professional opinion based upon the Services performed by GAI, and does not constitute a warranty or guaranty, either expressed or implied. 16. Miscellaneous Terms of Agreement A. These Terms and Conditions shall be subject to, interpreted, and enforced according to the laws of the Commonwealth of Pennsylvania without giving effect to its conflict of law principles. If any part of these Terms and Conditions shall be held illegal, unenforceable, void, or voidable by any court of competent jurisdiction, each of the remainder of the provisions shall nevertheless remain in full force and effect and shall in no way be affected, impaired, or invalidated. B. Neither the CLIENT nor GAI may delegate, assign, sublet, or transfer their duties or interest as described in these Terms and Conditions and GAI's Proposal without the written consent of the other party. Both parties relinquish the power to assign and any attempted assignment by either party or by operation of law shall be null and void. C. These Terms and Conditions shall be binding upon the parties hereto, their heirs, executors, administrators, successors, and assignees, In the event that a dispute should arise relating to the performance of the Services to be provided under these Terms and Conditions and GAI's Proposal, and should that dispute result in litigation, it is agreed that each party shall bear its own litigation expenses, including staff time, court costs, attorneys' fees, and other claim -related expenses. D. CLIENT shall not assert any claim or suit against GAI after expiration of a Limitation Period, defined as the shorter of (a) three (3) years from substantial completion of the particular GAI service(s) out of which the claim, damage or suit arose, or (b) the time period of any statute of limitation or repose provided by law. In the event of any claim, suit or dispute between CLIENT and GAI, CLIENT agrees to only pursue recovery from GAI and will not to seek recovery from, pursue or file any claim or suit, whether based on contract, tort including negligence, strict liability or otherwise against any director, officer, or employee of GAI. E. No modification or changes in the terms of this Agreement may be made except by written instrument signed by the parties. CLIENT acknowledges that they have read this AGREEMENT, understands it, agrees to be bound by its terms, and further agrees that it is the complete and exclusive statement of the AGREEMENT between the parties superseding all work orders, oral or written understandings, or other prior agreements other than those above referred to and all other communications between the parties relating to the subject matter thereof. F. Either the CLIENT or GAI may terminate or suspend performance of these Terms and Conditions without cause upon thirty (30) days written notice delivered or mailed to the other party. (1) In the event of material breach of these Terms and Conditions, the party not breaching the AGREEMENT may terminate it upon ten (10) days written notice delivered or mailed to the other party, which termination notice shall state the basis for the termination. The AGREEMENT shall not be terminated for cause if the breaching party cures or commences to cure the breach within the ten day period. (2) In the event of the termination, other than caused by a material breach of these Terms and Conditions by GAI, CLIENT shall pay GAI for the Services performed prior to the termination notice date, and for any necessary services and expenses incurred in connection with termination of the project, including but not limited to, the costs of completing analysis, records and reports . necessary to document job status at the time of termination and costs associated with termination or subcontractor and/or subconsultant contracts. Such compensation shall be based upon the schedule of fees used by GAI. (3) In the event CLIENT delays providing written authorization to proceed within 45 days of the date of GAI's Proposal or suspends GAI's performance for 45 days or more after authorization has been given, GAI reserves the right, In its sole discretion, to revise its cost, compensation and/or hourly rates to its then current rates prior to resuming performance under these Terms and Conditions. G. All notices required to be sent hereunder shall be either hand delivered, with signed receipt of such hand delivery, or sent by certified mail, return receipt requested. H. The paragraph headings in these Terms and Conditions are for convenience of reference only and shall not be deemed to alter or affect the provisions hereof. I. Unless expressly stated to the contrary, the professional services to be provided by GAI do not include meetings and consultations in anticipation of litigation or arbitration or attendance as an expert witness in any deposition, hearing, or arbitration. If requested, these services will be provided by an amendment to these Terms and Conditions, setting forth the terms and rates of compensation to be received by GAI. J. Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than CLIENT, the PROJECT OWNER if different than CLIENT and GAI. K. GAI is an Equal Opportunity Employer, GAI complies with the Office of Federal Contract Compliance Programs Affirmative Action Programs as outlined in 41 CFR 60-1.4(a)(b), 41 CFR 60- 250.5(a)(b), and 41 CFR 60-741.5(a)(b). END OF TERMS AND CONDITIONS gai consultants tran5iurniiny iJeaS into rgaitty, Rev. 2/2016 Page 3 of 3