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HomeMy Public PortalAbout101-2021 - Donohue - planning for treatment project AGREEMENT THIS AGREEMENT made and entered into this I day of NOB& r7 bfi'2021, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Sanitary Commissioners(referred to as the"City"),Donohue&Associates,Inc., 101 West Ohio Street, Suite 1650,Indianapolis,IN 46204 (hereinafter referred to as the"Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor for preliminary engineering services relates to the advanced planning for LTCP CSO High-rate treatment project for the Richmond,. Indiana Wastewater Treatment Plant and the Sewer Collection Systems. Request for Proposals has been made to the Contractor. The response of Contractor to said Request for Proposals is attached hereto and incorporated by reference herein as Exhibit"A", consisting of six(6)typewritten pages. Should any provisions,terms, or conditions contained in any of the documents attached hereto and incorporated by reference herein as Exhibits, 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 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 and/or warranties; 2. The City is in receipt of any required affidavit(s) signed by Contractor in accordance with I.C. § 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 at the rates indicated in Exhibit `B" in an amount not to exceed Forty- seven Thousand One Hundred Dollars and 00/100 ($47,100.00). SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all of the parties hereto and shall continue in effect until in effect until Contractor fully performs its obligations herein and as set forth in the attached Exhibit `B", which includes delivering to City the Final Advanced Planning Technical Memorandum deliverables. Contract No. 101-2021 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)days written notice specifying the effective — -_ - - I Page 1 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; 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. This Agreement may also be terminated by either the City or the Contractor, in whole or in part, by mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of partial termination,the portion to be terminated. This Agreement may also be terminated by either the City or the Contractor, without cause, by giving at least thirty(30) days written notice to the other party. In the event of termination of this Agreement, 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. 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 performance of this Agreement, either intentionally or negligently; 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 result from the Contractor's 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 C. Comprehensive General Liability Section 1. Bodily Injury $1,000,000 each occurrence $2,000,000 aggregate Section 2. Property Damage $1,000,000 each occurrence 2 I Page D. Comprehensive Auto Liability Section 1. Bodily Injury $1,000,000 each person $1,000,000 each occurrence Section 2. Property Damage $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $1,000,000 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. 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 Board determines during the course of this Agreement that this certification is no longer valid, Board 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 Board that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor,the Board may proceed with any remedies it may 3 I Page have pursuant to IC 5-22-16.5. In the event the Board deteiniines 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 Board 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: 1. 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; 3. 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. 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 the 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 4 I Page delegation or assignment, 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 other damages or remedies, Contractor shall be liable for all 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 the 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. 5 I Page 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" "CONTRACTOR" The City of Richmond,Indiana,by and through Donohue&Associates,Inc. its Board ofanitary Commissioners By:_7,41v gip,.. Sue Miller,President Dated: /°/ " -e/mil (Printed): S7 is) , GA' 55 I g. 1 Title: V/G- Prt a-spvj r— Aman Baks i,Vice President Dated: 1/^ /6 —2 DZ/ Dated: Gaf2c��2o�- Greg tiens, Member Dated: /v- -10 r�/ APPROVED: / _ ` Dam• . Snow, Dated: / 0 210 Zir 6 I Page DONOHUE ENGINEERING SERVICES AGREEMENT Advanced Planning for WWTP Disk Filtration (Project) This Agreement is by and between: City of Richmond,Indiana(CITY) By and through its Board of Sanitary Commissioners 230 Liberty Avenue Richmond,Indiana 47374 and Donohue&Associates,Inc.(Contractor) 101 West Ohio Street,Suite 1650 Indianapolis,IN 46204 Who agree as follows: CITY hereby engages Contractor to perform the Services set forth in Part I for the compensation set forth in Part III. Contractor will be authorized to commence the Services upon execution and receipt of this Agreement from CITY. CITY and Contractor agree that this signature page,together with Parts I through IV attached,constitute the entire agreement for this Project. APPROVED CITY APPROVED FOR CONTRACTOR By: By: Printed Name: 1. � 1C AU/CPC Printed Name: Steven P. Gress,PE Title:c arc/ e?or 2 S Title: Vice President Date: 1// /coti Date: 06-09-2021 EXHIBIT'A'-Contract 101-2021 Page 1 of 6 PART I PROJECT DESCRIPTION/SCOPE OF SERVICES/TIMING A. PROJECT DESCRIPTION Professional engineering services to perform advanced planning for cloth media disk filtration(CMDF) of wastewater treatment plant(WWTP)secondary effluent and combined sewer overflow(CSO)flow contributions to the WWTP. A technical memorandum will be developed for the CMDF advanced planning. A description of the proposed WWTP evaluation task is as follows: 1. Advanced Planning for CMDF Process — Based on the results of 2021 pilot testing of Aqua- Aerobics,Inc.CMDF process for CSO flow,perform advanced planning to evaluate retrofitting the existing WWTP Tertiary Filters with a CMDF system capable of treating both WWTP secondary effluent and excess combined sewer flow during wet weather events. Size filters and provide conceptual design layout drawings for the retrofit. Evaluate pretreatment and flow split needs upstream of the CMDF process,with the exception of routing flow from north side to south side of the WWTP,which may be performed by others for RSD. Evaluate disinfection and outfall pipe modifications that may be required for the hybrid filtration of both plant effluent and excess combined sewer flow. B. SCOPE OF SERVICES Services to be provided by Contractor for this Project under this Agreement are as follows: 1. Project Management a. Assign Richard Claus as the Project Manager who will coordinate Project activities and will be the principal liaison between the CITY and Contractor. b. Prepare a Project work plan containing the project background, project goals and objectives, task based project scope, project schedule, listing and schedule of deliverables. c. Provide monthly progress reports to the CITY to document services performed and schedule status. This is typically performed as part of the monthly project invoicing routine. 2. CMDF Advance Planning Technical Memorandum a. Review and comment on Draft CMDF Pilot Report prepared for RSD by Aqua Aerobics, Inc.(MI)before pilot report finalization by AAI. b. Based on AAI sizing recommendations,develop conceptual design of a CMDF retrofit into the existing WWTP Tertiary Filter Structure. Page 2 EXHIBIT'A'-Contract 101-2021 Page 2 of 6 c. Develop conceptual plans for flow to and from the filters including processing of waste solids from the filters. Develop plans for pretreatment of CSO flows upstream of the filters.Work with CITY's Collection Systems consultant for the consultant to properly size sewer from north side of WWTP to south side of the WWTP and associated sewer routing. d. Develop conceptual plans for outfall sewers from the filters. e. Conduct a Workshop #1 with CITY to review preliminary design concepts and discuss alternatives to evaluate. f. Prepare a Draft Technical Memorandum summarizing the results of the evaluation and presenting conceptual design recommendations. g. Conduct a Workshop#2 with CITY to review Draft Technical Memorandum and receive review comments. h. Finalize Technical Memorandum of Advanced CMDF Planning. C. PROJECT TIMING 1. Contractor shall be authorized to commence the Services set forth herein upon execution of this Agreement. Advanced Planning Technical Memorandum will follow the currently on-going CMDF piloting at the WWTP.Approximately six months will be allotted for performance of the services. 2. Contractor's services under this Agreement will be considered complete when Contractor has delivered to CITYthe Final Advanced Planning Technical Memorandum deliverables defined under Scope of Services. PART II OWNER RESPONSIBILITIES A. In addition to other responsibilities of CITY set forth in this Agreement,CITY shall: 1. Identify a person authorized to act as the CITY's representative to respond to questions and make decisions on behalf of CITY,accept completed documents,approve payments to Contractor,and serve as liaison with Contractor as necessary for Contractor to complete its Services. 2. Furnish to Contractor copies of existing documents and data pertinent to Contractor's Scope of Services, including but not limited to and where applicable: design and record drawings for existing facilities; monthly reports of operation for WWTP and CSOs that Contractor does not already have; property descriptions, land use restrictions, surveys, geotechnical and environmental studies,or assessments. 3. CITY shall be responsible for all requirements and instructions that it furnishes to Contractor pursuant to this Agreement,and for the accuracy and completeness of all reports,data,programs, and other information furnished by CITY to Contractor pursuant to this Agreement. Contractor may use and rely upon such requirements,instructions,reports,data,programs,and information in performing or furnishing services under this Agreement,subject to any express limitations or reservations provided by CITY applicable to the furnished items. Page 3 EXHIBIT'A'-Contract 101-2021 Page 3 of 6 4. Provide to Contractor existing information regarding the existence and locations of utilities and underground facilities. 5. Provide Contractor safe access to premises necessary for Contractor to provide the Services. 6. Inform Contractor whenever CITY observes or becomes aware of a Hazardous Environmental Conditions, as defined in Part IV.3. of this Agreement, that may affect Contractor's Scope of Services or time for performance. PART III COMPENSATION,BILUNG AND PAYMENT A. Compensation for the work as defined in the Scope of Services (Part I)of this Agreement shall be in accordance with Contractor's standard chargeout rates in effect at the time the Services are performed. Routine expenses will be billed at cost and subconsultant costs(if any)will include a 10% markup.The total cost for these Services and expenses will not exceed$47,100. B. Contractor will bill CITY monthly,with net payment due in 30 days. C. Contractor will notify CITY if Project scope changes require modifications to the above-stated contract value.Services relative to scope changes will not be initiated without written authorization from CITY. Page 4 EXHIBIT'A'-Contract 101-2021 Page 4 of 6 ti Donohue&Associates, Inc. 2021 Billing Rates Employee Classification Hourly Billing Rate Engineer/Specialist IX $245 Engineer/Specialist VIII $235 Engineer/Specialist VII $215 Engineer/Specialist VI $195 Engineer/Specialist V $180 Engineer/Specialist IV $165 Engineer/Specialist III $145 Engineer/Specialist 11 $130 Engineer/Specialist I $115 Technician II $95 Technician I $80 Administrative Assistance Ill $80 Administrative Assistance II $70 Administrative Assistance 1 $60 Notes: Labor charge-out rates are for normal work week. Billing rates are in effect for 2021 and may be adjusted annually to reflect labor cost increases. Mileage is billed at the current IRS stipulated rate. Printing and shipping are billed at cost. EXHIBIT'A'-Contract 101-2021 Page 5 of 6 .. PART IV-STANDARD TERMS AND CONDITIONS 1.STANDARD OF CARE.Donohue's Services shall be performed In accordance with the caused by a negligent act,error,or omission of the indemnifying party or any of the standard of professional practice ordinarily exercised by the applicable profession under indemnifying party's officers,directors,members,partners,agents,employees,or similar circumstances at the same time and in the locality where the Services are performed. subconsultants in the performance of services under this Agreement.If Balms,losses, Professional services are not subject to,and Donohue does not provide,any warranty or damages,and judgments are found to be caused by the joint or concurrent negligence of guarantee,express or implied.Any warranties or guarantees contained in any purchase Owner and Donohue,they shall be borne by each party in proportion to its negligence. orders,requisitions,or notices to proceed issued by Owner are void and not binding upon To the fullest extent permitted bylaw,Owner shall indemnify and hold harmless Donohue, Donahue.Notwithstanding any other representations made elsewhere in this Agreement or its employees,agents,and representatives,and Donohue's subconsultants,from and against in the execution of the Project,this Standard of Care shall not be modified.Donohue shall act any loss,liability,claims and damages caused by,arising out of,or resulting from the as an Independent consultant at all times during the performance of its services,and no presence at the Project site of asbestos,mold,PCBs,petroleum,hazardous substances,or terms of this Agreement,either express or implied,shall create an agency or fiduciary relationship. any other pollutant or contaminant,as those terms are defined in pertinent federal,state, 2.CHANGE OF SCOPE.The Scope of Services set forth In this Agreement Is based on facts and local laws,except to the extent that the loss,liability,or damages are caused solely by known at the time of execution of this Agreement,including,if applicable,information the willful misconduct or negligence of Donohue,its agents or employees. supplied by Owner.For some projects involving conceptual or process development services, 13.LIMITATIONS OF LIABILITY.No owner,shareholder,principal,employee or agent of scope may not he fully definable during Initial phases.As the Project progresses,facts Donohue shall have individual liability to Owner;and Owner covenants and agrees not to sue discovered may Indicate that the scope must be redefined.Donohue will promptly provide any such individual in connection with the Services under this Agreement. Owner with a written amendment to this Agreement to recognize such change. 3.HAZARDOUS ENVIRONMENTAL CONDITIONS.Unless expressly stated otherwise in the Neither Donohue,Donohue's subconsultants,nor their agents or employees shall be jointly, Scope. of Services(Part I)of this severally or individually liable to the Owner in excess of the compensation to be paid Agreement,Donohue's scope of services does not include pursuant to this Agreement or two hundred fifty thousand dollars($250,000),whichever is any services relating to a Hazardous Environmental Condition,including but not limited to greater,by reason of any act or omission,in tort or contract,including breach of contract, the presence at the Project site of asbestos,mold,PCBs,petroleum,hazardous substances or breach of warranty or negligence.To the fullest extent permitted by Laws and Regulations, any other pollutant or contaminant,as those terms are defined In pertinent federal,state, Owner and Donohue waive against each other,and the other's employees,officers, and local laws.In the event Donohue or any other party encounters a Hazardous directors,members,Insurers,partners,and consultants,any and all claims for or entitlement Environmental Condition,Donohue may at its option suspend performance of services until to special,incidental,Indirect,or consequential damages arising out of,resulting from,or in Owner a)retains appropriate consultants or contractors to identify and remedlate or any way related to this Agreement or the Project,from any cause or causes. remove the Hazardous Environmental Condition;and b)warrants that the Project site is in full compliance with all applicable environmental laws. 14.OWNERSHIP AND REUSE OF PROJECT DOCUMENTS.All documents and other deliverables,in all media,prepared by or on behalf of Donohue in connection with this 4.SAFETY.Unless specifically Included as a service to be provided under this Agreement, Agreement are instruments of service,and Donohue shall hold the copyright to and all other Donohue specifically disclaims any authority or responsibility for general job site safety,or ownership and property Interests In such Instruments of service.Upon payment for services the safety of persons(other than Donohue employees)or property. rendered,Donohue grants Owner a license to use instruments of Donohue's services for the 5.DELAYS.If performance of Donohue's Services is delayed through no fault of Donahue, purpose of constructing,occupying or maintaining the Project.Owner shall not reuse any Donohue shall be entitled to an extension of time equal to the delay and an equitable such documents or other deliverables pertaining to the Project for any purpose other than adjustment in compensation. that for which such documents or deliverables were originally prepared.Owner shall not 6.TERMINATION/SUSPENSION.Either party may terminate this Agreement upon 30 days cause or allow the alteration of such documents or deliverables without written verification written notice to the other party.Owner shall pay Donohue for all Services,Including profit and approval by Donohue for the specific purpose intended,and any alteration by Owner relating thereto,rendered prior to termination,plus any expenses of termination.If either shall be at the Owner's sole risk.Owner agrees to Indemnify and hold harmless Donohue party defaults in its obligations under this Agreement(including Owner's obligation to make from all claims,damages,and expenses(including reasonable attorneys'and consultants' required payments),the non-defaulting party may,after giving seven days written notice, fees),arising out of such reuse or alteration by Owner or others acting through Owner. suspend performance under this Agreement.The non-defaulting party may not suspend 15.ELECTRONIC MEDIA.Copies of documents that may be relied upon by Owner are limited performance if the defaulting party commences to cure such default within the seven-day to printed copies that are signed and sealed by Donohue.Files or information In electronic notice period and completes such cure within a reasonable period of time. media are furnished by Donahue to Owner solely for convenience of Owner.Because data Donohue may terminate this Agreement upon seven days written notice if:a)Donohue within In electronic media format can deteriorate or be modified,the Owner agrees to per- believes that Donohue Is being requested by Owner to perform services contrary to law or form acceptance tests 60 days.Donohue will not be responsible to correct any errors Donohue's responsibilities as a licensed professional;orb)Donohue's Services for the Project or for maintenance of documents in electronic media format after the acceptance period. are delayed,suspended,or Interrupted for a period of at least 90 days for reasons not 16.RECORDS RETENTION.Donahue shall retain on file,for a period of five years following attributable to Donohue's performance of Services;or c)Owner has failed to pay any amount completion or termination of its services,copies of contract documents,final deliverables, due and owing to Donohue for a period of at least 60 days.Donohue shall have no liability to and amounting records related to Engineer's services under this Agreement.Upon Owner's Owner on account of such termination. request,Donohue shall provide a copy of maintained item to Owner at cost. 7.OPINIONS OF CONSTRUCTION COST.Any opinion of construction costs prepared by 17.AMENDMENT.This Agreement,upon execution by both parties hereto,can be amended Donohue Is supplied for the general guidance of the Owner only.Since Donohue has no only by a written instrument signed by both partis. control over competitive bidding or market conditions,Donohue cannot guarantee the 18.SUCCESSORS,BENEFICIARIES AND ASSIGNEES.This Agreement shall be binding upon accuracy of such opinions as compared to contract bids or actual costs to Owner. and inure to the benefit of the owners,administrators,executors,successors,and legal 8.RELATIONSHIP TO CONTRACTORS.Donohue shall serve as Owner's professional representatives of the Owner and Donohue.The rights and obligations of this Agreement representative for the Services,and may make recommendations to Owner concerning cannot be assigned by either party without written permission of the other party.This actions relating to Owner's contractors.Donohue specifically disclaims any authority to direct Agreement shall be binding upon and Inure to the benefit of any permitted assignees. or supervise the means,methods,techniques,sequences or procedures of construction 19.NO THIRD-PARTY BENEFICIARY.Nothing contained in this Agreement,nor the selected or used by Owner's contractors.Donohue neither guarantees the performance of performance of the partis hereunder,is intended to benefit,nor shall inure to the benefit any construction contractor nor assumes responsibility for any contractor's failure to of,any third party,including Owner's construction contractors,if any. perform in accordance with the construction contract documents. 9.CONSTRUCTION REVIEW.For projects Involving construction,Owner acknowledges that 20.exc STATUTE OF LIMITATION.To the fullest extent permitted by law,parties agree that, under generally accepted professional practice,interpretations of construction documents In Agreet ment claims for indemnification,earafter the scan period forl bringing claims under this ction the field are normally required,and that performance of construction-related services by the ument preparedshell expire one Donohue,o ifS no construction ntitr Comnldocution, as cle aned by the , -year dsign professional for the Project permits errors or omissions to be identified and corrected ofter er the subittal toby ofD nh err if nsrecentinvoice documents are mprentrAn,one year at comparatively low cost.Performance of construction-related professional services by a brow the submittal one-yeare Donohue's time e s most shall beet rc , for this regAgrard to any otherny action not third party or the Owner risks misinterpretation or alternate Interpretation of the design brought within that setorth baw or statd barred,without regard to intent.Owner agrees to hold Donohue harmless from any claims resulting from performance limitations period forth bylaw statute. of construction-related professional services by persons other than Donohue. 21.DISPUTE RESOLUTION.Owner and Donahue shall provide written notice of a dispute 10.BETTERMENT.If any item or component of the Project is required due to omission from within a reasonable time and after the event giving rise to the dispute.Owner and Donohue agree to negotiate any dispute between them in good faith for a period of 30 days following the construction documents,Donohue's liability shall be limited to the reasonable costs of such notice.Owner and Donohue may mutually agree to submit any dispute to mediation or correction of the construction,less the cost to the Owner If the omitted Item or component binding arbitration,but doing so shall not be required or a prerequisite to initiating a lawsuit had been Initially Included In the construction contract documents.It is Intended by this to enforce this Agreement provision that Donohue will not be responsible for any cost or expense that provides betterment,upgrade,or enhancement of the Project 22.CONTROLLING LAW.This Agreement is governed by the laws of the state in which the 11.INSURANCE.Donohue will maintain Professional Liability,Commercial General Liability, Project is located. Automobile,Worker's Compensation,and Employer's liability insurance coverage in 23.NO WAIVER.No waiver by either party of any default by the other party in the perfor- amounts In accordance with legal and Donohue's businss requirements.Donohue shall pro- mance of any particular section of this Agreement shall invalidate any other section of this vide to Owner certificates demonstrating such coverage upon request For projects involving Agreement or operate as a waiverof any future default,whether t ke or different In character. construction,Owner agrees to protect Donohue's interests through appropriate property 24.SEVERABILITY.The various terms,provisions and covenants herein contained shall be and liability insurance,and to require its construction contractor,If any,to include Donohue deemed to be separate and severable,and the invalidity or unenforceabiiity of any of them as an additional insured on Contractor's policies relating to the Project.Donohue's coverages shall not affect or impair the validity or enforceability of the remainder. referenced above shall,In such case,be excess over contractor's primary coverage. 25.AUTHORITY.The persons signing this Agreement warrant that they have the authority to 12.INDEMNIFICATION.To the fullest extent permitted by law,Owner and Donohue each sign as,or on behalf of,the party for whom they are signing. agree to Indemnify the other party and the other party's officers,directors,partners, 26.SURVIVAL All express representations,indemnifications and limitations of liability employees,and representatives,but not defend,from and against losses,damages,and Included in this Agreement will survive its completion or termination for any reason. judgments arising from claims by third parties,including reasonable attorneys'fees and EXHIBIT'A'-Contract 101-2021 expenses recoverable under applicable law,but only to the extent they are found to be Page 6 of 6Pcv'OC1S°`2020