HomeMy Public PortalAbout102-2021 - Donohue - actual treatment project AGREEMENT
THIS AGREEMENT made and entered into this I(1 day of IVO V..Q , 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 Wastewater
Treatment Plant, Primary Digester mixing, abandoned tank demolition, and conversion of exiting
tanks for sludge holding.
A 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-
five Thousand Seven Hundred Dollars and 00/100 ($45,700.00).
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 PER deliverable.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
Contract No. 102-2021
1 I Page
part,for cause,at any time by giving at least thirty(30)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;
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 arise out of
or 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
3 I Page
written notice is given to the Contractor,the Board may proceed with any remedies it may
have pursuant to IC 5-22-16.5. In the event the Board 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 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 DISCRIMII`TATION
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
4 I Page
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 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 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 of S4tatary Commissioners
` By:
Sue Miller,President
Dated: / 1/`V (Printed): 57Z-V pN/. 6Re3 , /.
Title: V/C fiiYb-srnamr
man 1,Vice President Dated: //- /G- 2 oz./
Dated: /// /2..ti
CZ Greg Stiens,Member
Dated: /b - a' '
APPROVED:
1111
Snow or
or
Dated: / _ _ _
6 I Page
DO.NOHUE
ENGINEERING SERVICES AGREEMENT
2021 Preliminary Engineering Report for WWTP Improvements (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 FOR APPROVED FOR CONTRACTOR
By: By:
Printed Name: c ick../Ar Printed Name: Steven P.Gress,PE
Title A Title: Vice President
Date: 9 f/7 f cl 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 complete an evaluation and preliminary engineering for
Wastewater Treatment Plant (WWTP) Primary Digester mixing, abandoned tank demolition, and
conversion of existing tanks for sludge holding. A Preliminary Engineering Report(PER)as prescribed
by the Indiana Finance Authority(IFA)will be prepared for possible funding of the Project by a State
Revolving Fund(SRF)loan.
A description of the proposed WWTP evaluation tasks are as follows:
1. Digester Mixing-Complete evaluation of implementing linear motion type digester mixing for the
two Primary Anaerobic Digesters Nos. 1 and 2. Evaluate alternatives for digester mixing including
life cycle costs comparison as required per IFA for PER preparation.
2. Abandoned Tank Demolition-Evaluate decommissioning,demolition,and removal of abandoned
tanks including the bio-roughing towers and intermediate clarification processes. Compare
demolition to a no action alternative as required per IFA for PER preparation.
3. Conversion of Existing Intermediate Clarifier Tanks for Sludge Holding—Evaluate converting four
rectangular and three circular intermediate clarifier tanks to sludge holding tanks. Consider
redirecting influent sludge from exiting digested sludge transfer pumps. Evaluate sludge
withdrawal via new pumping system that may include a new structure.
4. Replace Existing ICE/RAS Pumps—Evaluate replacing pumps in kind versus installing new pumps
that are all the same size versus three of the pumps in operation can pump at least 1.5 times the
design average flow for the WWTP.Also compare pump replacement to a no action alternative
as required per IFA for PER preparation.
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.
Page 2
EXHIBIT'A'-Contract 101-2021
Page 2 of 6
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. Preliminary Engineering Report Development
a. Prepare a Preliminary Engineering Report(PER)based on IFA requirements to qualify
for SRF financing.Include digester mixing improvements, abandoned tank demolition
in the PER,conversion of existing Intermediate Clarifier tanks for sludge holding,and
replacement of ICE/RAS pumps.
b. PER Chapters will include:
1) Executive Summary
2) Chapter 1—Project Location
3) Chapter 2—Current Situation
4) Chapter 3—Future Situation
5) Chapter 4—Evaluation of Alternatives
6) Chapter 5—Evaluation of Environmental Impacts
7) Chapter 6—Selected Plan
8) Chapter 7—Legal,Financial,and Managerial Capabilities
9) Chapter 8—Public Participation
10) Appendices as referred to in the PER chapters.
c. Public Hearing—It is assumed that RSD will conduct the Public Hearing for the PER in
accordance with IFA requirements with Contractor providing support as needed.
d. Draft PER — Draft PER consisting of Chapters 1 through 6 will be developed and
reviewed with RSD in a Workshop.Revisions based on Workshop will be incorporated
into the PER prior to the Public Hearing by CITY.
e. Final PER—PER will be finalized with advertisement,transcript and review comments
and responses from the Public Hearing. Final PER will be submitted to IFA for review
toward SRF loan funding of the Project.
f. Assist CITY in responding to I FA review comments on PER for IFA approval of SRF loan
financing for the Project.
C. PROJECT TIMING
1. Contractor shall be authorized to commence the Services set forth herein upon execution of this
Agreement. Draft PER will be prepared in approximately 2 months.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 CITY the Final PER deliverable defined under Scope of Services.
PART II
OWNER RESPONSIBILITIES
Page 3
EXHIBIT -Contract 101-2021
Page 3 of 6
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 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.
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.
7. Schedule, conduct and prepare minutes for a public hearing in compliance with IFA's
requirements for an SRF financed project.
PART III
COMPENSATION,BILLING 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$45,700.
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
•
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 II $130
Engineer/Specialist I $115
Technician II $95
Technician I $80
Administrative Assistance III $80
Administrative Assistance II $70
Administrative Assistance I $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
i - x
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 claims,losses,
Professional services are not subject to,and Donohue does net 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 Donahue,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 by law,Owner shall indemnify and hold harmless Donohue,
Donohue.Notwithstanding any other representations made elsewhere in this Agreement or its employees,agents,and representatives,and Donahue'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 agencyorfiduciary 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 UABILITY.No owner,shareholder,principal,employee or agent of
scope may not be 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. ENVIRONMENTAL CONDITIONS.Unless expressly stated otherwise In the Neither Donohue,Donohue's subconsuitents,nor their agents or employees shall be jointly,
Scope.HAZARDOUS Services(Part I)of thisseverally 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,orconsequential damages arising out of,resulting from,or in
Owner.a)retains appropriate consultants or contractors to Identify and remediate 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.O WNERSHIP AND REUSE OF PROJECT DOCUMENTS.All documents and other
4.SAFETY.Unless specifically Included as a service to be provided under this Agreement, deliverables,in all media,prepared by or on behalf of Donohue in connection with this
Donohue specifically disclaims any authority or responsibility for general job site safety,or Agreement ande propertyinstrements Interestsoeservice,and Donohue shall holdv the copyrightpayment to and all other
era
the safety of persons(other than Donohue employees)or property. ownership and huea ins such instruments n o service.Upon is services
th
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 Donohue, 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 Donohue to Owner solely for convenience of Owner.Because data
Donohue may terminate this Agreement upon seven days written notice if: a)Donohue stored in electronic media format can deteriorate or be modified,the Owner agrees to pet-
believes that Donohue Is being requested by Owner to perform services contrary to law or form acceptance tests within e60n days.Donohue will not be responsible to correct any errors
Donohue's responsibilities as a licensed professional;or b)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.Donohue 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 accounting 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 parties.
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 parties 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.STATUTE OF UMiTATION.To the fullest extent permitted by law,parties agree that,
under generally accepted professional practice,interpretations of construction documents in exceptAgreementfor claimsshallfor expireindemnification,
sear afterear f the Stitan period forbringing claims under construction
o
the field are normally required,and that performance of construction-related services by the cuments preparede one o if no c Substantial Completion,ocuas definedr prepared,b the ne year
design professional far the Project permits errors or omissions to be Identified and corrected afteraft the s bmttald be Donohue,Dnhors if o construction documes Ats are m one year
at comparatively low cost.Performance of construction-related professional services by a rou the within
submittal one-yeare of Donohue's e's most shallrecent for this Agreement to any Any action not
third party or the Owner risks misinterpretation or alternate Interpretation of the design brought period that setfoth bytime or statdute.
be barred,without regard to other
intent.Owner agrees to hold Donohue harmless from any claims resulting from performance limitations forth law statute
of construction-related professional services by persons other than Donohue. 21.DISPUTE RESOLUTION.Owner and Donohue shall provide written notice of a dispute
10.BETTERMENT If any Item or component of the Project 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 fora period of 30 days following
the construction documents,Donohue's liability shall be limited to the reasonable costs of
correction of the construction,less the cost to the Owner if the omitted item or component bsuch notice.Owner and Donahue may mutually agree to submit any dispute to mediation or
had been initially included In the construction contract documents.It is intended by this to enforcefg arbitration,h this Agr but doing so shall not be required or a prerequisite to initiating a lawsuit
provision that Donahue will not be responsible for any cost or expense that provides to Agreement
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 7_3•NO WAIVER No waiver by either party of any default by the other party tioIn the perfor-
amounts in accordance with legal and Donohue's business requirements.Donohue shall pro- mance of any particular section of this Agreement shall invalidate any othersecn of this
vide to Owner certificates demonstrating such coverage upon request.For projects involving Agreement or operate as a waiver of any future default,whether like 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[lability insurance,and to require its construction contractor,if any,to Include Donohue deemed to be separate and severable,and the invalidity or unenforceabiTity 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 aver 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 lasses,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 6Rev.October 2020