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2016-28 • gai consultants transforming ideas into reality® March 17, 2016 GAI Project No A150493 00 Mr James Kinzler Assistant City Manager City of Clermont 685 West Montrose Street Clermont, Florida 34711 Proposal for Professional Services Clermont Waterfront Promenade Schematic Design and Preliminary Engineering Clermont, Florida Dear Mr Kinzler GAI Consultants, Inc ("GAI"or"the Consultant") is pleased to submit this Scope of Services/Fee Proposal for Professional Services to the City of Clermont, Florida ("the Client"or"the City")for the above- referenced project This proposal reflects the anticipated Scope and related costs for services to be provided based on GAI's understanding of the project Project Understanding GAI Consultants recently completed the City of Clermont Downtown and Waterfront Master Plan under a separate agreement The plan was adopted by the Clermont City Council on March 23, 2015 As a part of the long-range vision for the city, several improvement projects are conceptually identified It is now the desire of the city to begin to refine the design of some of these projects with the intent to implement them as funding allows The Promenade is a project that has been identified as being critical to the success of the future disposition of downtown The project is located along the shores of Lake Minneola from approximately West Avenue on the west to 7th Street on the east, and from West Osceola Street to Lake Minneola With the completion of the Downtown and Waterfront Master Plan and the identification of the promenade as a critical component of the plan, the next step in advancing the Promenade project is the completion of Schematic Design and Preliminary Engineering plans These plans will advance the concept plan created in the Downtown and Waterfront Master Plan in significantly greater detail,allowing for the determination of the project materials, scale, utility requirements, amenity relationships and the creation of detailed cost information This information can result in the completion, at a future date, of plans for the construction of the Promenade project, and will enable the consultant to more accurately determine the project scope in order that professional services fees are better aligned with the work needed, potentially realizing significant savings for the city The Scope of Work includes the completion of the schematic design documents for the project Schematic designs are 30% complete construction drawings, allowing for the advancement of the plans to design development(60%)and construction document(100%) plans and specifications for the bidding and construction of the project at a future date and under a separate agreement The schematic plans will refine the Master Plan concept design to an extent that will allow for a more detailed and accurate estimate of project cost and associated professional service fees for the completion of construction documents The services included herein are Orlando Office 618 East South Street Suite 700 Orlando FL 32801 T 407 423 8398 F 407 843 1070 www gaiconsultants corn Mr James Klnzler Page 2 March 17,2016 GAI Project No A150493 00 • Survey of the area previously identified, indicating area topography and fixed improvements • Environmental services determining the extent of wetlands and any threatened and/or endangered species which may be located on site These services will also identify any required permitting related to the site environmental issues • Utility and infrastructure assessments, preliminary grading and determination of preliminary spot elevations • Pre-application meetings with jurisdictional permitting agencies • Landscape Architectural design including all public hardscape and landscape areas including — Low Impact Design (LID)stormwater improvements to connect to the planned West Lake Wetland Park — Public plaza space at the terminus of 8th Street down to the 8th Street Pier(8th Street Plaza) — Modification and/or expansion of the 8th Street Pier — Entertainment/restaurant zone west of the 8th Street Plaza — Modifications to the South Lake Trail for the length of the project, including investigating the possibility of the separation of bicycle and pedestrian traffic at the entertainment zone directly west of 8th Street that had been recommended as a part of the Master Plan — Triathlon event space and beach on the west end of the project area — Multi-use, terraced event and viewing area between 7"'and 8th Streets • Three dimensional images of selected views of the project • Rendered plan view of the completed design In addition to the specific services detailed below(the"Services"), GAI will coordinate our work with the Client's representatives and the project team, monitor the project schedule as it relates to the scope contained herein, and provide timely invoicing and reporting of project progress Scope of Services Based on our understanding of the project requirements/criteria provided to date by the Client, GAI will perform the following described Scope of Services Task I —Survey 1 1 Perform a survey of the project area as per Rule Chapter 53-17 of the Florida Administrative Code in compliance with the standards of practice of surveying and mapping of the State of Florida — Topographic information — Location of existing visible above ground improvements&visible utilities within right-of- way — Existing trees — Wetland limits Task II —Preliminary Ecological Assessment 2 1 Research existing published literature and available documents pertinent to the project site Particular attention will be directed towards reviewing existing permits or delineations for the project vicinity 2 2 Review existing databases from the U S Fish and Wildlife Service and the Florida Fish and Wildlife Conservation Commission (FWC)for the presence of federal and state listed plant and animal 4gai consultants transforming Ideas Into reality® ©2016 GAl Consultants Mr James Klnzler Page 3 March 17,2016 GAI Project No A150493 00 species, including a search of the FWC database for the presence of the Southern Bald Eagle on- site or within a one mile radius of the project area 2 3 Conduct one site assessment to evaluate the presence of threatened and endangered species, critical habitat, natural communities, and the location, landward extent, and quality of potentially jurisdictional wetlands 2 4 Field flag the landward extent of wetlands and surface waters associated with Lake Minneola that are potentially within the jurisdiction of governmental agencies with statutory permitting authority following the 2010 Final Supplement to the 1987 Federal Manual for the Identification of Wetlands and the Unified Wetland Delineation Methodology for the State of Florida, dated 1 July 1994 2 5 Coordinate with surveyors to locate the field flags as previously placed Task III — Schematic Design and Preliminary Engineering (30% Construction Documents) 3 1 Site Analysis—GAI will visit the site in order to develop an understanding of the site's opportunities and constraints 3 2 Setup, prepare for, and attend a pre-application meeting with the SJRWMD 3 3 Provide one site visit to field review the survey Coordinate with surveyor for any additional survey information required for the design of the Project 3 4 Develop a project schedule based on our knowledge of the required design, regulatory and permitting approvals, and the construction processes 3 5 Existing Utility and Infrastructure Review—GAI will provide utility coordination with all utility providers GAI will review available utility system maps and coordinate with the identified third party utility providers within the project area to discuss and better understand the age and condition of their respective systems Conflicts with the proposed storm sewer system will be reviewed This task will also include the discussion and general evaluation of burying existing overhead utility lines GAI will coordinate with the electric/power supplier for the determination (by the power supplier) of the adequacy of the existing power supply infrastructure and the requirements for relocating electnc distribution systems underground 3 6 Prepare Schematic Design Plans to further define the general scope and preliminary design of the project, including scale and relationships between built project elements Project elements may include the following — Pedestrian access walks, paths and boardwalks — Hardscape event space and adjacent open space — Low Impact Design (LID)concepts for stormwater management — Preliminary spot elevations along paved surfaces and top of walls, steps, etc — Site lighting locations and fixture selection — Site hardscape elements, i e any small structures, seat walls, retaining walls, sea wall, ramps, etc — Preliminary site furnishing locations 3 7 GAI will initially present the schematic design as a black and white line-drawing plan 3 8 Client Review Meeting #1—GAI will meet with the Client to review the schematic design documents and a statement of probable cost and will subsequently generate a consolidated set of review comments from the meeting • gai consultants transforming Ideas Into reality® 0 2016 GAI Consultants Mr James Klnzler Page 4 March 17,2016 GAI Project No A150493 00 3 9 Statement of Probable Cost- GAI will prepare an updated statement of probable cost for all elements detailed in the Schematic Design Documents 3 10 To adequately describe the design intent of the various elements of the proposed project, GAI will complete two, three dimensional graphic renderings of the project 3 11 Client Review Meeting #2 — Based upon the comments received in Client Review meeting #1, GAI will meet with the Client to review the revised schematic design documents and the statement of probable costs This schematic design plan will be presented as a fully rendered plan 3 12 To adequately describe the design intent of the various elements of the proposed project, GAI will complete two, three dimensional graphic renderings of the project Additional Services GAI will provide Additional Services as mutually agreed between GAI and the Client An equitable adjustment to GAI's Scope of Services and Compensation will be made through a Supplement to this Work Order for any Additional Services These may include but are not limited to u Revise drawings, renderings or other documents when such revisions are — Inconsistent with approval or instructions previously given by the Client, including revisions made necessary by adjustments in the Client's program or project budget — Required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents — Due to changes required as a result of the Client's failure to render decisions in a timely manner — Due to a phased design approach determined after execution of this Proposal a Significant changes to the overall project size u Development of drawings beyond the scope of a schematic phase of work Schedule GAI will begin work upon receipt of a copy of this Proposal executed and authorized below GAI will endeavor to complete its Scope of Services within the timeframe of the Client's schedule to complete the project, subject to excused delay occasioned by factors beyond GAI's reasonable control Compensation Compensation for services rendered by GAI will be on a lump sum basis in accordance with the rates agreed to in the Master Agreement for Professional Services between GAI and the City of Clermont GAI will perform the above described professional services for the fee summarized below Description Method Cg Payment [to 1 0 Survey Lump Sum $12,200 2 0 Preliminary Ecological Assessment Lump Sum $3,000 3 0 Schematic Design Lump Sum $78,900 Total (not including reimbursab/es) $94,100 0 gai consultants transforming Ideas into reality® ©2016 GAI Consultants Mr James Klnzler Page 5 March 17,2016 GAI Project No A150493 00 Sub-consultants No sub-consultant firms are proposed for this project Reimbursable Expenses Reimbursable expenses may include in-house and out-of-house projected costs required to perform and deliver the survey, ecological assessment and schematic design documents, such as postage, courier services, overnight deliveries, and mileage General reproduction will be provided by the Client for progress printing and permit submittals Reimbursable Expenses are estimated at$2,000 Reimbursable expenses will be invoiced separately on an actual cost basis. Payment Unless otherwise specified in the GAI Standard Terms and Conditions for Professional Services, attached hereto as Exhibit A, GAI will prepare invoices monthly and payment will be due within 30 days of the date of the invoice All other payment terms will be in accordance with Exhibit A Exclusions The following services are specifically excluded from this agreement • Geotechnical Engineering • Subsurface Utility Engineering (SUE) • Preparation of contract documents • Bidding Phase services • Construction Phase services • Any other services not specifically described herein Assumptions and Understandings GAI's Scope of Services, Schedule and Compensation as set forth above have been prepared on the basis of the following assumptions and understandings 1 Access to the project site(s)or other land upon which GAI is to conduct any field work will be available to GAI personnel in a timely manner 2 Client has provided all its requirements for GAI's scope of services and all criteria and/or specifications that GAI should utilize at the time this Proposal is authorized This includes any requirement for any statement of professional opinion or certification 3 Client has provided all available information pertinent to GAI's scope of services, including previous reports/drawings, utility information, etc at the time this Proposal is authorized Unless otherwise noted, GAI may rely upon such information 4 Client will give GAI prompt notice whenever it observes or otherwise becomes aware of any development that affects the scope or timing of GAI's performance 5 Client will examine and provide comments and/or decisions with respect to any GAI interim or final deliverables within a period mutually agreed upon 6. PURSUANT TO FLORIDA STATUTE 558.0035(1)(C), TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AGREES THAT AN INDIVIDUAL gal consultants 4 transforming Ideas Into realltye ©2016 GAI Consultants Mr James Kinzler Page 6 March 17,2016 GAI Project No A150493 00 EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. Please do not hesitate to contact me at 321-319-3057 if you have any questions or wish to discuss this Proposal If this Proposal is acceptable, please sign where indicated below and return one copy for our file This also will serve as authorization for GAI to proceed GAI's performance of the Scope of Services will be governed by the GAI Standard Terms and Conditions for Professional Services, Sincerely, REQUESTED AND AUTHORIZED BY GA Consultants, Inc. City of Clermont lei it BY 1- - / ', / Frank Bellomo, PLA PRINTED NAME Gad L I 4soSenior Director of Landscape Architecture ' 4 f 4 1111* MayorDATE j� 1n 4 Robert chanck, P E 'r p� j� Director of Engineering FB/RAS/shw Attachment Exhibit A-GAI Standard Terms and Conditions for Professional Services gal consultants 4transforming Ideas Into reality. ©2016 GAl Consultants Mr James Kinzler March 17, 2016 GAI Project No A150493 00 EXHIBIT A GAI Standard Terms and Conditions for Professional Services • gai consultants transforming Ideas Into reality® ©2016 GAI Consultants EXHIBIT A GAI Consultants,Inc Standard Terms and Conditions For Professional Services I Scope of Services and Extent of Agreement-GAI shall perform the third party certification requirement(s),standards or budget Services as descnbed in GAI's Proposal to which these Terms and limitation(s) Conditions are attached for the specified Project,incorporated herein B Assist GAI by placing at its disposal all available information by reference pertinent to the Project and/or GAI's services including the No modification or changes to these Terms and Conditions may be actual or suspected presence of hazardous waste,matenals or made except by written instrument signed by the parties CLIENT conditions at or beneath the Project site,record("As Built') acknowledges that he/she/it has read these Terms and Conditions, drawings,surveys,previous reports,exploration logs of understands them,agrees to be bound by them,and further agrees adjacent structures and any other data relative to the Project that they are the complete and exclusive statement of the Unless otherwise noted,GAI may rely upon such information AGREEMENT between the parties,superseding all proposals,oral or C Upon identification by GAI and approval by CLIENT of the wntten understandings,or other pnor agreements other than those necessity and scope of information required,furnish GAI with above referred to and all other communications between the parties data,reports,surveys,and other matenals and information relating to the subject matter thereof required for this Project,all of which GAI may rely upon in 2 Compensation—GAI hereby agrees to accept and CLIENT agrees to performing its services,except those included in GAI's scope of pay the compensation on either a time(hourly)and expense basis in services accordance with GAI's rates in effect at the time of performance,or D Guarantee access to the property and make all provisions for lump sum basis as set forth in GAI's Proposal to perform the GAI to enter upon public and pnvate lands and dear all Services exploration location(s)for buned utilities/piping/strucures as If GAI's services are performed on an HOURLY BASIS,GAI will be required for GAI to perform its services under these Terms and paid for all time rendered to the project,including project scoping by Conditions professional,technical,and dencal personnel in accordance with the E Examine all studies,reports,sketches,opinions of the attached Hourly Rate Schedule Time required for personnel of GAI construction costs,specifications,drawings,proposals and to travel between GAI's office and the Site(or any other destination other documents presented by GAI to CLIENT and promptly applicable to the project)is charged in accordance with the rates render in wnting the decisions pertaining thereto within a shown in the attached Hourly Rate Schedule If overtime for non- penod mutually agreed upon exempt personnel(as defined by statute)is required,the overtime F Designate in writing a person to act as CLIENT'S representative rate charged will be 1 20 times the invoice rate shown on the with respect to the services to be rendered under these Terms attached Hourly Rate Schedule and Conditions Such person shall have complete authonty to 3 Invoicing/Payment transmit instructions,receive information,interpret and define A GAI will submit invoices periodically,but not more frequently CLIENT's policies and decisions with respect to materials, than every two weeks,for Project services performed dunng equipment,elements and systems pertinent to GAI's services the penod or upon completion of the Project,whichever is G Give prompt written notice to GAI whenever CLIENT observes earlier or otherwise becomes aware of any development that affects B Invoices are due and payable in U 5 dollars within 30 days the scope or timing of GAPS services,or any defect in the from date of invoice All charges not paid within 30 days are Project or work of Contractor(s) subject to a service charge of 1-1/2 percent per month or a H Furnish approvals and permits from all governmental fraction thereof,plus all costs and expenses of collection, authonties having junsdiction over the Project and such including without limitation,attorneys'fees In addition to the approvals and consents from others as may be necessary for foregoing,should CLIENT fail to pay any invoice within 45 days completion of the Project of the invoice date,GAI may,in its sole discretion,upon 3 days I Furnish such legal and insurance counseling services as CLIENT wntten notice to CLIENT,stop work and recover from CLIENT may require for the Project payment for all services performed pnor to the work stoppage, plus all amounts for interest,penalties and attorney's fees that 6 Schedule/Delays—GAI shall commence performance upon receipt of may be recoverable under applicable law,including without the CLIENT's wntten authonzation to proceed and shall perform its limitation,prompt payment and/or lien laws GAI will resume professional services in accordance with the schedule set forth in its performance once CLIENT pays all outstanding amounts due Proposal,provided however,the performance of these Terms and plus any advance payment(s)or other secunty im GAI's sole Conditions,except for the CLIENTs payment of money for services discretion deemed necessary by GAI already rendered,shall be excused in the event performance of C CLIENT will be invoiced for external expenses,such as travel, these Terms and Conditions is prevented or delays are occasioned by lodging,sub-contracted services,etc,at direct cost plus a 10% factors beyond beenAI's foreseenontrol,oaty e factorsimwhich h bit not handling and administrative fee reasonably have the time this Exhibit A was prepared and executed The delayed party's performance shall be D Payments shall include the GAI invoice number and be mailed extended by the penod of delay plus a reasonable penod to restart to the address on the proposal,to the attention of Accounts operations Receivable 7 Document Ownership,and Reuse 4 Changes—CLIENT and GAI may make additions to the scope of work A All reports,drawings,specifications,manuals,learning and by wntten Change Order CLIENT may omit work previously ordered audio/visual matenals,bonng logs,field data,laboratory test by wntten instructions to GAI The provisions of these Terms and data,calculations,estimates,and other documents(collectively Conditions,with appropriate changes in GAI's Compensation and "Work Product')prepared by GAI are instruments of service Project Schedule,shall apply to all additions and omissions shall remain the property of GAI Unless otherwise notified by 5 CLIENT Responsibilities—CLIENT represents,with the intent that CLIENT,GAI will retain all pertinent records relating to the GAI rely thereon,that it has sufficient financial resources to pay GAI Services performed for a penod of two(2)years following as agreed to in these Terms and Conditions and,as applicable and submission of the report,design documents or other project necessary for GAI to perform its services,CLIENT will deliverables,dunng which penod the records will be made A Provide all cntena and full information as to its requirements for available at GAI's office to the CLIENT at reasonable times GAI's services,including design or study objectives,constraints, B Any reuse of the Work Product described above without wntten • gal consultants transforming Ideas Into realigy. Rev 1/2015 1 of 3 EXHIBIT A GAI Consultants,Inc. Standard Terms and Conditions For Professional Services venfication or adaptation by GAI,as appropnate,for the their services or work,or 4)For defects in their work specific purpose intended,will be at CLIENT's sole nsk and 10 Indemnity without liability or legal exposure to GAI CLIENT shall —Subject ando the Limitations)of Liability provision(s)andhold indemnify and hold harmless GAI from all dams,damages, below sin CLIArtiENT, ,11 12,officers,GeI directors,agreeto nindemnify hold losses and expenses including attorneys'fees ansing out of or harmless a CLIENT,all andcla its, uits, and employees from or and resulting there from Any future venfication or adaptation of equitableagainstany expenses suits,liability,g reasonabledamages,injunctive fee or such Work Product will entitle GAI to further compensation at therloss relief, tiv ey"L i"Losses") totheextent attorneys'usedby fees,or rates to be agreed upon by CLIENT and GAI other loss(collectively"Losses")to extent caused GAI's negligent performance of Services under these Terms and C Unless specified otherwise in GAI's Proposal,GAI will dispose of Conditions all matenals and samples obtained in the investigation portion 11 Limitation of Liability—In the event of any loss,damage,claim or of the project 90 days after completion of the report Further expense to CLIENT resulting from GAI's performance or non- storage or transfer of samples will be made at CLIENTs expense performance of the professional services authorized under these Terms and Conditions,GAI's liability whether based on any legal D CLIENT recognizes that site conditions where samples and data theory of contract,tort including negligence,strict liability or are gathered do vary with time and that particularly subsurface otherwise under these Terms and Conditions for professional acts, conditions may differ from those encountered at the time and errors,or omissions shall be limited to the extent any such dams, location where explorations or investigations are made and, damages,losses or expenses result from the negligent act,errors or therefore,the data,interpretations,and recommendations of omissions of GAI or its employees occurring dunng performance GAI are based solely on the information available at the time of under these Terms and Conditions The total cumulative liability of the investigation GAI shall not be responsible for the GAI ansing out of professional acts,errors,or omissions shall not interpretation by others of the information it develops exceed the greater of$50,000 or two times the total compensation 8 Standard of Performance—GAI will perform its Services with that GAI receives from CLIENT under these Terms and Conditions GAI's level of care and skill ordinanly exercised by other professionals aggregate liability for all other acts,errors,or omissions shall be practicing in the same discipline(s),under similar circumstances and limited to the coverage and amounts of insurance specified in Article at the time and place where the Services are performed,and makes 9,above The limitations stated above shall not apply to the extent no warranty,express or implied,including the implied by law any damages are proximately caused by the willful misconduct of warranties of MERCHANTABILITY AND FITNESS FOR A PARTICULAR GAI and its employees PURPOSE 12 Disclaimer of Consequential Damages—Notwithstanding anything to 9 Insurance the contrary in these Terms and Conditions,neither party shall have any liability to the other party for indirect,consequential or special A GAI shall procure and maintain such insurance as is required by damages including,but not limited to,liability or damages for delays law as of the date first wntten above and dunng the of any nature,loss of anticipated revenues or profits,increased cost performance of the Agreement,and subject to the terms and of operations or costs of shutdown or startup whether such damages conditions of the policies,keep in force the following insurance are based on contract,tort including negligence,stnct liability or Worker's Compensation Insurance with other State's otherwise endorsement,including Employer's Liability Insurance for its 13 Probable Construction Cost Estimates—Where applicable,statements employees in the amount of$500,000,Comprehensive General concerning probable construction cost and detailed cost estimates Liability Insurance,including Protective and Completed prepared by GAI represent its judgment as a professional familiar Operations,covenng bodily injuries with limits of$1,000,000 with the construction industry It is recognized,however,that neither per occurrence,and property damage with limits of$1,000,000 GAI nor CLIENT has any control over the cost of labor,materials or per occurrence,Comprehensive Automobile Liability Insurance, equipment,over the contractors'methods of determining bid prices, including operation of owned,non-owned and hired or over competitive bidding or market conditions Accordingly,GAI automobiles,with combined single limits for bodily injury and cannot and does not guarantee that bids,proposals,or actual costs property damage of$1,000,000 per occurrence,Excess will not vary from any statement of probable construction cost or Umbrella Liability Insurance with limits of$1,000,000 in the other cost estimate prepared by it aggregate 14 Confidentiality/Non-Disclosure—GAI shall not disclose,or permit B If CLIENT requires additional types or amounts of insurance disclosure of any information developed in connection with its coverage,GAI,if specifically directed by CLIENT,will purchase performance under these Terms and Conditions or received from additional insurance(if procurable)at CLIENTs expense, but CLIENT or the PROJECT OWNER,or their affiliates,subcontractors, GAI shall not be responsible for property damage from any or agents designated by CLIENT as confidential,except to GAI's cause,including fire and explosion,beyond the amounts and employees and subcontractors who need such information in order to coverage of GAI's insurance specified above properly execute the services of these Terms and Conditions,and C CLIENT will require that any Contractor(s)performing work in shall require any such of its employees and subcontractors and their connection with GAI's Services will name GAI as an additional employees not to disclose or permit disclosure of any of such insured on their insurance policies In addition,in any hold- information,without the pnor wntten consent of CLIENT The harmless agreements between CLIENT or Owner and any foregoing shall not prohibit GAI from disclosing information in contractor who may perform work in connection with any response to any Federal,State or local government directive or professional services rendered by GAI,CLIENT will require such judicial order,but in the event GAI receives or is threatened with contractor(s)to defend and indemnify GAI against third party such an order or has actual knowledge that such an order may be suits sought or be forthcoming,GAI shall immediately notify CLIENT and assist CLIENT in CLIENT's undertaking such lawful measures as it D It is agreed that GAI shall have no responsibility 1)To may desire to resist the issuance,enforcement and effect of such an supervise,manage,direct,or control CLIENT or its Contractors', order GAI's obligation to resist such an order and assist CLIENT and subcontractors'or their employees,2)For any of CLIENT's or the PROJECT OWNER is contingent upon GAI receiving further its contractors,subcontractors or agents or any of their compensation for such assistance plus all costs and expenses, employees'safety practices,policies,or compliance with including without limitation reasonable attorney's fees,incurred by applicable Federal,State and/or local safety and health laws, GAI rules or regulations,3)For the adequacy of their means, methods,techniques,sequencing or procedures of performing 15 Certifications—GAI shall not be required to execute any certification • gal consultants taaftorming Ideas Into month Rev 1/2015 2 of 3 EXHIBIT A GAI Consultants,Inc Standard Terms and Conditions For Professional Services with regard to work performed,tested,and/or observed under these state the basis for the termination The AGREEMENT shall Terms and Conditions unless not be terminated for cause if the breaching party cures A GAI concludes that it has performed,tested and/or observed or commences to cure the breach within the ten day sufficient work to provide a sufficient basis for it to issue the penod certification,and (2) In the event of the termination,other than caused by a B GAI believes that the work performed,tested or observed material breach of these Terms and Conditions by GAI, meets the certification criteria,and CLIENT shall pay GAI for the Services performed pnor to the termination notice date,and for any necessary C GAI gave its wntten approval of the certification's exact form services and expenses incurred in connection with before executing these Terms and Conditions termination of the project,including but not limited to,the Any certification by GAI shall be interpreted and construed as costs of completing analysis,records and reports an expression of professional opinion based upon the Services necessary to document job status at the time of performed by GAI,and does not constitute a warranty or termination and costs associated with termination or guaranty,either expressed or implied subcontractor and/or subconsultant contracts Such compensation shall be based upon the schedule of fees 16 Miscellaneous Terms of Agreement used by GAI A These Terms and Conditions shall be subject to,interpreted, (3) In the event CLIENT delays providing written and enforced according to the laws of the Commonwealth of authonzation to proceed within 45 days of the date of Pennsylvania without giving effect to its conflict of law GAI's Proposal or suspends GAI's performance for 45 days principles If any part of these Terms and Conditions shall be or more after authonzation has been given,GAI reserves held illegal,unenforceable,void,or voidable by any court of the nght,in its sole discretion,to revise its cost, competent junsdiction,each of the remainder of the provisions compensation and/or hourly rates to its then current rates shall nevertheless remain in full force and effect and shall in no pnor to resuming performance under these Terms and way be affected,impaired,or invalidated Conditions B Neither the CLIENT nor GAI may delegate,assign,sublet,or G All notices required to be sent hereunder shall be either hand transfer their duties or interest as descnbed in these Terms and delivered,with signed receipt of such hand delivery,or sent by Conditions and GAI's Proposal without the wntten consent of certified mail,return receipt requested the other party Both parties relinquish the power to assign and any attempted assignment by either party or by operation of H The paragraph headings in these Terms and Conditions are for law shall be null and void convenience of reference only and shall not be deemed to alter C These Terms and Conditions shall be binding upon the parties or affect the provisions hereof hereto,their heirs,executors,administrators,successors,and I Unless expressly stated to the contrary,the professional assignees In the event that a dispute should anse relating to services to be provided by GAI do not include meetings and the performance of the Services to be provided under these consultations in anticipation of litigation or arbitration or Terms and Conditions and GAI's Proposal,and should that attendance as an expert witness in any deposition,heanng,or dispute result in litigation,it is agreed that each party shall bear arbitration If requested,these services will be provided by an its own litigation expenses,including staff time,court costs, amendment to these Terms and Conditions,setting forth the attorneys'fees,and other daim-related expenses terms and rates of compensation to be received by GAI D CLIENT shall not assert any daim or suit against GAI after J Nothing herein shall be construed to give any nghts or benefits expiration of a Limitation Penod,defined as the shorter of(a) hereunder to anyone other than CLIENT,the PROJECT OWNER three(3)years from substantial completion of the particular if different than CLIENT and GAI GAI service(s)out of which the daim,damage or suit arose,or K GAI is an Equal Opportunity Employer GAI complies with the (b)the time penod of any statute of limitation or repose Office of Federal Contract Compliance Programs Affirmative provided by law Action Programs as outlined in 41 CFR 60-1 4(a)(b),41 CFR 60- In the event of any daim,suit or dispute between CLIENT and 250 5(a)(b),and 41 CFR 60-741 5(a)(b) GAI,CLIENT agrees to only pursue recovery from GAI and will not to seek recovery from,pursue or file any daim or suit, END OF TERMS AND CONDITIONS whether based on contract,tort including negligence,strict liability or otherwise against any director,officer,or employee of GAI E No modification or changes in the terms of this Agreement may be made except by wntten 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 wntten understandings,or other pnor 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 wntten 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 • gal consultants transforming Ideas Into reality. 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