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2016-41 ti Orlando Office T 407.423.8398 618 East South Street F 407.843.1070 Suite 700 gai consultants Orlando,Florida 32801 May 8, 2016 Revised May 13, 2016 Revised May 20, 2016 GAI Project No. A151186.01 Mr. James Kinzler, CPM, EA Assistant City Manager City of Clermont 685 West Montrose Street Clermont, Florida 34711 Proposal for Professional Services Victory Pointe Contract Documents 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 is completing the schematic design and preliminary engineering for Victory Pointe(previously named "The West Lake Wetland Park")and the City has requested a final proposal for construction documents, permitting, and minor bid phase support. Victory Pointe is a project that has been identified as being critical to the success of the future disposition of downtown. Approximately 14 acres in size, the project area is defined as area between the Clermont Historic Village and Lily's on the Lake to the east; the existing lumberyard to an area just east of the boat house on the west; an area south of Minneola Avenue on the south; and the Lake Minneola waterfront park on the north. Also included is Osceola Street from West Avenue to 7th Street. The extent of the project area is indicated on the attached"2016 Project Area Plan". The Scope of Work includes the completion of 100%contract documents and minor bid phase support services for the project. The services included herein are: ■ Survey of the approximately 6 acres of new project area described above and identified on the "Project Area Plan", indicating area topography and fixed improvements. ■ Environmental services indicating the extent of wetlands and any threatened and/or endangered species which may be located on site. • Final engineering design to include complete stormwater design plans, utility plans, grading and drainage, and roadway plans. Note: Osceola St. design plans will consist of the proposed storm sewer piping, trenching and bedding details, and pavement restoration. No streetscape elements are provided within this scope of services. • Lighting and electrical design for Victory Pointe Park. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 2 May 20,2016 A151186.01 • Structural design for the Minneola Avenue Bridge, the observation tower, and the previously described building at the waterfront. Note: The design of the various retaining walls for the storm water pond and filter marsh will be provided by the contractor. • Architectural services for the design of a building to house restrooms and a small office along with outdoor covered stage at the waterfront. • Landscape Architectural design including all public hardscape and landscape areas including: • A terraced,functioning, stormwater filter marsh. • Perimeter pedestrian walkways, boardwalks, open spaces, hardscape/plaza/event space and overlook tower at the stormwater pond and filter marshes. • Hardscapes, pedestrian bridge, relocated South Lake Trail, beach(es), gathering plaza, seat wall(s)and the creation of a stream bed for runoff discharge, all at the Lake Minneola Waterfront. • Site furnishings selections and plan. • Site lighting fixture selections. Coordination with the project electrical engineer. • Aesthetic enhancements to the proposed Minneola Avenue bridge. • Determination of retaining wall aesthetics and construction techniques/materials for the stormwater pond and filter marshes. Coordination with the project structural engineer. • Low Impact Design (LID)concepts as a part of the overall stormwater system design. • Environmental Resource Permit through the St. Johns River Water Management District. 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 and the schematic design phase progression, GAI will perform the following described Scope of Services: Task 1 -Survey 1.1 Perform a survey of the project area as per Rule Chapter 5J-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. The additional survey will supplement the topographic information collected within the Schematic Phase. 0 2016 GAI Consultants. - - gaiconsultants.com Mr.James Kinzler,CPM,EA Page 3 May 20,2016 A151186.01 Task 2—Geotechnical Engineering 2.1 A geotechnical engineering report summarizing the field and laboratory services performed and providing an engineering analysis of the project area soil and groundwater conditions with regards to drainage, pavement and foundation design will be provided to the City by the GAI. The additional geotechnical engineer report will supplement the soil investigation provided within the Schematic Phase. The supplemental report will focus on pavement and foundation design along with providing groundwater table information for LID designs within the City streets. Task 3—Subsurface Utility Engineering (Add Alternate) 3.1 Completion of subsurface explorations of existing utilities to determine their locations and depths in order to accurately locate proposed project elements with minimal disruption and conflict. The location of these explorations will be determined once the schematic design phase is complete.A total of 20 subsurface utility exploratory borings are included as a part of this scope of services. If it is agreed that additional borings are required the work shall be considered an additional service to this agreement and will be completed for additional compensation to be determined at that time. Task 4—Design Development Documents (60% Construction Documents) This task includes advancing the construction plans from the approved Schematic Design Plans to a Design Development set of plans. 4.1 Using surveys, soils report, environmental report, and the reviewed schematic design plans, GAI will prepare design development plans and details sufficient to demonstrate size,type, and location of civil engineering site infrastructure elements. 4.2 Based upon the reviewed Schematic Design plans GAI will produce Design Development drawings to fix and describe the overall character of the project. This work will include the development of design plans indicating quantities, types, sizes, and materials of the surrounding paving, site furnishings, landscaping, irrigation, boardwalks and decking, retaining walls, site lighting fixtures, overlook, West Minneola Avenue pond crossing, and specialty features, if any, which may include planters or small structures. The plans will include dimensioned layout drawings (as needed) including the selection of materials, colors and patterns. This task also include 60%plans for the design and construction of the lakefront building as described above including necessary structural, electrical and mechanical design 4.3 Advance the utility coordination with all utility providers. 4.4 Coordinate and identify the locations for subsurface utility engineering work (ground penetrating radar and soft digs—to be provided by the City of Clermont)to identify potential conflicts with existing utilities. This information will be incorporated into the topographic survey. This task includes: • Review and evaluation of all utility maps received during the utility coordination efforts shown in task 4.3. • Reviewing the utility maps and the existing survey for discrepancies and omissions. • Updating the existing survey map with unidentified utilities. • Review of the proposed limits and potential utility impacts • Completion of a utility matrix spreadsheet to identify all utility crossings and the possibility of conflicts. ©2016 GAI Consultants. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 4 May 20,2016 A151186.01 • Reviewing the conflict matrix with the City to determine the necessity for further underground utility investigation. Includes recommendations from GAI on locations for requiring additional information. • Evaluating the completed underground utility investigation and updating the utility matrix. • Updating the existing survey based upon the information supplied in the underground utility investigation. • Final review and updates to the project plans based upon final utility coordination efforts. 4.5 Develop strategic approach and conduct pre-application meetings with the SJRWMD to discuss stormwater permitting requirements and the anticipated Environmental Resource Permit(ERP). This task includes: • Periodic meetings with the SJRWMD to provide progress updates and receive input on critical design elements and permitting requirements. • Detailed agendas and project updates will be provided prior to the meetings with the district. • Stormwater graphics, calculations, and models will be provided in presentable format for review and evaluation by the district. • Meetings will be followed with minutes outlining all critical discussions items and additional items to complete prior to our next meeting. 4.6 Lead and direct utility coordination meetings with utility providers to coordinate service to the proposed project. Discuss potential conflicts with their facilities and conflicts/crossings. 4.7 Lead design team meetings/conference calls as requested by the Client, providing assistance on any project related issues/items during the DD Phase. 4.8 Coordinate the GAI and sub-consultant design team for consistency of base drawings; incorporation of all disciplines most recent design into the civil engineering design development drawings and for team distribution and review to conclude this phase. Task 5—Final Construction Documents (100% Construction Drawings) This task includes advancing the construction plans from the Design Development Phase Plans to the final set of Construction Plans for permitting review and approval. 5.1 Based upon the approved Design Development plans, GAI will provide the required engineering design/calculations, CAD generated construction drawings, and CSI formatted specifications related to the project elements including grading, excavation and filling for utility systems, supply lines for potable and fire water systems, sanitary sewer service line(s), on-site stormwater drainage/collection system (including final storm sewer modeling), stormwater management facility design, horizontal and vertical control, vehicular pavement areas, on-site regulatory pavement markings and traffic signage, curb modifications, concrete and decorative sidewalks, and driveways. The plans will contain the following information: • Cover Sheet. • General Notes Sheets. • Stormwater Pollution Prevention Plan (SWPPP). • Site Demolition Plan. • Site Plan • Horizontal Control Plan. Signage and Marking Plan. ©2016 GAI Consultants. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 5 May 20,2016 A151186.01 • Paving, Grading, and Drainage Plan. • Hardscape Plans and Details. • Site Furnishings Plan and Details. • West Minneola Avenue Pond Crossing Plan. • Lighting and Electrical Plans. • Architectural Plans. • Structural Plans. • Utility Plans. • Landscape Plans and Details. • Irrigation Plans and Details. 5.2 Coordinate the location of electrical, site lighting, landscape area drains, sanitary sewer, and fire/domestic water connection points. 5.3 Develop a site demolition plan, including details and specifications(in the form of notes on the plans). This task does not include any environmental remediation design or consultation due to encountered environmental issues. 5.4 Prepare a required Stormwater Pollution Prevention Plan (SWPPP). 5.5 Lead and Direct final utility coordination efforts. 5.6 Lead and Direct up to two, one hour coordination meetings with the Utility Companies. 5.7 GAI will prepare a Utility Plan for the construction of a gravity sanitary sewer collection system and for providing potable water to the site. The Utility Plan will also finalize the location of the proposed Fire Hydrants for the site. 5.8 Attend design team meetings/conference calls, providing assistance with project related issues/items for a one hour meeting time allotment as requested by the Client. Approximately 220 hours is reserved for the CD Phase. 5.9 GAI will prepare a Quality Assurance/Quality Control (QA/QC)analysis on the plans and calculations to be submitted to the governing agencies including a final QA/QC of the construction plans for submittal for bidding by licensed general contractors. 5.10 GAI will prepare final construction documents and CSI formatted specifications related to the site landscape architecture including the landscape, hardscape, furnishings, site amenities and irrigation portions of the projects described in Task IV, Section 4.2, above. 5.11 The Construction Documents will include complete electrical circuiting and lighting plans, coordinated with the local electrical utility provider. The plans will include location of transformers, electrical panels and complete electrical distribution including any required power/electrical outlets. Lighting fixtures and area lights will be located and selected. Electrical services for Osceola Avenue will be limited to street lighting and conduit for future special event power requirements. 5.12 Structural plans will be completed as required by a Florida licensed engineer. 5.13 Architectural plans will be completed for the waterfront building. 5.14 The landscape plans and details will indicate specific locations for all proposed plant materials, identify all plant material by botanical and common name, specify quantities and sizes to be installed, and outline planting procedures to be followed and guarantees required. ©2016 GAI Consultants. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 6 May 20,2016 A151186.01 5.15 Provide complete plans and construction details for an electric automatic irrigation system including meter(s), backflow preventer(s), controllers, valves, spray heads, drip emitters and gear drive heads, and automatic shut-off(per Florida law). Coordinate with the project civil engineer regarding the irrigation Point of Connection, meter and backflow preventer locations, and meter size. 5.16 Site furnishings plans will indicate the location and installation requirements of trash receptacles, benches, bollards and any other furnishings indicated during the previous Schematic Design phase. 5.17 Coordinate with the Client and the project engineer and provide grading coordination including landscape areas. Coordinate the location, type and elevations of landscape area underdrains. 5.18 The project specifications shall be completed in standard C.S.I. format and prepared utilizing Microsoft Word software formatted for 8 'A"x 11" printing. The City will provide GAI with their standard"front-end"contract documents for review to assure that the specifications do not conflict with the City's standard contract language. 5.19 Provide a set of PDF and reproducible drawings and specifications for construction. Task 6—Permitting This task includes permitting the construction plans through the various agencies for approval for construction. 6.1 Conduct one site assessment to evaluate the presence of threatened and endangered species, critical habitat, natural communities, and the ground truth the location, landward extent, and quality of potentially jurisdictional wetlands. This additional site assessment will supplement the site assessment provided in the Schematic Phase. This additional site assessment is based on the additional beach area added to the project scope. 6.2 Field flag the landward extent of wetlands 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. This additional wetland flagging will supplement the wetland flagging provided in the Schematic Phase. This additional wetland flagging is based on the additional beach area added to the project scope. 6.3 Prepare an Ecological Assessment Report for inclusion in the Environmental Resource Permit application which will include the following information pertinent to the project site: • Existing site conditions (including a FLUCCS map). • Approximate landward extent of wetlands. • Potential for occurrence of listed plant and animal species, including wetland dependent animal species. • Projected wetland or surface water impacts and analysis of proposed wetland impacts utilizing the Unified Mitigation Assessment Methodology(UMAM)and/or Wetland Rapid Assessment Process(WRAP), if necessary. • A discussion of secondary and cumulative impacts associated with the project. • A discussion of avoidance and minimization of wetland or surface water impacts associated with the project(alternate site plans must be prepared if required by the agencies). ©2016 GAI Consultants. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 7 May 20,2016 A151186.01 • Proposed use of an approved mitigation bank to off-set projected wetland impacts, if necessary. 6.4 Participate in pre-application conference with the St. Johns River Water Management District to present the final stormwater permitting package. The final stormwater package will include: • Stormwater Management Report, including the following supporting information: • Narrative describing the project and the stormwater system design • Stormwater Graphics—Existing Condition Maps (Aerial to show existing impervious area and historic developments), Basin Maps, Storm Sewer System Layout, Modeling Maps, 100 Year Flood Compensation Maps, Stormwater Stage vs. Storage Maps and details, Future Development Maps, Off Site Compensation Maps, Supporting graphics for Environmental Engineering Permits (SJRWMD, FDEP, and the State), Lake Minneola Staging Graphic • Stormwater Calculations—Treatment Volume, Orifice Recovery Analysis, Stormwater Recovery Analysis, Stormwater Modeling (ADICPR), 100 Year Flood Calculations, Pollutant Removal Calculations, Off Site Compensation Calculations, Future Development Calculations. • Property Ownership and applicant supporting documentation. • Standard Stormwater Graphics—Existing Conditions Map, Aerial Map, Soils Map, FEMA Flood Map, Location Map, and USGS Topo Map. • Final Construction Documents • Supporting documentation from Geotechnical Engineer, Environmental Engineer, and Surveyor 6.5 GAI will prepare and submit an Environmental Resource Permit(ERP)through the District for the on-site improvements. Prepare responses to Requests for Additional Information (RAI)from the District. Note that permit fees are to be provided by the applicant. This task includes: • Meetings with the district to discuss the final package and their RAI comments • Revising the above noted stormwater management package based upon comments and direction from the district. • Submitting the revised package for additional review and permitting. 6.6 Schedule and lead site reviews with representatives of the District for review and verification of the landward extent of jurisdictional wetland limits. 6.7 Prepare and submit a letter of determination to the Florida Department of Environmental (FDEP) for the removal and replacement of the existing sanitary sewer system within Minneola Avenue. Note: It is anticipated that the project is exempt from permitting. 6.8 Prepare and submit a letter of determination to the Florida Department of Environmental (FDEP) for the removal and replacement of the existing potable watermain within Minneola Avenue. Note: It is anticipated that the project is exempt from permitting. 6.9 If required, GAI will prepare, submit for, and receive approval from the Florida Department of Environmental (FDEP)for the removal and replacement of the existing sanitary sewer within Minneola Avenue. Note: If required, permit fees are to be provided by the City. 6.10 If required, GAI will prepare, submit for, and receive approval from the Florida Department of Environmental (FDEP)for the removal and replacement of the existing sanitary sewer within Minneola Avenue. Note: If required, permit fees are to be provided by the City. ©2016 GAI Consultants. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 8 May 20,2016 A151186.01 6.11 Provide the construction drawings and specifications to the City for their submission of a construction permit. Note: This tasks assumes that the City is handling all permitting internally. GAI is not expected to receive significant comments and is not required to provide significant effort to permit the project through the City of Clermont. Any revisions to the construction plans during the permitting process through the City of Clermont will be provided on an hourly basis. 6.12 Prepare a required FDEP and NPDES permit package including a required SWPPP for the Contractor's submittal. I C.(; ti: (,Ify) F-1, SJRWMD Environmental Resource Permit = $5,610 FDEP NPDES Permitting = $400 Task 7—Bidding Phase Services 7.1 Based on the engineers opinion of probable construction costs developed in the design phase, GAI will provide a schedule of values form to incorporate into the Bid Documents. The Bid tabulation will include a quantity take-off by GAI, and a separate column for the contractor to fill in quantities for verification. FDOT pay-items will be utilized where applicable. 7.2 GAI will attend the pre-bid conference, answering any questions which may arise during the bidding process, will prepare any addenda that may be necessary(for distribution by the City), will attend the bid opening, and will assist the City in the review of the bids received. Task 8—Bidding Phase Services—Allowance—Add Alternate 8.1 Review City provided bid documents such as: bid invitation, instructions to bid, contract forms, bid bond forms, general conditions, supplemental general conditions, construction administration procedures, etc. 8.2 Support the City in compiling Unified Bid Packages to potential bidders for pick-up at the City of Clermont. The fees for bid packages (to be paid for by potential contractors)will be determined by Clermont based on reproduction, number of reports, etc. Advertising for bids will be performed and coordinated by the City (Fees for major reproduction of bid packages are not included in this proposal). 8.3 Meet with the City to develop an appropriate agenda for the City led pre-bid meeting. 8.4 Support the City in Contractor Prequalification (if the City chooses to utilize this technique). A prequalification process will allow the City to select three (3)or more contractors with demonstrated experience in similar situations. GAI will support in the selection and scoring to confirm that the contractors are uniquely qualified for construction projects of similar nature. The benefits of this process are as follows: • Uniquely qualified contractor with specific relevant experience (such as Historic City Infrastructure retrofit, Lakefront, Stormwater, Environmental Parks, etc). • Prequalified contractors are selected based on experience, then compete on fees using traditional low-bid process. • Greater likelihood of consistent bids with similar assumptions by the contractors,which will prevent the City from wide bid spreads, reducing change orders during construction. 8.5 Assist the City with Contractor Stipend (if the City chooses to utilize this technique). The Contractor Stipend process allows for the selected contractor to participate in the engineering 0 2016 GAI Consultants. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 9 May 20,2016 A151186.01 refinement and crucial implementation of the project for a relatively small consultation fee. Our experience on projects of similar complexity is that each contractor will approach the construction process, materials requirements and where the resulting opportunities may be to save time or cost. Valuable information as to the constructability, phasing or staging, and other construction issue/challenges can be identified that would typically not be discussed in a hard bid process. The benefits of this process are as follows: • Change order control due to contractor's participation prior to construction • Identifying and close contract document ambiguities • Construction documents will receive a constructability review by three(3)separate contractors. • Time and money saving construction alternatives, means, and methods will be identified • Relationship building with the City and design team • Contractor product knowledge • Value engineering 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: • Revise drawings, specifications 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 • Significant changes to the overall project size • Conduct quantitative population surveys for any on-site protected plant and/or animal species. • Develop management plans for any on-site protected plant and/or animal species. • Develop and/or implement mitigation plans for any wetland impacts (beyond the use of a mitigation bank)or on-site protected plant and/or animal species. • Provide additional subsurface utility explorations beyond those included in the scope above. • Additional Meetings • Maintenance of Traffic Plans. It is anticipated that MOT plans will be provided by the contractor. • FDEP water and sanitary permitting (outside of the Minneola Avenue utility adjustments and services for the pavilion). • Lift Station/Pumping station or force main design 0 2016 GAI Consultants. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 10 May 20,2016 A151186.01 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 and deliver the project deliverable 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 and Hourly 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. Task I Description Method of Payment Total 1 Survey Lump Sum $15,500 2 Geotechnical Engineering Allowance $15,000 3 Subsurface Utility Engineering Add Alternate Hourly Allowance $20,000 (Not Included in Below Total) 4 Design Development Documents Lump Sum $175,410 5 Final Construction Documents Lump Sum $201,695 6 Permitting Lump Sum $67,980 7 Bidding Phase Services Hourly NTE $10,570 8 Bidding Phase Services Add Alternate Hourly Allowance $31,500 (Not Included in Below Total) Total (not including add alternates and reimbursables) $486,155 Sub-Consultants The following sub-consultant firms are proposed for the project: • Geotechnical Engineer - Andreyev Engineering • Electrical and Lighting - Clear Engineering LLC • Structural Engineering - TLC Engineering • Architecture - Powell Studio Architects Reimbursable Expenses Reimbursable expenses may include in-house and out-of-house projected costs required to perform and deliver the survey, ecological assessment and 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$6,000. Reimbursable expenses will be invoiced separately on an actual cost basis. ©2016 GAI Consultants. gaiconsultants.com Mr.James Kinzler,CPM,EA Page 11 May 20,2016 A151186.01 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. 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. All exploration locations will be marked and cleared by the Client for the existence of buried utility/piping structures. 3. 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. 4. Client has provided all available information pertinent to GAI's scope of services, including previous reports/drawings; utility information;topo information, etc. at the time this Proposal is authorized. Unless otherwise noted, GAI may rely upon such information. 5. 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. 6. Client will examine and provide comments and/or decisions with respect to any GAI interim or final deliverables within a period mutually agreed upon. 7. Any of Client's other consultant(s)/contractor(s)will cooperate and coordinate with GAI in a timely and efficient manner. 8. GAI's proposed compensation and schedule are based on receipt of authorization to proceed within thirty(30)calendar days of the date of this Proposal. GAI reserves the right to adjust its compensation if authorization to proceed is not received within thirty(30)calendar days. Please do not hesitate to contact me at 407.423.8398 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, attached hereto as Exhibit A and incorporated herein by reference. ©2016 GAI Consultants: gaiconsultants.com Mr.James Kinzler,CPM,EA Page 12 May 20,2016 A151186.01 Sincerely, REQUESTED AND AUTHORIZED BY: GAI Consultants, Inc. City of Clermont BY:..... ;‘eeene41110,/ - PRINTED NAME: / /f /�, Ro•-rt A. Schanck, PE d� /`1 Vice President I Sr. Director of Engineering TITLE: n ®I/ / DATE: c),..t/oI I 7) 9D l VJ Frank Bellomo, PLA Senior Director, Landscape Architecture RAS/FB/atd Attachments: Exhibit A-GAI Standard Terms and Conditions for Professional Services Exhibit B- Proposed Project Area ©2016 GAI Consultants. gaiconsultants.com May 13,2016 A151186.01 EXHIBIT A- GAI Standard Terms and Conditions for Professional Services • ©2016 GAI Consultants. gaiconsultants.com 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 described 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,materials 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 written understandings,or other prior 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 materials 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 private lands and clear all Services. exploration location(s)for buried utilities/piping/structures 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 clerical 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 writing the decisions pertaining thereto within a shown in the attached Hourly Rate Schedule.If overtime for non- period 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 1.50 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 authority 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 during equipment,elements and systems pertinent to GAI's services. the period 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.S.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, authorities having jurisdiction 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 written notice to CLIENT,stop work and recover from CLIENT payment for all services performed prior to the work stoppage, may require for the Project. 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 written authorization 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 security in GAI's sole Conditions,except for the CLIENT's payment of money for services discretion deemed necessary by GAL 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 GAPS control,or by factors which could not handling and administrative fee. reasonably have been foreseen at 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 period of delay plus a reasonable period to restart to 385 East Waterfront Drive,Homestead,PA,15120,to the operations. attention of Accounts 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 written Change Order.CLIENT may omit work previously ordered audio/visual materials,boring logs,field data,laboratory test by written 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 period 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,during which period the records will be made A. Provide all criteria 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, • gai consultants transforming Ideas Into reality. Rev.2/2016 Page 1 of 3 EXHIBIT A GAI Consultants,Inc. Standard Terms and Conditions For Professional Services B. Any reuse of the Work Product described above without written methods,techniques,sequencing or procedures of performing verification or adaptation by GAI,as appropriate,for the their services or work;or 4)For defects in their work. specific purpose intended,will be at CLIENT's sole risk and 10. Indemnity—Subject to the Limitation(s)of Liability provision(s) without liability or legal exposure to GAI.CLIENT shall below in Articles 11 and 12,GAI agrees to indemnify and hold indemnify and hold harmless GAI from all claims,damages, harmless CLIENT,and its officers,directors,and employees from and losses and expenses including attorneys'fees arising out of or against any and all claims,suits,liability,damages,injunctive or resulting there from.Any future verification or adaptation of equitable relief,expenses including reasonable attorneys'fees,or such Work Product will entitle GAI to further compensation at other loss(collectively"Losses")to the extent caused by GAI's rates to be agreed upon by CLIENT and GAI. negligent performance of Services under these Terms and C. Unless specified otherwise in GAI's Proposal,GAI will dispose of Conditions. all materials 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 performance of the professional services authorized under these expense. 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 claims, 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 during 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 arising 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 ordinarily 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 written above and during 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,strict 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,covering 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 prior written 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 CLIENTs 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, • gai consultants transforming ideas into reality. Rev.2/2016 Page 2 of 3 EXHIBIT A GAI Consultants,Inc. Standard Terms and Conditions For Professional Services 15. Certifications—GAI shall not be required to execute any certification mailed to the other party,which termination notice shall 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 period. 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 prior to the termination notice date,and for any necessary C. GAI gave its written 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 authorization 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 authorization has been given,GAI reserves held illegal,unenforceable,void,or voidable by any court of the right,in its sole discretion,to revise its cost, competent jurisdiction,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 prior 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 described in these Terms and delivered,with signed receipt of such hand delivery,or sent by Conditions and GAI's Proposal without the written 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 or affect the provisions hereof. C. These Terms and Conditions shall be binding upon the parties hereto,their heirs,executors,administrators,successors,and I. Unless expressly stated to the contrary,the professional assignees.In the event that a dispute should arise 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,hearing,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 claim related expenses. terms and rates of compensation to be received by GAI. D. CLIENT shall not assert any claim or suit against GAI after I. Nothing herein shall be construed to give any rights or benefits expiration of a Limitation Period,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 claim,damage or suit arose,or K. GAI is an Equal Opportunity Employer.GAI complies with the (b)the time period 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 claim,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 claim 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 written instrument signed by the parties. CLIENT acknowledges that they have read this AGREEMENT, understands it,agrees to be bound by its terms,and further agrees that it is the complete and exclusive statement of the AGREEMENT between the parties superseding all work orders, oral or written understandings,or other prior agreements other than those above referred to and all other communications between the parties relating to the subject matter thereof. F. Either the CLIENT or GAI may terminate or suspend performance of these Terms and Conditions without cause • upon thirty(30)days written notice delivered or mailed to the other party. (1) In the event of material breach of these Terms and Conditions,the party not breaching the AGREEMENT may terminate it upon ten(10)days written notice delivered or • gal consultants transforming ideas into reality. 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