HomeMy WebLinkAbout1299 Agreement Between Northpoint & Olsson Associates for Principal Engineering Services Horizons East Infratructure Improvements BILL NO. 2014-026 ORDINANCE NO. /C� 9?
AN ORDINANCE APPROVING AN AMENDMENT(S) TO THE AGREEMENT BETWEEN
NORTHPOINT DEVELOPMENT, LLC AND OLSSON ASSOCIATES, INC. FOR PRINCIPAL
ENGINEERING SERVICES IN CONNECTION WITH AND RELATED TO PUBLIC
INFRASTRUCTURE IMPROVEMENTS LOCATED IN HORIZONS EAST
WHEREAS, Briarcliff Realty, LLC ('Briarcliff Realty") and the City entered into that
certain Master Development Agreement dated May 10, 2011, as subsequently amended
("MDA"), to provide for the development of an approximately 260 acre tract of land within an
area known as Horizons East; and
WHEREAS, pursuant to Section 5.1 of the MDA, Briarcliff Realty selected Olsson
Associates, Inc. ("Olsson") as Principal Engineer for the Infrastructure Improvements (as such
terms are defined in the MDA) and the City approved such selection; and
WHEREAS, pursuant to Section 5.7 of the MDA, the Infrastructure Construction
Documents and/or Construction Plans shall be sealed by the Principal Engineer and shall
require that the Principal Engineer render a certificate upon the completion of the work required
thereby that said work has been completed in accordance with all Applicable Laws and
Requirements; and
WHEREAS, Briarcliff Realty changed its name to BR NorthPoint, LLC, and pursuant to
Section 12.5(b) of the MDA, assigned all its rights and obligations under the MDA, but not its
rights and obligations under the MDA First Amendment, to Briarcliff Horizons, LLC; and
WHEREAS, on or about February 13, 2012, Briarcliff Horizons, LLC, filed articles of
amendment with the Missouri Secretary of State changing its name to Riverside Horizons, LLC
("RH"); and
WHEREAS, in August 2012, RH, pursuant to Section 12.5(b) of the MDA, assigned all of
its duties and obligations to construct and complete the Infrastructure Improvements and other
public improvements as set forth in Section 3 of the MDA to Northpoint Development, LLC
("Northpoint'); and
WHEREAS, the City, and Northpoint are contemplating an amendment of the
specifications of certain Infrastructure Improvements, including the extensions of 415' Street and
43rd Street and related public infrastructure improvements in connection therewith, and desire to
confirm Olsson Associates for Principal Engineering services related to such amended
specifications of Infrastructure Improvements as required by the MDA; and
WHEREAS, after evaluation and analysis, Northpoint has recommended that an
Amendment(s) to the Agreement for Professional Services dated May 24, 2011, ("Services
Agreement'), in the form attached hereto and incorporated herein as Exhibit A, be entered into
with Olsson for the provision of services as such services are detailed within said Services
Agreement and which shall be consistent with the laws of the United States, the State of
Missouri, the City Code and the MDA; and
WHEREAS, the Board of Aldermen has determined that the approval by the City of the
Services Agreement referenced herein is in the best interests of the City as it fulfills a public
purpose, will further the growth of the City, facilitate the orderly development of the entire
Horizons site, improve the environment of the City, foster increased economic activity within the
City, increase employment opportunities within the City, enable the City to direct the
BILL NO. 2014-026 ORDINANCE NO.
development of the Horizons site, and is otherwise in the best interests of the City by furthering
the health, safety, and welfare of its residents and taxpayers.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1. SERVICES AGREEMENT APPROVED. The approval by the City of said
Amendment(s) to the Agreement for Professional Services dated May 24, 2011, attached hereto
as Exhibit A and incorporated herein, confirming Olsson as the Principal Engineer pursuant to
the MDA for the public Infrastructure Improvements referenced in the MDA, including but not
limited to those pubic infrastructure improvements delineated in Exhibit A, is in the best interest
of the City as it fulfills a public purpose, will further the growth of the City, facilitate the orderly
development of the entire Horizons site, improve the environment of the City, foster increased
economic activity within the City, increase employment opportunities within the City, enable the
City to direct the development of the Horizons site, and otherwise be in the best interests of the
City by furthering the health, safety, and welfare of its residents and taxpayers, and said
Services Agreement is hereby approved.
SECTION 2. SEVERABILITY CLAUSE. The provisions of this Ordinance are
severable and if any provision hereof is declared invalid, unconstitutional or unenforceable, such
determination shall not affect the validity of the remainder of this Ordinance.
SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect upon
and after its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, PASSED
AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside, Missouri, this qday of April, 2014.
R
'
Kkhleen L. Rose, Mayor
ATTEST- �
Robi�Littreli, City Clerk
Approved as to form:
Sp e ane Britt & Browne LLP
Speicial C nsel to the City
By Joe Bednar
BILL NO. 2074- 026 ORDINANCE NO.
EXHIBIT A
[SERVICES AGREEMENT]
LETTER AGREEMENT
AMENDMENT#2
This AMENDMENT ("Amendment") shall amend and become a part of the Letter Agreement for
Consulting Services between Briarcliff Horizons,LLC(now NorthPoint Development LLC pursuant
to an August 2012 Assignment and Assumption Agreement("NorthPoint"))and Olsson Associates
("Olsson") dated May 24, 2011 ("Agreement") pertaining to Olsson's service as the principal
engineer for the design and development of certain public improvements.
SCOPE OF SERVICES
Northpoint and Olsson hereby agree that Olsson's Scope of Services under the Agreement is
amended to include the following:
1. The terms and conditions of the Letter Agreement for Professional Services between Olsson
and NorthPoint dated September 24,2012,as amended,are incorporated herein and made
a part hereof.
2. The duties of the Principal Engineer, as specified in the Master Development Agreement
between the City of Riverside, Missouri and NorthPoint dated May 10, 2011, are
incorporated herein and made a part hereof.
3. The"projects"included in the Phase I Infrastructure that Olsson will certify for the City's final
acceptance and for final completion are as follows and more specifically defined in the
respective Certificates of Completion to include: (a)Street'A' (42nd Street); (b) Street 'E'
(43rd Street);(c)Canal and Lake Liners;(d)ConSpan Bridges;(e)Streets'C'&'D'(Linden
Street);(f)Mattox Road-41st Street to BNSF Right of Way;and(g)Street'B'(41st Street).
OLSSON ASSOCIATES, INC.
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By � �--� By
David Eickman, PE Sterling-P. Cramer, PE, LEED AP
By signing below, you acknowledge that you have full authority to bind Client to the terms of this
Amendment. If you accept this Amendment, please sign:
NORTHPOINT DEVELOPMENT, LLC
By
Signat
Printed Name adds(CmQ
Title C - C •0 . Dated: a ' 1'� "' ky
EXHIBIT A
EXHIBIT A-1: Letter Agreement for Professional Services, dated September 24, 2012
EXHIBIT A-2: Letter Agreement Amendment#2, dated February 2, 2014
EXHIBIT A-3: Third Amendment to Letter Agreement
EXHIBIT A-4: Agreement for Professional Services Construction Observation and
Certification, dated March 20, 2014
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LETTER AGREEMENT FOR
PROFESSIONAL SERVICES
September 24,2012
Brad Hammond
NorthPoint Development
6300 N. Revere Drive, Suite 225
Kansas City, Missouri 66151
Re: AGREEMENT FOR PROFESSIONAL SERVICES
Full Time Construction Observation
Horizons Public Streets and Pond Liner Installations
Riverside, Missouri
Dear Mr. Hammond:
It is our understanding that NorthPoint Development ("Client") requests Olsson Associates
("Olsson") to perform the following services pursuant to the terms of this Letter Agreement for
Professional Services, Olsson's General Provisions and any exhibits attached thereto
(hereinafter'the Agreement")for the Project.
1. Olsson has acquainted itself with the information provided by Client relative to the
Project and based upon such information offers to provide the services described below
for the Project. Client warrants that it ig either the legal owner of the property to be
improved by this Project or that Client is acting as the duly authorized agent of the legal
owner of such property. Client acknowledges that it has reviewed the General
Provisions (and any exhibits attached thereto), which are expressly made a part of and
Incorporated Into the Agreement by this reference. In the event of any conflict or
Inconsistency between this Agreement and the General Provisions regarding the
services to be performed by Olsson, the requirements of this Agreement shall take
precedence.
2. Olsson shall provide Client all Basic Services for the Project as more specifically
described in Exhibit A hereto. Should Client request work not described and Included In
the above Description of Basic Services, such as Additional Services, Olsson shall
Invoice Client for such services on the basis of attached unit fee schedule described In
Exhibit A hereto for services rendered by our principals and employees engaged directly
on the Project plus Reimbursable Expenses, unless otherwise agreed to by both parties.
Olsson shall not commence work on Additional Services without Clients prior approval
in writing.
Olsson agrees to provide all of its services in a timely, competent and professional
manner, in accordance with applicable standards of care, for projects of similar
geographic location,quality and scope.
281132-KS Page 1 of 3 133588.01
SCHEDULE FOR OLSSON'S SERVICES
3. Unless otherwise agreed, Olason would expect to begin performing its services under
the Agreement promptly upon your signing.
Anticipated Start Date: September 24,2012 Anticipated Completion Date: December 1.2012
Olsson will endeavor to start its services on the Anticipated Start Date and to complete
its services on the Anticipated Completion Date. However, the Anticipated Start Date,
the Anticipated Completion Date and any milestone dates are approximate only, and
Olsson reserves the right to readjust its schedule and any or all of those dates at its sole
discretion,for any reason, Including, but not limited to,delays caused by Client or delays
caused by third parties.
COMPENSATION
4. Client shall pay to Olsson for the performance of the Basic Services requested by Client
the actual time of personnel performing such Services at the professional and staff rates
set forth in Exhibit A, and all actual reimbursable expenses in accordance with the
Schedule contained in the General Provisions attached to this Letter Agreement. Olsson
shall submit invoices on a monthly basis, are due upon presentation and shall be
considered past due N not paid within 30 calendar days of the due date.
Olsson reserves the right for services provided on Saturday, Sunday, Holidays, or in
excess of 8 hours/day to be charged at 1.5 times the unit rate.
TERMS AND CONDITIONS OF SERVICE
5. We have discussed with you the risks, rewards and benefits of the Project and our fees
for services and the Agreement represents the entire understanding between Client and
Olsson with respect to the Project. The Agreement may only be modified in writing
signed by both parties.
6. If this proposal satisfactorily sets forth your understanding of our agreement, please sign
In the space provided below (indicating Client's designated Project representative if
different from the party signing). Retain a copy for your files and return an executed
original to Olsson. This proposal will be open for acceptance for a period of 30 days
from the date set forth above, unless changed by us in writing.
7. By signing below, you acknowledge that you have full authority to bind Client to the
terms of the Agreement.
OLSSON ASSOCIATES
By By
Curt H. Mader. PE Bryan ohns , PE
281132-KS Page 2 of 3 19-3888V
If you accept the preceding proposal and the Agreement,
please sign:
Northpoint Development"Client'
By
Title Dated:
If different from above,
Clients Designated Project Representative
G:\OASlandardsWGREEMENTSIKS\Letler AgreemenLDOC
261132-KS Page 3 013 19-3588.01
Exhibit"A"
Horizons Public Streets and Pond Liner Installations—Riverside, MO
Full Time Construction Observation
Scope of Service &Assumptions
Scope of Services
1. Perform full-time construction observation of construction operations, document the work
in accordance with the applicable construction contract documents and specifications,
and reject such work and materials that do not comply with the contract documents.
2. Perform field operations in accordance with accepted safety practices.
3. Provide guidance in the proper interpretation of the Plans and KCMO APWA
Specifications.
4. Determine if the work, in general, is proceeding in accordance with the Contract
Documents.
5. Keep a diary, log book, or daily record of the Contractors activities and progress,
weather conditions, changed conditions, daily activities and decisions.
6. Assist in the review of records as may be required by the City of Riverside, Missouri and
applicable to the project,which may Include contractor pay estimates,change orders,
and explanations of quantity variations.
7_ Report as necessary, any work that Is unsatisfactory, faulty, defective,does not conform
to the Contract Documents, or has been damaged, or does not meet the requirements of
any inspection,test, or approval required to be made.
8. Advise the City of work that OA believes should be corrected, rejected or should be
uncovered for observation, or requires special testing, inspection, or approval.
9. Attend project progress meetings as necessary.
10.Assist in obtaining from the City additional details or information,when required,for
proper execution of the work.
Assumptions and Exclusions
1. The scope of construction will be as identified in the Olsson Associates' Reissue plans
dated January 9,2012.
2. TOTAL estimated construction time of 10 weeks, beginning September 24, 2012 and
ending December 1,2012.
3. Construction Observer involvement of 8 to 10 hours per day(including drive time).
4. On site testing of concrete, soils and asphaltic concrete to be performed by others.
5. Rock and sand products for concrete will be accepted based on certificates of
compliance supplied by the contractor and/or the producer.
6. Manufactured items shall be accepted based on certificates of compliance, shop
drawings, catalog data,etc, where so indicated.
7. Shop Drawing review(s)to be performed by the design engineer.
8. SWPPP documentation and maintenance to be performed by the contractor.
9. Pay Estimates to be produced by the contractor.
10. Inspection activities will be performed on ten(10)Saturdays.
11.As-built surveys and/or as-built plan preparation are not included in this scope.
12.No video Inspections for completed storm sewer line—will be performed by others if
required.
13.All waterline bacteria and chlorine testing, flushing and pressure testing will be
performed by others.
14.All utility relocations and conflicts will be performed and remedied by others.
EA-1
Exhibit "A"
Horizons c/o NorthPoint Development (�OL550N
Full Time Construction Observation
ASSOCIATES
Horizons Public Streets and Pond Liner Installations
Estimate of Fee
+- ,a:wX - "`:; Employee Hourly Estimated Est.Contract
Type Rate Hours Amount
Pre-Construction Phase
Project Documentation/File Set-up
Diary Book/Coordination Inspector $ 80.00 8 A$ 32
Plan/Spec Review Sr.Engineer s 140.00 4
Phase Totals 12
Construction Phase
Daily Obsew./Documentation Inspector seal ht Time $ 80.00 400 Ins ector overtime $ 120.00 180 , .
Report Reviewrrechnical Assistance/PM Sr.Engineer $ 140.00 30 $ 4.200.00
Clerical Clerical $ 59.00 4 $ 236.00
Phase Totals 614 $ 56,036.00
Post-Construction Phase
Punch List,Remedial Work,Closeout. Inspector $ 80.00 40 $ 3200.00
Cetrication of Completion Sr.Engineer $ 140.00 8 $ 1,120.00
Clearical s 59.00 2 $ 118.00
Phase Totals s0 $ 4,438.00
TOTAL LABOR 676 $ 63,674.00
Expenses
Mileage 4,200 mi.@$0.555/mi. $ 2,331.00
Copies/Duplication 1 LS @$25 $ 25.00
On-Site/Lab Testing-By Others 1
TOTAL EXPENSES is 2,356.00
TOTAL ESTIMATED LABOR & EXPENSES $ 66,030.00
Construction Phase Assumptions Employee Type Hr.Rate
10 Weeks of Construction;6 days/week Sr.Engineer $ 140.00
Const.Observervation leer cantrsctor schedutel Inspector
Estimated 50 Week Days @ 9 hrs/day Asst.Engineer $ 730.00
50 Days @ 8 hrs/day=400 straight-time hrs Clerical s 59.00
50 days @2 hr/day=100 overtime hrs
Estimated 10 Saturdays @ 8 hr/day=80 overtime hrs
Expenses
70 round-trips p@ 60 mi/es=4,200 mi
FA-2
GENERAL PROVISIONS
arrange for performance by persons other than the prime
These General Provisions are attached to and made a part of a contractor and those services necessary to administer Client's
LETTER AGREEMENT, dated September 24, 2012 between contract(s).
NorthPoint Development ('Client") and Olsson Associates
("Olsson') for professional services in connection with the 2.2.9 Services in connection with staking out the work of
Horizons Public Streets and Pond Liner installations Contractor(s).
(hereinafter called the'Project').
2.2.10 Services during out-of--town travel other than visits to
SECTION 1—OLSSON's BASIC SERVICES the site.
See Letter Agreement and Exhibit"A' 2.2.11 Preparation of operating and maintenance manuals to
supplement Basic Services.
SECTION 2—ADDITIONAL SERVICES OF OLSSON
2.2.12 Services to redesign some or all of the Project.
2.1 Unless otherwise expressly included, Olssorl normal
and customary engineering services described here or in the 2.2.13 Preparing to serve or serving as a consultant or
LETTER AGREEMENT do not include the following categories witness or assisting Client with any litigation, arbitration or
of work which shall be referred to as Additional Services. other legal or administrative proceeding except where required
as part or Basic Services.
2.2. It Client and Olsson mutually agree to perform any of
the following Additional Services, Client will provide written 2.3 When required by the Agreement or Contract
approval of the agreed upon scope of services, and Olsson Documents in circumstances beyond Olsson's control, Olsson
shall perform or obtain from other; such services and will be shall perform or obtain from others any of the Following
paid therefore as provided in the LETTER AGREEMENT. Additional Services as circumstances require during
EITHER CLIENT or Olsson may elect not to perform all or any construction and without waiting for specific instructions from
of the following Additional Services without rause or Client, and Olsson will be paid therefore as.provided In the
explanation: Letter Agreement:
2.2.1 Preparation of applications and supporting documents 2.3.1 Services in connection with work directive changes
For governmental financial support of the Project in addition to and change orders to reflect the changes requested by Client if
those required under Basic Services; preparation or review of the resulting change in compensation for Basic Services is not
environmental studies and related services: and assistance in commensurate with the additional services rendered.
obtaining environmental approvals.
2.3.2 Services in making revisions to Drawings and
2.2.2 Services to make measured drawings of or to Specifications occasioned by the acceptance of substitutions
investigate existing conditions of facilities. proposed by Contractor(s); services after the award of each
contract in evaluating and determining the acceptability of an
2.2.3 Services resulting from significant changes in the unreasonable or excessive number of substitutions proposed
general scope, extent or character of the Project or major by Contractor; and evaluating an unreasonable or extensive
changes in documentation previously accepted by Client where number of claims submitted by Contractor(s) or others in
changes are due to causes beyond Olsson's control. connection with the work.
2.2.4 Providing renderings or models. 2.3.3 Services resulting from significant delays, changes or
price increases occurring as a direct or indirect result of
2.2.5 Preparing documents for alternate bids requested by material,equipment or energy shortages.
Client for work which is not executed or for out-of-sequence
work, 2.3.4 Additional or extended services during construction
made necessary by (1) work damage by fire or other causes
2.2.6 Detailed consideration of operations, maintenance during construction, (2) a significant amount of defective,
and overhead expenses; value engineering and the inefficient or neglected work by any Contractor, (3)
preparation of rate schedules, earnings and expense acceleration of the progress schedule Involving services
statements, cash flow and economic evaluations, feasibility beyond normal working hours,(4)default by any Contractor.
studies,appraisals and valuations.
2.2.7 Furnishing the services of independent professional
associates or consultants for work other than Basic Services.
2.2 8 If Olsson's compensation for Basic Services is not on
the basis of Direct Labor or Salary Costs, Additional Services
shall include services necessary due to the Clients
award of more than one prime contract for the Project,services
necessary due to the construction contract containing cost plus
or incentive-savings provisions,services necessary in order to
238772 Page 1 of 5 19-3868.01
SECTION 3—CUENT'S RESPONSIBILITIES
3.4.5 Furnish approvals and permits from all governmental
3.1. Client shall provide all criteria and full information as authorities having jurisdiction over the Project
to Client's requirements for the Project,designate and Identify
in writing a person to act with authority on Client's behalf in 3.4.6 If more than one prime contractor is to be awarded
respect of all aspects of the Project; examine and respond the contract for construction, designate a party to have
promptly to Olsson's submissions; and give prompt written responsibility and authority for coordinating the activities of the
notice to Olsson whenever Client observes or otherwise various prime contractors,
becomes aware of any defect in the Olsson's service.
3.5 Client shall pay all costs incident to obtaining bids or
3.2 Client agrees to pay Olsson the amounts due for proposals from Contractor(s).
services rendered and expenses within thirty (30) days after
Olsson has provided Its invoice for such services. In the event 3.6 Client shall pay all permit application review costs for
Client disputes any invoice Rem, Client shall give Olsson written government authorities having jurisdiction over the Project.
notice of such disputed item within fifteen(15)days after receipt
of such invoice and shall pay to Oisson the undisputed portion of 3.7 Contemporaneously with the execution of the
the invoice according to the provisions hereof. If Client fails to LETTER AGREEMENT, Client shall designate in writing an
pay any invoiced amounts when due, interest will accrue on individual to act as its duly authorized Project representative.
each unpaid amount at the rate of thirteen percent (13°k) per
annum from the date due until paid according to the previsions SECTION 4—MEANING OF TERMS
of this Master Agreement Interest shall not be charged on any
disputed invoice Item which is finally resolved in Client's favor. 4.1 As used herein, the term "this Agreement" refers to
Payment of interest shall not excuse or cure any default or delay these General Provisions,the LETTER AGREEMENT to which
in payment of amounts due. these General Provisions refer, and any other exhibits or
attachments made a part thereof as if they were part of one
3.2.1 If Client Fails to make any payment due Olsson for and the some document.
services and expenses within thirty (30) days after receipt of
Olsson's statement therefore, Olsson may, after giving seven 4.2 The "construction cost' of the entire Project (herein
days'written notice to Client,suspend services to Client under referred to as "Construction Cost") means the total cost to
this Agreement until Olsson has been paid In full all amounts Client of those portions of the entire Project designed and
due for services,expenses and charges, specified by Olsson, but it will not Include Olsson's
compensation and expenses,the cost of land,rightsof-way,or
3.3 Payments to Olsson shall not be withheld, postponed compensation for or damages to, properties unless this
or made contingent on the construction,completion or success Agreement so specifies, nor will It include Client's legal,
of the Project or upon receipt by the Client of offsetting accounting, insurance counseling or auditing services, or
reimbursements or credit from other parties who may have interest and financing charges incurred in connection with the
caused Additional Services or expenses. No withholdings, Project or the cost of other services to be provided by others to
deductions or offsets shall be made from Olsson's Client pursuant to Section 3.
compensation for any reason unless Olsson has been found to
be legally liable for such amounts. 4.3 The -Salary Costs': Used as a basis for payment
mean salaries and wages (basic and Incentive) paid to all
3.4 Client shall also do the following and pay all costs Olsson's personnel engaged directly on the Project, including.
Incident thereto: but not limited to, engineers, architects, surveyors, designers,
draftsmen,specification writers,estimators,other technical and
3.4.1 Furnish to Olsson any borings, probings and business personnel; plus the cost of customary and statutory
subsurface explorations, hydrographic surveys, laboratory benefits, including, but not limited to, social security
tests and inspections of samples, materials and equipment; contributions, unemployment, excise and payroll taxes,
appropriate professional interpretations of all of the foregoing; workers' compensation, health and retirement benefits, sick
environmental assessment and impact statements; property, leave,vacation and holiday pay and other group benefits.
boundary, easement, right-of-way, topographic and utility
surveys;property descriptions;zoning and deed restrictions;all 4.4 "Reimbursable Expenses: The expenses incurred by
of which Olsson may rely upon in performing services Olsson or Olsson's independent professional associates or
hereunder. consultants directly or indirectly in connection with the Project,
and shall be included in periodic billing as applicable as
3.4,2 Guarantee access to and make all provisions for follows:
Olsson to enter upon public and private property.
Classification Costs
3.4.3 Provide such legal, accounting, independent cost Suburbans and Pick-Ups $0.555/mile'
estimating and insurance counseling services as may be Duplication
required for the Project, any auditing service required in In-house Actual Cost
respect of Contractor(s)' applications for payment and any Outside Actual Cost+10`70
inspection services to determine if Contractor(s)are performing
the work legally.
34.4 Provide engineering surveys to establish reference
points for construction.
238772 Page 2 of 5 19-3868.01
Classification Costs prepared based on unverified information provided by others,
Meals Actual Cost Olsson makes no warranty of the accuracy or completeness of
Postage&Shipping the drawings.
Charges for Project
Related Materials Actual Cost SECTION S—TERMINATION
Film and Photo
Developing Actual Cost+10% 5.1 Either party may terminate this Agreement for cause
Telephone and upon giving the other party not less than seven (7) calendar
Fax Transmissions Actual Cost+10% days'written notice of default for any of the following reasons
Miscellaneous Materials provided,however, that the notified party shall have the same
&Supplies Applicable seven(7)calendar day period in which to cure the default:
only to this Project Actual Cost+10%
Subconsultants Actual Cost+10% 5.1.1 Substantial failure by the other party to perform in
accordance with the terns of this Agreement and through no
Rates consistent with the IRS Mileage Rale Reimbursement fault of the terminating party;
Guidelines(Subject to Change).
5.1.2 Assignment of this Agreement or transfer or the
4.5 "Certify" or"a Certification": A statement of Olsson's Project by either parry to any other entity without the prior
opinion, based on its observation of conditions, to the best of written consent of the other party;
Olsson's professional knowledge, information and belief. Such
statement of opinion does not constitute a warranty, either 5.1.3 Suspension of the Project or Olsson's services by the
express or implied. It is understood that Olsson's certification Client for more than ninety(90)calendar days,consecutive or
shall not relieve the Client or the Client's contractors of any in the aggregate;
responsibility or obligation they may have by industry custom
or under any contract. 5.1.4 Material changes in the conditions under which this
Agreement was entered into, the Scope of Services or the
4.6 'Cost Estimate": An opinion of probable construction nature of the Project, and the failure of the parties to reach
cost made by Olsson. In providing opinions of probable agreement on the compensation and schedule adjustments
construction cost, It is recognized that neither the Client nor necessitated by such changes.
Olsson has control over the costs of labor, equipment or
materials, or over the Contractor's methods of determining 5.2 In the event of a 'for rause termination of this
prices or bidding. The opinion of probable construction costs is Agreement by either party, the Client shall within fifteen (15)
based on Olsson's reasonable professional judgment and calendar days of termination pay Olsson for all services
experience and does not constitute a warranty, express or rendered and all reimbursable costs incurred by Olsson up to
implied,that the Contractor's bids or the negotiated price of the the date of termination, in accordance with the payment
work on the project will not vary from the Client's budget or provisions of this Agreement.
from any opinion of probable cost prepared by Olsson.
5.3 The Client may terminale this Agreement for the
4.7 "Day": A calendar day of 24 hours. The term"days" Ckent's convenience and without cause upon giving Olsson not
shall mean consecutive calendar days of 24 hours each, or less than seven(7)calendar days'written notice. In the event
fraction thereof of any termination that is not the fault of Olsson, the Client
shall pay Olsson, in addition to payment for services rendered
4.8 'Inspect" or 'Inspection": The visual observation of and reimbursable costs incurred, for all expenses reasonably
the Contractor's completed work to permit Olsson, as an incurred by Olsson in connection with the orderly termination of
experienced and qualified professional, to determine that the this Agreement, Including but not limited to demobilization,
inspected work, generally conforms to the Contract reassignment of personnel, associated overhead costs, any
Documents. Client understands and agrees that such visual fees, costs or expenses incurred by Olsson in preparing or
observations are discrete sampling procedures and that such negotiating any proposals submitted to Client for Olsson's
procedures indicate conditions that exist only at the locations Basic or Additional Services under this Agreement and all
and times the observations were performed. In making such other expenses directly resulting from the termination and a
visual observations. Olsson makes no guarantees for, and reasonable profit of not less than 10%of Olsson's actual costs
shall have no authority or control over, the Contractor's incurred.
performance or the Contractors failure to perform any work in
accordance with the Contract Documents. Olsson shall have SECTION 6—DISPUTE RESOLUTION
no responsibility for the means, methods, techniques,
sequences or procedures selected by the Contractor or for the 6.1. Mediation
Contractor's safety precautions and programs nor for failure by
the Contractor to comply with any laws or regulations relating 6.1.1 All questions in dispute under this Agreement shall be
to the performance or furnishing of any work by the Contractor. submitted to mediation. On the written notice of either parry to
the other of the election to submit any dispute under this
4.9 "Record Documents" Drawings prepared by Olsson Agreement to mediation, each party shall designate their
upon the completion of construction based upon the drawings representatives and shall meet within ten (10) days after the
and other data furnished to Olsson by the Contractor and service of the notice. The parties themselves shall then
others showing significant changes in the work on the project attempt to resolve the dispute within ten(10)days of meeting.
made during construction, Because Record Documents are
238772 Page 3 of 5 19.3866.01
6.1.2 Should the parties themselves be unable to agree on such documents are not intended or represented to be suitable
a resolution of the dispute,then the parties shall appoint a third for reuse by Client or others on extensions of the Project or on
party who shall be a competent and Impartial party and who any other project. Any reuse without written verification or
shall be acceptable to each parry,to mediate the dispute. Any adaptation by Olsson for the spedfic purpose intended will be
third party mediator shall be qualified to evaluate the at Client's sole risk and without liability or legal exposure to
performance of both of the parties, and shall be familiar with Olsson, or to Olsson's independent professional associates or
the design and construction progress. The third party shall consultants, and Client shall Indemnify and hold harmless
meet to hear the dispute within ten(10)days of their selection Olsson and Olsson's independent professional associates and
and shall attempt to resolve the dispute within fifteen(15)days consultants from all claims, damages, losses and expenses
of first meeting. including attorneys' fees arising out of or resulting therefrom.
Any such verification or adaptation will entitle Olsson to further
6.1.3 Each party shall pay the fees and expenses of the compensation at rates to be agreed upon by Client and
third party mediator and such costs shad be borne equally by Clinton.
both parties.
7.2 Electronic Files
6.2 Arbitration or Litigation
By accepting and utilizing any electronic file of any drawing,
6.2.1 Olsson and Client agree that from time to time, there report or data transmitted by Olsson, the Client agrees for
may be conflicts, disputes and/or disagreements between itself, its successors, assigns, insurers and all those claiming
them, arising out of or relating to the services of Olsson, the under or through it, that by using any of the information
Project or this Agreement (hereinafter collectively referred to contained in the attached electronic file, all users agree to be
as"Disputes`) which may not be resolved through mediation, bound by the following terms. All of the Information contained
Therefore. Olsson and Client agree that all Disputes, arising in any electronic file is the work product and instrument of
out of this Agreement or related to the services provided under service of Olsson, who shall be deemed the author, and shall
this Agreement shall be resolved by binding arbitration or retain all common law,statutory law and other rights,including
litigation at the sole discretion and choice of Olsson. If Olsson copyrights, unless the same have previously been transferred
chooses arbitration, the arbitration proceeding shall proceed in in writing to the Client The information contained in any
accordance with the Construction Industry Arbitration Rules of electronic file is provided for the convenience to the Client and
the AAA. is provided in 'as is' condition. The Client is aware that
6.2.2 Client hereby agrees that Olsson shall have the right differences may exist between the electronic files transferred
to include Client, by consolidation,joinder or other manner, in and the printed hard-copy original signed and stamped
any include
arbiClient,
on or litigation involving Other end n drawings or reports. In the event of a conflict between the
signed original documents prepared re Olsson and the
subconsultanl or subcontractor of Olsson or Olsson and any electronic files, which may al transferred, the signed and
other person or entity, regardless of who originally initiated sealed original documents shall govern. Olsson specifically
such proceedings.
disclaims all warranties, expressed or implied, including
6.2.3 If Olsson chooses arbitration or litigation,either may without limitation, and any warranty of merchantability or
fitness for a particular purpose with respect to any electronic
be commenced at any time prior to or ager completion of the
Project, provided that if arbitration or litigation is commenced files. It shall be Client's responsibility confirm the d that it
prior to the completion of the Project, the obligations of the of the information contained in the electronicbyfile and that it
parties under the terns of this Agreement shall not be altered accurately reflects the information needed by the Client. Client
by reason of the arbitration or litigation being conducted. Any shall not retransmit any electronic files,or any portion thereof,
arbitration hearings or litigation shall lake place in the County without Including this disclaimer as part of any such
and State he the project location, 11 in e p State of Olsson's transmissions. In addition, Client agrees, to the fullest extent
home office,Nebraska. permitted by law, to indemnify and hold harmless Clasen. its
officers,directors,employees and sub consultants against any
6.2.4 The prevailing party in any arbitration or litigation and all damages, liabilities, claims or costs, including
relating to any Dispute shall be entitled to recover from the reasonable attorney's and expert witness fees and defense
other party those reasonable attorney fees, costs and costs, arising from any changes made by anyone other than
expenses incurred by the prevailing parry in connection with Olsson or from any reuse of the electronic files without the
the Dispute. prior written consent of Olsson.
SECTION 7—MISCELLANEOUS 7.8 Opinions of Cost
7.1 Reuse of Documents Since Olsson has no control over the cost of labor, materials,
equipment or services furnished by others, or over the
All documents, including Drawings and Specifications prepared Contractor(s)' methods of determining prices, or over
or furnished by Olsson(and Olsson's independent professional competitive bidding or market conditions, Olsson's opinions of
probable Total Project Costs and Construction Cost provided
associates and consultants) pursuant to this Agreement, are
instruments of service in respect of the Project and Olsson for herein are to be made es the basis of est judgment
experience
shall retain an ownership and property interest therein whether and qualifications and represent professional
a hest judgment as an
or not the Project is completed. Client may make and retain experienced and quah6eu professional engineer, familiar with
the construction industry; but Olsson cannot and does not
copies for information and reference in connection with the use
and occupancy of the Project by Client and others; however, guarantee that proposals, bids or actual Total Project
Construction Costs will not vary from opinions of probable cost
238772 Page 4 of 5 19-3866.01
prepared by Olsson. If prior to the Bidding or Negotiating 7.7 Indemnity
Phase Client wishes greater assurance as to Total Project or
Construction Costs, Client shall employ an Independent cost Olsson and the Client mutually agree, to the fullest extent
estimator as provided in paragraph 3.4,3. Olsson's services to permitted by law, to Indemnify and hold each other harmless
modify the Contract Documents to Luing the Construction Cost from any and all damages, liabilities or costs, including
within any limitation established by Client will be considered reasonable attorneys' fees and defense costs, relating to
Additional Services and paid for as such by Client. personal injury or property damage and arising from their own
negligent acts, errors or omissions in the performance of their
7A Controlling Law and Venue services under this Agreement,but only to the extent that each
party is responsible for such damages, liabilities or costs on a
7.4.1 The parties agree that this Agreement and any legal comparative basis of fault.
actions concerning its validity, interpretation or performance
shall be governed by the laws of the State of Nebraska or the 7.8 Limitation on Damages
State of the project locale. It Is further agreed that any legal
action between the parties arising out of this Agreement or the 7.8.1 Notwithstanding any other provision of this
performance of services shall be brought in a court of Agreement, and to the fullest extent permitted by law, neither
competent jurisdiction in Nebraska or the project State locale. the Client nor Olsson, their respective officers, directors,
partners. employees, contractors or subconsuttants shall be
7.5 Subconsultants liable to the other or shall make any claim for any delay
damages, any punifive damages or any incidental, indirect or
Olsson may utilize as necessary In its discretion consequential damages arising out of or connected in any way
Subconsultents and other subcontractors. Olsson will be paid to the Project or to this AGREEMENT. This mutual waiver of
for all services rendered by its subconsultants and other delay damages and consequential damages shall include, but
subconsultants as set forth in this Agreement. is not limited to, disruptions, accelerations, inefficiencies,
increased construction costs, increased home office overhead,
7.6 Assignment loss of use, loss of profit,loss of business, loss of income,loss
of reputation or any other delay or consequential damages that
7.6.1 Client and Olsson each is hereby bound and the either party may have incurred from any cause of action
partners, successors, executors, administrators and legal including negligence, strict liability, breach of contract and
representatives of Client and Olsson (and to the extent breach of strict or implied warranty. Both the Client and
permitted by paragraph 7.6.2 the assigns of Client and Olsson) Olsson shall require similar waivers of consequential damages
are hereby bound to the other party to this Agreement and to protecting all the entitles or persons named herein in all
the partners, successors, executors, administrators and legal contracts and subcontracts with others involved in this Project.
representatives (and said assigns) of such other parry, in
respect of all covenants, agreements and obligations of this 7.8.2 Notwithstanding any other provision of this
Agreement. Agreement, Client agrees that, to the fullest extent permitted
by law, Olsson's total liability to the Client for any and all
7.6.2. Neither Client nor Olsson shall assign, sublet or injuries, claims, losses, expenses, damages, or rdaims
transfer any rights under or interest in (including, but without expenses of any kind arising from any services provided by or
limitation, moneys that may become due or moneys that are through Olsson under this Agreement, shall not exceed
due) this Agreement without the written consent of the other, $25,000. Client acknowledges that such causes include, but
except to the extent that any assignment, subletting or transfer are not limited to, Olsson's negligence,errors,omissions,strict
is mandated by law or the effect of this limitation may be liability,breach of contract or breach of warranty.
restricted by law. Unless specifically stated to the contrary in 7.9 Entire Agreement
any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or
responsibility under this Agreement. Nothing contained in this This Agreement supersedes all prior communications,
understandings and agreements, whether oral or written.
paragraph shall prevent Olsson from employing such
subconsullants and other subcontractors as Olsson may deem Amendments to this Agreement must be in writing and signed
appropriate to assist in the performance of services under this by the Client and Olsson.
Agreement.
7.6.3 Nothing under this Agreement shall be construed to O.\OASwnbrdsV.GREEMEN750C51Gwmt l°mvlsims.DOC
give any rights or benefits in this Agreement to anyone other
than Client and Olsson, and all duties and responsibilities
undertaken pursuant to this Agreement will be for the sole and
exclusive benefit of Client and Olsson and not for the benefit of
any other party. There are no third-party beneficiaries of this
Agreement.
238772 Page 5 of 19-3868.01
EXHIBIT A-2
LETTER AGREEMENT
AMENDMENT #2
This AMENDMENT ("Amendment") shall amend and become a part of the Letter Agreement for
Consulting Services between Briarcliff Horizons,LLC(now NorthPoint Development LLC pursuant
to an August 2012 Assignment and Assumption Agreement("NorthPoint"))and Olsson Associates
("Olsson") dated May 24, 2011 ("Agreement") pertaining to Olsson's service as the principal
engineer for the design and development of certain public improvements.
SCOPE OF SERVICES
Northpoint and Olsson hereby agree that Olsson's Scope of Services under the Agreement is
amended to include the following:
1. The terms and conditions of the Letter Agreementfor Professional Services between Olsson
and NorthPoint dated September 24,2012,as amended,are incorporated herein and made
a part hereof.
2. The duties of the Principal Engineer, as specified in the Master Development Agreement
between the City of Riverside, Missouri and NorthPoint dated May 10, 2011, are
incorporated herein and made a part hereof.
3. The"projects"included in the Phase I Infrastructure that Olsson will certify for the City's final
acceptance and for final completion are as follows and more specifically defined in the
respective Certificates of Completion to include: (a) Street'A' (42nd Street); (b)Street'E'
(43rd Street);(c)Canal and Lake Liners;(d)ConSpan Bridges;(e)Streets'C'&'D'(Linden
Street);(f)Mattox Road-41 st Street to BNSF Right of Way;and(g)Street'B'(41 st Street).
OLSSON ASSOCIATES, INC.
Y B
David Eickman, PE Sterling . Cramer, PE, LEED AP
By signing below, you acknowledge that you have full authority to bind Client to the terms of this
Amendment. If you accept this Amendment, please sign:
NORTHPOINT DEVELOPMENT, LLC
B C
Y
Signat
Printed Name
Title - C o . Dated: a ' R ' kLi
EXHIBIT A-3
THIRD AMENDMENT
TO LETTER AGREEMENT FOR CONSULTING SERVICES
BETWEEN CLIENT AND OLSSON, DATED MAY 24,2011
The letter Agreement for Consulting Services between Briarcliff Horizons, LLC(now NorthPoint
Development LLC pursuant to an August 2012 Assignment and Assumption Agreement("North Point"))
and Olsson Associates("Olsson") dated May 24, 2011 ("Agreement") pertaining to Olsson's service as
the principal engineer for the design and development of certain public improvements, is hereby
amended to include the following:
1. The terms and conditions of the Letter Agreement for Professional Services between Olsson and
NorthPoint dated September 24, 2012, as amended, are incorporated herein and made a part
hereof.
2. The duties of the Principal Engineer, as specified in the Master Development Agreement
between the City of Riverside, Missouri and NorthPoint dated May 10, 2011, are incorporated
herein and made a part hereof.
3. The "projects" included in the Phase I Infrastructure that Olsson will certify for the City's final
acceptance and for final completion also includes: (a) construction of the walls detailed in the
"Horizons—Stacking Rock Plans" prepared by Olsson dated August 19, 2013 and (b) installation
of the lake liner(plans and specifications prepared by others will be provided to Olsson by
Northpoint)as detailed in the attached "Scope of Services".
OLSSON ASSOCIATES
Curt Mader, PE Bryan John n, PE
NORTHPOINT DEVELOPMENT, LLC
By:
Title:
{1893/001/MDA/00810031;1I
Scope of Services
Project Description and Location
Project Description: Construction Observation and Certification, Horizons East Stacking Block
Walls and Pond Liner Installation
Project Location: Horizons Boulevard and NW 41" Street— Riverside, Missouri
Scope of Services
Phase 100: Construction observations—Stacking Rock Wall and Pond Liner Installation
For full-time construction observation of the installation of the stacking rock walls at the
Horizons East site, our Estimated Fee will be $73,500. A break-down of this fee estimate can
be found attached to this work order. Olsson's scope of services will include the following:
1. Perform full-time construction observation of construction operations, document the work
in accordance with the applicable construction contract documents and specifications,
and reject such work and materials that do not comply with the contract documents.
2. Perform field operations in accordance with accepted safety practices.
3. Provide guidance in the proper interpretation of the Plans and KCMO APWA
Specifications.
4. Determine if the work, in general, is proceeding in accordance with the Contract
Documents.
5. Keep a diary, log book, or daily record of the Contractor's activities and progress,
weather conditions, changed conditions, daily activities and decisions.
6. Assist in the review of records as may be required by the City of Riverside, Missouri and
applicable to the project, which may include contractor pay estimates, change orders,
and explanations of quantity variations.
7. Report as necessary, any work that is unsatisfactory, faulty, defective, does not conform
to the Contract Documents, or has been damaged, or does not meet the requirements of
any inspection, test, or approval required to be made.
8. Advise the City of work that OA believes should be corrected, rejected or should be
uncovered for observation, or requires special testing, inspection, or approval.
9. Attend project progress meetings as necessary.
10. Assist in obtaining from the City additional details or information, when required, for
proper execution of the work.
11.At the conclusion of the project, provide a letter certifying that the work we observed is in
compliance with the project drawings and specifications.
Page 1 of 2
Assumptions and Exclusions
1. The scope of construction will be as identified in the Olsson Associates' "Horizons —
Stacking Rock Plans" dated August 19, 2013 and in the Pond Liner drawings and
specifications prepared by others which NorthPoint will provide to Olsson.
2. The total estimated construction time of 85 working days used to develop this proposal
and estimated fee was provided to Olsson by the Client.
3. The number of hours budgeted daily for the construction observer's involvement in the
project includes drive time.
4. On site testing of concrete, soils and asphaltic concrete to be performed by others.
5. Testing of the pond liner (bond strength of welds, etc.) will be performed by others.
6. Rock and sand products for concrete will be accepted based on certificates of
compliance supplied by the contractor and/or the producer.
7. Manufactured items shall be accepted based on certificates of compliance, shop
drawings, catalog data, etc. where so indicated.
8. Shop Drawing review(s) to be performed by the design engineer.
9. SWPPP documentation and maintenance to be performed by the contractor.
10. Pay Estimates to be produced by the contractor.
11. As-built surveys and/or as-built plan preparation are not included in this scope.
12. All utility relocations and conflicts will be performed and remedied by others.
Olsson Associates, Inc.
By By
Bryan Johns , PE Curt Mader, PE
If you accept this Scope of Services, please sign:
NorthPoint Development
By
Name
Title Dated:
If different from above,
Client's Designated Project Representative
F:\PROJECTS\_Proposal_Letter\Special Inspections\2014\03-Mar\Horizons Third Amendment\Horizons East Stacking Rock Walls
and Pond Liner Scope of Services(25-Mar-14).doc
Page 2 of 2
Exhibit "A"
Horizons East - NorthPoint Development O�OLSSON
Full Time Construction Observation
ASSOCIATES
Horizons Stacking Rock Wall and Pond Liner Installations
Estimate of Fee
Employee Hourly Estimated Est. Contract
RMONNEMN Type Rate Hours Amount
Pre-Construction Phase
Project Documentation/File Set-up
Diary Book/Coordination Inspector $ 80:00 12 $ 960.00
Plan/Spec Review Sr. Engineer Is 140.00 6 $ 840.00
Phase Totals 18 $ 1,800.00
Construction Phase
Daily Observ./Documentation Inspector(Straight Time) I $ 80.00 680 $ 54,400.00
Report Review/Technical Assistance/PM Sr.En ineer Is 140.00 45 $ 6,300.00
Clerical Clerical Is 60.00 10 $ 600.00
Phase Totals 735 $ 61,300.00
Post-Construction Phase
Punch List, Remedial Work,Closeout, Inspector $ 80.00 60 $ 4,600.00
Cetfication of Completion Sr. En ineer $ 140.00 15 $ 2,100.00
Clerical $ 60.00 10 $ 600.00
Phase Totals 85 $ 7,500.00
TOTAL LABOR 838 $ 70,600.00
Expenses
Mileage 5,100 mi.@$0.55/mi. $ 2,805.00
Copies/Duplication 1 LS @$95 $ 95.00
On-Site/Lab Testing-By Others $ -
TOTAL EXPENSES $ 2,900.00
TOTAL ESTIMATED LABOR & EXPENSES $ 73,500.00
Construction Phase Assumptions Employee Type Hr.Rate
85,8-hour working days-No Overtime Sr. Engineer $ 140.00
Const.Observervation(per contractor schedule) Inspector $ 80.00
Estimated 85 Week Days @ 8 hrs/day Asst. En ineer $ 130.00
Expenses Clerical $ 59.00
85 round-trips @ 60 mi/ea=5,100 mi
EA-2
OLSSON -- --_ --
ASSOCIATES
March 20, 2014
Mark Pomerenke
VP of Operations
NorthPoint Development
5015 NW Canal Street, Suite 200
Riverside, Missouri 64150
Re: Agreement for Professional Services
Construction Observation and Certification
Horizons East Stacking Block Walls (the"Project")
Horizons Boulevard and NW 41" Street
Riverside, Missouri
Dear Mr. Pomerenke:
It is our understanding that NorthPoint Development ("Client") requests Olsson Associates, Inc.
("Olsson') to perform the services described herein pursuant to the terms of this Letter
Agreement for Professional Services, Olsson's General Provisions and any exhibits attached
hereto (all documents constitute and are referred to herein as the "Agreement")for the Project.
Olsson has acquainted itself with the information provided by Client relative to the Project and
based upon such information offers to provide the services described below for the Project.
Client warrants that it is either the legal owner of the property to be improved by this Project or
that Client is acting as the duly authorized agent of the legal owner of such property. Client
acknowledges that it has reviewed the General Provisions and any exhibits attached hereto,
which are expressly made a part of and incorporated into the Agreement by this reference. In
the event of any conflict or inconsistency between this Letter Agreement, and the General
Provisions regarding the services to be performed by Olsson, the terms of the General
Provisions shall take precedence.
Olsson shall provide the following services to Client ("Scope of Services") for the Project:
Construction Observation and Certification as more specifically described in "Scope of
Services" attached hereto.
Should Client request work in addition to the Scope of Services (Optional Additional Services),
Olsson shall invoice Client for such services at the standard hourly billing labor rate charged for
those employees actually performing the work, plus reimbursable expenses if any. Olsson shall
not commence work on Optional Additional Services without Client's prior written approval.
Olsson agrees to provide all of its services in a timely, competent, and professional manner in
accordance with applicable standards of care for projects of similar geographic location, quality,
and scope.
1802 East 123rd Street TEL 913.829.0078
Olathe, KS 66061 FAX 913.829.0258 www.oissonassociates.com
SCHEDULE FOR OLSSON'S SERVICES
Unless otherwise agreed, Olsson would expect to begin performing its services under the
Agreement promptly upon your signing.
Anticipated Start Date: April 2014
Anticipated Completion Date: July 2014 (70 working days)
Olsson will endeavor to start its services on the Anticipated Start Date and to complete its
services on the Anticipated Completion Date. However, the Anticipated Start Date, the
Anticipated Completion Date, and any milestone dates are approximate only, and Olsson
reserves the right to adjust its schedule and any or all of those dates at its sole discretion, for
any reason, including, but not limited to, delays caused by Client or delays caused by third
parties.
COMPENSATION
Client shall pay to Olsson for the performance of the Scope of Services, the actual time of
personnel performing such services, and all actual reimbursable expenses in accordance with
Rate Schedule attached to this Letter Agreement. Olsson shall submit invoices on a monthly
basis and payment is due within 30 calendar days of invoice date.
Olsson's Scope of Services will be provided on a time and expense basis. For these services,
Olsson's Estimated Fee is Fifty Eight Thousand Five Hundred Dollars ($58,500).
Terms and Conditions of Service
We have discussed with you the risks, rewards and benefits of the Project, the Scope of
Services, and our fees for such services and the Agreement represents the entire
understanding between Client and Olsson with respect to the Project. The Agreement may only
be modified in writing signed by both parties.
Client's designated Project representative shall be Mark Pomerenke.
If this Agreement satisfactorily sets forth your understanding of our agreement, please sign in
the space provided below. Retain a copy for your files and return an executed original to
Olsson. This proposal will be open for acceptance for a period of 60 days from the date set
forth above, unless changed by us in writing.
Olsson Associates, Inc.
�zrBy By
Bryan lohnsdd, PE Curt Mader, PE
Page 2 of 4
By signing below, you acknowledge that you have full authority to bind Client to the terms of the
Agreement. If you accept the terms set forth herein, please sign:
NorthPoint Development
By
Name
Title Dated:
If different from above,
Client's Designated Project Representative
Attachments
General Provisions
Scope of Services
Estimate of Fee with Unit Rates
F:(PROJECTS\_Proposal_Letter\Special Inspections12014\03-Mar\Horizons East Stacking Rock WalikHorizons East Stacking Rock
Walls Letter Agreement(20-Mar-14).doc
Page 3 of 4
GENERAL PROVISIONS
These General Provisions are attached to and made a part of economic evaluations or; feasibility studies, appraisals or
the respective Letter Agreement or Master Agreement, dated valuations.
March 20, 2014 between North Point Development ("Client")
and Olsson Associates, Inc. ("Olsson") for professional 2.2.8 Furnishing the services of independent
services in connection with the project or projects arising under professional associates or consultants for work beyond the
such Letter Agreement or Master Agreement(the"Project(s)"). Scope of Services.
As used herein, the term "this Agreement" refers to these 2.2.9 Services necessary due to the Client's award
General Provisions, the applicable Letter Agreement or Master of more than one prime contract for the Project(s); services
Agreement, and any other exhibits or attachments thereto as if necessary due to the construction contract containing cost plus
they were part of one and the same document. or incentive-savings provisions; services necessary in order to
arrange for performance by persons other than the prime
SECTION 1—OLSSON'S SCOPE OF SERVICES contractor; or those services necessary to administer Client's
contract(s).
Olsson's scope of services for the Project(s) is set forth in the
applicable Letter Agreement or Master Agreement ("Scope of 2.2.10 Services in connection with staking out the
Services"). work of contractor(s).
SECTION 2—ADDITIONAL SERVICES 2.2.11 Services during out-of-town travel or visits to
the site beyond those specifically identified in this Agreement.
2.1 Unless otherwise expressly included, Scope of
Services does not include the categories of additional services 2.2.12 Preparation of operating and maintenance
set forth in Sections 2.2 and 2.3. manuals.
2.2 If Client and Olsson mutually agree for Olsson to 2.2.13 Services to redesign some or all of the
perform any optional additional services as set forth in this Project(s).
Section 2.2 ("Optional Additional Services"), Client will provide
written approval of the agreed-upon Optional Additional 2.2.14 Preparing to serve or serving as a consultant
Services, and Olsson shall perform or obtain from others such or witness or assisting Client with any litigation, arbitration or
services and will be entitled to an increase in compensation at other legal or administrative proceeding.
rates provided in this Agreement. Olsson may elect not to
perform all or any of the Optional Additional Services without 2.2.15 Services relating to Construction Observation,
cause or explanation: Certification, Inspection, Construction Cost Estimating, project
observation, construction management, construction
2.2.1 Preparation of applications and supporting scheduling, construction phasing or review of Contractor's
documents for governmental financial support of the Project(s); performance means or methods.
preparation or review of environmental studies and related
services; and assistance in obtaining environmental approvals. 2.3 Whenever, in its sole discretion, Olsson determines
additional services as set forth in this Section 2.3 are
2.2.2 Services to make measured drawings of or to necessary to avoid a delay in the completion of the Project(s)
investigate existing conditions of facilities. ("Necessary Additional Services"), Olsson shall perform or
obtain from others such services without waiting for specific
2.2.3 Services resulting from changes in the general instructions from Client, and Olsson will be entitled to an
scope, extent or character of the Project(s)or major changes in increase in compensation for such services at the standard
documentation previously accepted by Client where changes hourly billing rate charged for those employees performing the
are due to causes beyond Olsson's control. services, plus reimbursable expenses, if any:
2.2.4 Services resulting from the discovery of 2.3.1 Services in connection with work directive
conditions or circumstances which were not contemplated by changes and/or change orders directed by the Client to any
Olsson at the commencement of this Agreement. Olsson shall contractors.
notify Client of the newly discovered conditions or
circumstances and Client and Olsson shall renegotiate, in good 2,3.2 Services in making revisions to drawings and
faith, the compensation for this Agreement, if amended terms specifications occasioned by the acceptance of substitutions
cannot be agreed upon, Olsson may terminate this Agreement proposed by contractor(s); services after the award of each
and Olsson shall be paid for its services through the date of contract in evaluating and determining the acceptability of an
termination. unreasonable or excessive number of substitutions proposed
by contractor(s); or evaluating an unreasonable or extensive
2.2.5 Providing renderings or models. number of claims submitted by contractor(s) or others in
2.2.6 Preparing documents for alternate bids
connection with the Project(s).
requested by Client. 2.3.3 Services resulting from significant delays,
Analysis of operations, maintenance or changes or price increases occurring as a direct or indirect
2.2.7 Anal
Y result of material, equipment or energy shortages.
overhead expenses; value engineering; the preparation of rate
schedules; earnings or expense statements; cash flow or
Page 1 of 8 19-3868.01
2.3.4 Additional or extended services during 3.4.2 Guarantee access to and make all provisions
construction made necessary by (1) work damaged during for Olsson to enter upon public and private property reasonably
construction, (2) a defective, inefficient or neglected work by necessary to perform its services on the Project(s).
any contractor, (3) acceleration of the progress schedule
involving services beyond normal working hours, or(4) default 3.4.3 Provide such legal, accounting, independent
by any contractor. cost estimating or insurance counseling services as may be
required for the Project(s); any auditing service required in
SECTION 3—CLIENT'S RESPONSIBILITIES respect of contractor(s)' applications for payment; and/or any
inspection services to determine if contractor(s) are performing
3.1. Client shall provide all criteria and full information as the work legally.
to Client's requirements for the Project(s); designate and
identify in writing a person to act with authority on Client's 3.4.4 Provide engineering surveys to establish
behalf in respect of all aspects of the Project(s); examine and reference points for construction unless specifically included in
respond promptly to Olsson's submissions; and give prompt Olsson's Scope of Services.
written notice to Olsson whenever Client observes or otherwise
becomes aware of any defect in the Olsson's services. 3.4.5 Furnish approvals and permits from all
governmental authorities having jurisdiction over the Project(s).
3.2 Client agrees to pay Olsson the amounts due for
services rendered and expenses within thirty (30) days after 3.4.6 If more than one prime contractor is to be
Olsson has provided its invoice for such services. In the event awarded the contract for construction, designate a party to
Client disputes any invoice item, Client shall give Olsson written have responsibility and authority for coordinating and
notice of such disputed item within fifteen(15)days after receipt interfacing the activities of the various prime contractors.
of such invoice and shall pay to Olsson the undisputed portion of
the invoice according to the provisions hereof. If Client fails to 3.5 Client shall pay all costs incident to obtaining bids or
pay any invoiced amounts when due, interest will accrue on proposals from contractor(s).
each unpaid amount at the rate of thirteen percent (13%) per
annum from the date due until paid according to the provisions 3.6 Client shall pay all permit application review costs for
of this Agreement. Interest shall not be charged on any disputed government authorities having jurisdiction over the Project(s).
invoice item which is finally resolved in Client's favor. Payment of
interest shall not excuse or cure any default or delay in payment 3.7 Contemporaneously with the execution of this
of amounts due. Agreement, Client shall designate in writing an individual to act
as its duly authorized Project(s) representative.
3.2.1 If Client fails to make any payment due Olsson
for services and expenses within thirty (30) days after receipt 3.8 Client shall bear sole responsibility for:
of Olsson's statement therefore, Olsson may, after giving
seven (7) days written notice to Client, suspend services to 3.8.1 Jobsite safety. Neither the professional
Client under this Agreement until Olsson has been paid in full activities of Olsson, nor the presence of Olsson or its
all amounts due for services, expenses and charges and Client employees or sub-consultants at the Project shall impose any
will not obtain any license to any Work Product or be entitled to duty on Olsson relating to any health or safety laws,
retain or use any Work Product pursuant to Section 7.1 unless regulations, rules, programs or procedures.
and until Olsson has been paid in full and Client has fully
satisfied all of its obligations under this Agreement.
3.8.2 Notifying third parties including any
3.3 Payments to Olsson shall not be withheld, postponed governmental agency or prospective purchaser, of the
or made contingent on the construction, completion or success existence of any hazardous or dangerous materials located in
of the Project(s) or upon receipt by the Client of offsetting or around the Project(s)site.
reimbursements or credit from other parties who may have
caused the need for additional services. No withholdings, 3.8.3 Providing and updating Olsson with accurate
deductions or offsets shall be made from Olsson's information regarding existing conditions, including the
compensation for any reason unless and until Olsson has been existence of hazardous or dangerous materials, proposed
found to be legally liable for such amounts. Project(s) site uses, any change in Project(s) plans, and all
subsurface installations, such as pipes, tanks, cables and
3.4 Client shall also do the following and pay all costs utilities within the Project(s)site.
incident thereto:
3.9 Client releases Olsson from liability for any incorrect
3.4.1 Furnish to Olsson any existing and/or required advice, judgment or decision based on inaccurate information
borings, probings or subsurface explorations; hydrographic furnished by Client or others.
surveys; laboratory tests or inspections of samples, materials
or equipment; appropriate professional interpretations of any of 3.10 If reasonable precautions will be inadequate to
the foregoing; environmental assessment and impact prevent foreseeable bodily injury or death to persons resulting
statements; property, boundary, easement, right-of-way, from a material or substance, including hazardous materials,
topographic or utility surveys; property descriptions; and/or encountered on the site, Olsson may immediately stop work in
zoning or deed restrictions; all of which Olsson may rely upon the affected area and report the condition to Client. Client shall
in performing services hereunder. be solely responsible for retaining independent consultant(s)to
determine the nature of the material and to abate or remove
the material. Olsson shall not be required to perform any
services or work relating to or in the area of such material until
Page 2 of 8 19-3868.01
the material has been removed or rendered harmless and only contractor(s) or any subcontractor(s). Olsson shall sign pre-
after approval, if necessary of the government agency with printed form certifications only if(a) Olsson approves the form
jurisdiction. of such certification prior to the commencement of its services,
(b) such certification is expressly included in the Scope of
3.11 Providing and assuming all responsibility for: Services, (c) the certification is limited to a statement of
interpretation of contract documents; Construction professional opinion and does not constitute a warranty or
Observations; Certifications; Inspections; Construction Cost guarantee, express or implied. It is understood that any
Estimating; project observations; construction management; certification by Olsson shall not relieve the Client or the Client's
construction scheduling; construction phasing; and review of contractors of any responsibility or obligation they may have by
Contractor's performance, means and methods. Client waives industry custom or under any contract.
any claims against Olsson and releases Olsson from liability
relating to or arising out of such services and agrees, to the 4.4 "Construction Cost Estimate": An opinion of probable
fullest extent permitted by law, to indemnify and hold Olsson construction cost made by Olsson. In providing opinions of
harmless from any and all damages, liabilities or costs, probable construction cost, it is recognized that neither the
including reasonable attorneys' fees and defense costs, Client nor Olsson has control over the costs of labor,
relating to such actions and services. equipment or materials, or over the contractor's methods of
determining prices or bidding. The opinion of probable
SECTION 4—MEANING OF TERMS construction costs is based on Olsson's reasonable
professional judgment and experience and does not constitute
4.1 The "Cost of Construction" of the entire Project(s) a warranty, express or implied, that the contractor's bids or the
(herein referred to as "Cost of Construction") means the total negotiated price of the work on the Project(s)will not vary from
cost to Client of those portions of the entire Project(s)designed the Client's budget or from any opinion of probable cost
and specified by Olsson, but it will not include Olsson's prepared by Olsson.
compensation and expenses, the cost of land, rights-of-way, or
compensation for or damages to, properties unless this 4.5 "Day": A calendar day of 24 hours. The term "days"
Agreement so specifies, nor will it include Client's legal, shall mean consecutive calendar days of 24 hours each, or
accounting, insurance counseling or auditing services, or fraction thereof.
interest and financing charges incurred in connection with the
Project(s)or the cost of other services to be provided by others 4.6 "Construction Observation": If included in the Scope
to Client pursuant to Section 3. of Services, such services during construction shall be limited
to periodic visual observation and testing of the work to
4.2 The "Salary Costs": Used as a basis for payment determine that the observed work generally conforms to the
mean salaries and wages (base and incentive) paid to all contract documents. Olsson shall not be responsible for
Olsson's personnel engaged directly on the Project(s), constant or exhaustive observation of the work. Client
including, but not limited to, engineers, architects, surveyors, understands and agrees that such visual observations are
designers, draftsmen, specification writers, estimators, other discrete sampling procedures and that such procedures
technical and business personnel; plus the cost of customary indicate conditions that exist only at the locations and times the
and statutory benefits, including, but not limited to, social observations were performed. Performance of Construction
security contributions, unemployment, excise and payroll Observation services does not constitute a warranty or
taxes, workers' compensation, health and retirement benefits, guarantee of any type, since even with diligent observation,
sick leave,vacation and holiday pay and other group benefits. some construction defects, deficiencies or omissions in the
work may occur. Olsson shall have no responsibility for the
4.3 "Certify" or "a Certification": If included in the Scope means, methods, techniques, sequences or procedures
of Services, such services shall be limited to a statement of selected by the contractor or for the contractor's safety
Olsson's opinion, to the best of Olsson's professional precautions and programs nor for failure by the contractor to
knowledge, information and belief, based upon its periodic comply with any laws or regulations relating to the performance
observations and reasonable review of reports and tests or furnishing of any work by the contractor. Client shall hold its
created by Olsson or provided to Olsson. Olsson shall not be contractor(s) solely responsible for the quality and completion
responsible for constant or exhaustive observation of the work. of the Project(s), including construction in accordance with the
Client understands and agrees that any certifications based construction documents. Any duty under this Agreement is for
upon discrete sampling observations and that such the sole benefit of the Client and not for any third party,
observations indicate conditions that exist only at the locations including the contractor or any subcontractor. Client, or its
and times the observations were performed. Performance of designees shall notify Olsson at least twenty-four(24) hours in
such observation services and certification does not constitute advance of any field tests and observations required by the
a warranty or guarantee of any type, since even with diligent construction documents.
observation, some construction defects, deficiencies or
omissions in the work may occur. Olsson shall have no 4.7 "Inspect" or "Inspection": If included in the Scope of
responsibility for the means, methods, techniques, sequences Services, such services shall be limited to the periodic visual
or procedures selected by the contractor(s) or for the observation of the contractor's completed work to permit
contractor's safety precautions and programs nor for failure by Olsson, as an experienced and qualified professional, to
the contractor(s)to comply with any laws or regulations relating determine that the observed work, generally conforms to the
to the performance or furnishing of any work by the contract documents. Olsson shall not be responsible for
contractor(s). Client shall hold its contractor(s) solely constant or exhaustive observation of the work. Client
responsible for the quality and completion of the Project(s), understands and agrees that such visual observations are
including construction in accordance with the construction discrete sampling procedures and that such procedures
documents. Any duty under this Agreement is for the sole indicate conditions that exist only at the locations and times the
benefit of the Client and not for any third party, including the observations were performed. Performance of such
Page 3 of 8 19-3868.01
observation services does not constitute a warranty or incurred by Olsson in connection with the orderly termination of
guarantee of any type, since even with diligent observation, this Agreement, including but not limited to demobilization,
some construction defects, deficiencies or omissions in the reassignment of personnel, associated overhead costs, any
work may occur. Olsson shall have no responsibility for the fees, costs or expenses incurred by Olsson in preparing or
means, methods, techniques, sequences or procedures negotiating any proposals submitted to Client for Olsson's
selected by the contractor(s) or for the contractor's safety Scope of Services or Optional Additional Services under this
precautions and programs nor for failure by the contractor(s)to Agreement and all other expenses directly resulting from the
comply with any laws or regulations relating to the performance termination and a reasonable profit of ten percent (10%) of
or furnishing of any work by the contractor(s). Client shall hold Olsson's actual costs(including overhead)incurred.
its contractor(s) solely responsible for the quality and
completion of the Project(s), including construction in SECTION 6—DISPUTE RESOLUTION
accordance with the construction documents. Any duty under
this Agreement is for the sole benefit of the Client and not for 6.1. Mediation
any third party, including the contractor(s) or any
subcontractor(s). Client, or its designees, shall notify Olsson at 6.1.1 All questions in dispute under this Agreement
least twenty-four (24) hours in advance of any inspections shall be submitted to mediation. On the written notice of either
required by the construction documents. party to the other of the election to submit any dispute under
this Agreement to mediation, each party shall designate their
4.8 "Record Documents": Drawings prepared by Olsson representatives and shall meet within ten (10) days after the
upon the completion of construction based upon the drawings service of the notice.The parties themselves shall then attempt
and other data furnished to Olsson by the Contractor and to resolve the dispute within ten(10)days of meeting.
others showing significant changes in the work on the
Project(s) made during construction. Because Record 6.1.2 Should the parties themselves be unable to
Documents are prepared based on unverified information agree on a resolution of the dispute, and then the parties shall
provided by others, Olsson makes no warranty of the accuracy appoint a third party who shall be a competent and impartial
or completeness of the Record Documents. party and who shall be acceptable to each party, to mediate
the dispute. Any third party mediator shall be qualified to
SECTION 5—TERMINATION evaluate the performance of both of the parties, and shall be
familiar with the design and construction progress. The third
5.1 Either party may terminate this Agreement, for cause party shall meet to hear the dispute within ten(10)days of their
upon giving the other party not less than seven (7) calendar selection and shall attempt to resolve the dispute within fifteen
days written notice of default for any of the following reasons; (15)days of first meeting.
provided, however, that the notified party shall have the same
seven(7)calendar day period in which to cure the default: 6.1.3 Each party shall pay the fees and expenses of
the third party mediator and such costs shall be borne equally
5.1.1 Substantial failure by the other party to perform by both parties.
in accordance with the terms of this Agreement and through no
fault of the terminating party; 6.2 Arbitration or Litigation
5.1.2 Assignment of this Agreement or transfer of the 6.2.1 Olsson and Client agree that from time to time.
Project(s) by either party to any other entity without the prior there may be conflicts, disputes and/or disagreements
written consent of the other party; between them, arising out of or relating to the services of
Olsson, the Project(s), or this Agreement (hereinafter
5.1.3 Suspension of the Project(s) or Olsson's collectively referred to as "Disputes") which may not be
services by the Client for more than ninety(90) calendar days, resolved through mediation. Therefore, Olsson and Client
consecutive or in the aggregate. agree that all Disputes shall be resolved by binding arbitration
or litigation at the sole discretion and choice of Olsson. If
5.2 In the event of a "for cause" termination of this Olsson chooses arbitration, the arbitration proceeding shall
Agreement by either party, the Client shall, within fifteen (15) proceed in accordance with the Construction Industry
calendar days after receiving Olsson's final invoice, pay Olsson Arbitration Rules of the AAA.
for all services rendered and all reimbursable costs incurred by
Olsson up to the date of termination, in accordance with the 6.2.2 Client hereby agrees that Olsson shall have
payment provisions of this Agreement. the right to include Client, by consolidation, joinder or other
manner, in any arbitration or litigation involving Olsson and a
5.2.1 In the event of a "for cause"termination of this subconsultant or subcontractor of Olsson or Olsson and any
Agreement by Client and (a) a final determination of default is other person or entity, regardless of who originally initiated
entered against Olsson under Section 6.2 and (b) Client has such proceedings.
fully satisfied all of its obligations under this Agreement, Olsson
shall grant Client a limited license to use the Work Product 6.2.3 If Olsson chooses arbitration or litigation, either
pursuant to Section 7.1. may be commenced at any time prior to or after completion of
the Project(s), provided that if arbitration or litigation is
5.3 The Client may terminate this Agreement for the commenced prior to the completion of the Project(s), the
Client's convenience and without cause upon giving Olsson not obligations of the parties under the terms of this Agreement
less than seven (7) calendar days written notice. In the event shall not be altered by reason of the arbitration or litigation
of any termination that is not the fault of Olsson, the Client being conducted. Any arbitration hearings or litigation shall
shall pay Olsson, in addition to payment for services rendered take place in Lincoln, Nebraska, the location of Olsson's home
and reimbursable costs incurred, for all expenses reasonably office.
Page 4 of 8 19-3868.01
6.2.4 The prevailing party in any arbitration or signed and sealed original documents shall govern. Olsson
litigation relating to any Dispute shall be entitled to recover specifically disclaims all warranties, expressed or implied,
from the other party those reasonable attorney fees, costs and including without limitation, and any warranty of merchantability
expenses incurred by the prevailing party in connection with or fitness for a particular purpose with respect to any electronic
the Dispute. files. It shall be Client's responsibility to confirm the accuracy of
the information contained in the electronic file and that it
SECTION 7—MISCELLANEOUS accurately reflects the information needed by the Client. Client
shall not retransmit any electronic files, or any portion thereof,
7.1 Reuse of Documents without including this disclaimer as part of any such
transmissions. In addition, Client agrees, to the fullest extent
All documents, including drawings, specifications, reports, permitted by law, to indemnify and hold harmless Olsson, its
boring logs, maps, field data, data, test results, information, officers, directors, employees and sub consultants against any
recommendations, or opinions prepared or furnished by Olsson and all damages, liabilities, claims or costs, including
(and Olsson's independent professional associates and reasonable attorney's and expert witness fees and defense
consultants) pursuant to this Agreement ("Work Product'), are costs, arising from any changes made by anyone other than
all Olsson's instruments of service, do not constitute goods or Olsson or from any reuse of the electronic files without the
products, and are copyrighted works of Olsson. Olsson shall prior written consent of Olsson.
retain an ownership and property interest in such Work Product
whether or not the Project(s) is completed. If Client has fully 7.3 Construction Cost Estimate
satisfied all of its obligations under this Agreement, Olsson
shall grant Client a limited license to use the Work Product and Since Olsson has no control over the cost of labor, materials,
Client may make and retain copies of Work Product for use in equipment or services furnished by others, or over the
connection with the Project(s); however, such Work Product is contractor(s)' methods of determining prices, or over
for the exclusive use and benefit of Client or its agents in competitive bidding or market conditions, Olsson's
connection with the Project(s), are not intended to inform, Construction Cost Estimate provided for herein is made on the
guide or otherwise influence any other entities or persons with basis of Olsson's experience and qualifications and represent
respect to any particular business transactions, and should not Olsson's best judgment as an experienced and qualified
be relied upon by any entities or persons other than Client or professional engineer, familiar with the construction industry.
its agents for any purpose other than the Project(s). Such Work Client acknowledges and agrees that Olsson cannot and does
Product is not intended or represented to be suitable for reuse not guarantee proposals or bids and that actual total Project(s)
by Client or others on extensions of the Project(s) or on any or construction costs may reasonably vary from Olsson's
other Project(s). Client will not distribute or convey such Work Construction Cost Estimate. If prior to the bidding or
Product to any other persons or entities without Olsson's prior negotiating phase Client wishes greater assurance as to total
written consent which shall include a release of Olsson from Project(s) or construction costs, Client shall employ an
liability and indemnification by the third party. Any reuse of independent cost estimator as provided in paragraph 3.4.3. If
Work Product without written verification or adaptation by Olsson's Construction Cost Estimate was performed in
Olsson for the specific purpose intended will be at Client's sole accordance with its standard of care and was reasonable
risk and without liability or legal exposure to Olsson, or to under the total circumstances, any services performed by
Olsson's independent professional associates or consultants, Olsson to modify the contract documents to bring the
and Client shall indemnify and hold harmless Olsson and construction cost within any limitation established by Client will
Olsson's independent professional associates and consultants be considered Optional Additional Services and paid for as
from all claims, damages, losses and expenses including such by Client. If, however, Olsson's Construction Cost
attorneys' fees arising out of or resulting therefrom. Any such Estimate was not performed in accordance with its standard of
verification or adaptation of Work Product will entitle Olsson to care and was unreasonable under the total circumstances and
further compensation at rates to be agreed upon by Client and the lowest negotiated bid for construction of the Project(s)
Olsson. unreasonably exceeds Olsson's Construction Cost Estimate,
Olsson shall modify its work as necessary to adjust the
7.2 Electronic Files Project(s)' size, and/or quality to reasonably comply with the
Client's budget at no additional cost to Client. Under such
By accepting and utilizing any electronic file of any Work circumstances, Olsson's modification of its work at no cost
Product or other data transmitted by Olsson, the Client agrees shall be the limit of Olsson's responsibility with regard to any
for itself, its successors, assigns, insurers and all those unreasonable Construction Cost Estimate.
claiming under or through it, that by using any of the
information contained in the attached electronic file, all users 7.4 Prevailing Wages
agree to be bound by the following terms. All of the information
contained in any electronic file is the work product and It is Client's responsibility to determine whether the Project(s)
instrument of service of Olsson, who shall be deemed the is covered under any prevailing wage regulations. Unless
author, and shall retain all common law, statutory law and Client specifically informs Olsson in writing that the Project(s)
other rights, including copyrights, unless the same have is a prevailing wage project and is identified as such in the
previously been transferred in writing to the Client. The Scope of Services, Client agrees to reimburse Olsson and to
information contained in any electronic file is provided for the defend, indemnify and hold harmless Olsson from and against
convenience to the Client and is provided in "as is" condition. any liability, including costs, fines and attorneys'fees, resulting
The Client is aware that differences may exist between the from a subsequent determination that the Project(s) was
electronic files transferred and the printed hard-copy original covered under any prevailing wage regulations.
signed and stamped drawings or reports. In the event of a
conflict between the signed original documents prepared by
Olsson and the electronic files, which may be transferred, the
Page 5 of 8 19-3888.01
7.5 Samples 7.8.3.2 is or becomes publicly available by other
than unauthorized disclosures;or
All material testing samples shall remain the property of the
Client. If appropriate, Olsson shall preserve samples obtained 7.8.3.3 is independently developed by the
no longer than forty-five (45) days after the issuance of any Receiving Party without a breach of this Agreement;or
document that includes the data obtained from those samples.
After that date, Olsson may dispose of the samples or return 7.8.3.4 is disclosed to third parties by the
them to Client at Client's cost. Disclosing Party without restrictions;or
7.6 Standard of Care 7.8.3.5 is received from a third party not subject to
any confidentiality obligations.
Olsson will strive to perform its services in a manner consistent
with that level of care and skill ordinarily exercised by members 7.8.4 In the event that the Receiving Party is
of Olsson's profession providing similar services in the same required by law or legal process to disclose any of Information
locality under similar circumstances at the time Olsson's of the Disclosing Party, the Receiving Party required to
services are performed. This Agreement creates no other disclose such Information shall provide the Disclosing Party
representation,warranty or guarantee, express or implied. with prompt oral and written notice, unless notice is prohibited
by law(in which case such notice shall be provided as early as
7.7 Force Majeure may be legally permissible), of any such requirement so that
the Disclosing Party may seek a protective order or other
Any delay in the performance of any of the duties or obligations appropriate remedy.
of either party hereto (except the payment of money) shall not
be considered a breach of this Agreement and the time 7.8.5 Nothing contained in this Agreement shall be
required for performance shall be extended for a period equal construed as altering any rights that the Disclosing Party has in
to the period of such delay, provided that such delay has been the Information exchanged with or disclosed to the Receiving
caused by or is the result of any acts of God, acts of the public Party, and upon request, the Receiving Party will return all
enemy, insurrections, riots, embargoes, labor disputes, Information received in tangible form to the Disclosing Party,or
including strikes, lockouts, job actions, boycotts, fires, at the Receiving Party's option, destroy all such Information. If
explosions, floods, shortages of material or energy, or other the Receiving Party exercises its option to destroy the
unforeseeable causes beyond the control and without the fault Information, the Receiving Party shall certify such destruction
or negligence of the party so affected. The affected party shall to the Disclosing Party.
give prompt notice to the other party of such cause, and shall
take promptly whatever reasonable steps are necessary to 7.8.6 The parties acknowledge that disclosure or use
relieve the effect of such cause. of Information in violation of this Agreement could cause
irreparable harm for which monetary damages may be difficult
7.8 Confidentiality to ascertain or constitute an inadequate remedy. Each party
therefore agrees that the Disclosing Party shall be entitled in
In performing this Agreement, the parties may disclose to each addition to its other rights to seek injunctive relief for any
other written or oral non-public, confidential or proprietary violation of this Agreement.
information, including but not limited to, information of a
business, planning, marketing or technical nature and models, 7.8.7 The obligations of confidentiality set forth
tools, hardware and software, and any documents, reports, herein shall survive termination of this Agreement, but shall
memoranda, notes, files or analyses that contain, summarize only remain in effect for a period of one (1)year from the date
or are based upon any proprietary or confidential information the Information is first disclosed.
(hereafter referred to as the"Information").
7.9 Damage or Injury to Subterranean Structures or
7.8.1 Therefore, Olsson and Client agree that the Utilities, Hazardous Materials, Pollution and
party receiving Information from the other party to this Contamination
Agreement (the "Receiving Party") shall keep Information
confidential and not use the Information in any manner other 7.9.1 To the extent that work pursuant to this
than in the performance of this Agreement without prior written Agreement requires any sampling, boring, excavation, ditching
approval of the party disclosing Information (the "Disclosing or other disruption of the soil or subsurface at the Site, Olsson
Party") unless Client is a public entity and the release of shall confer with Client prior to such activity and Client will be
Information is required by law or legal process. responsible for identifying, locating and marking, as necessary,
any private subterranean structures or utilities and Olsson
7.8.2 The existence of discussions between the shall be responsible for arranging investigation of public
parties, the purpose of this Agreement, and this Agreement subterranean structures or utilities through an appropriate
shall be considered Information subject to the confidentiality utility one-call provider. Thereafter, Olsson shall take all
provisions of this Agreement. reasonable precautions to avoid damage or injury to
subtrerranean structures or utilities which were identified by
7.8.3 Notwithstanding anything to the contrary Client or the one-call provider. Olsson shall not be responsible
herein, the Receiving Party shall have no obligation to for any damage, liability or costs, for any property damage,
preserve the confidentiality of any Information which: injury or economic loss arising or allegedly arising from
damages to subterranean structures or utilities caused by
7.8.3.1 was previously known to the Receiving subsurface penetrations in locations approved by Client and/or
Party free of any obligation to keep it confidential; or the one call provider or not correctly shown on any plans,
drawings or utility clearance provided to Olsson, except for
Page 6 of 8 19-3868.01
damages caused by the negligence of Olsson in the use of responsibility and liability, as set forth herein, shall be
such information. specifically applied.
7.9.2 It is understood and agreed that any 7.10 Controlling Law and Venue
assistance Olsson may provide Client in the disposal of waste
materials shall not result in Olsson being deemed as a The parties agree that this Agreement and any legal actions
generator, arranger, transporter or disposer of hazardous concerning its validity, interpretation or performance shall be
materials or hazardous waste as defined under any law or governed by the laws of the State of Nebraska. It is further
regulation.Title to all samples and waste materials remains agreed that any legal action between the parties arising out of
with Client, and at no time shall Olsson take title to the above this Agreement or the performance of services shall be brought
material. Client may authorize Olsson to execute Hazardous in a court of competent jurisdiction in Nebraska.
Waste Manifest, Bill of Lading or other forms as agent of
Client. If Client requests Olsson to execute such documents 7.11 Subconsultants
as its agent, the Hazardous Waste Manifest, Bill of Lading or
other similar documents shall be completed in the name of the Olsson may utilize as necessary in its discretion
Client. Client agrees to indemnify and hold Olsson harmless subconsultants and other subcontractors. Olsson will be paid
from any and all claims that Olsson is a generator, arranger, for all services rendered by its subconsultants and other
transporter, or disposer of hazardous waste as a result of any subconsultants as set forth in this Agreement.
actions of Olsson, including, but not limited to, Olsson signing
a Hazardous Waste Manifest, Bill of Lading or other form on 7.12 Assignment
behalf of Client.
7.12.1 Client and Olsson each are hereby bound and
7.9.3 At any time, Olsson can request in writing that the partners, successors, executors, administrators and legal
Client remove samples, cuttings and hazardous substances representatives of Client and Olsson (and to the extent
generated by the Project(s) from the project site or other permitted by paragraph 7.12.2 the assigns of Client and
location. Client shall promptly comply with such request, and Olsson)are hereby bound to the other party to this Agreement
pay and be responsible for the removal and lawful disposal of and to the partners, successors, executors, administrators and
samples, cuttings and hazardous substances, unless other legal representatives (and said assigns)of such other party, in
arrangements are mutually agreed upon in writing. respect of all covenants, agreements and obligations of this
Agreement.
7.9.4 Client shall release Olsson of any liability for,
and shall defend and indemnify Olsson against any and all 7.12.2 Neither Client nor Olsson shall assign, sublet
claims, liability and expense resulting from operations under or transfer any rights under or interest in(including, but without
this Agreement on account of injury to, destruction of, or loss limitation, moneys that may become due or moneys that are
or impairment of any property right in or to oil, gas, or other due) this Agreement without the written consent of the other,
mineral substance or water, if at the time of the act or omission except to the extent that any assignment, subletting or transfer
causing such injury, destruction, loss or impairment, said is mandated by law or the effect of this limitation may be
substance had not been reduced to physical possession above restricted by law. Unless specifically stated to the contrary in
the surface of the earth, and for any loss or damage to any any written consent to an assignment, no assignment will
formation, strata, reservoir beneath the surface of the earth. release or discharge the assignor from any duty or
responsibility under this Agreement. Nothing contained in this
7.9.5 Notwithstanding anything to the contrary paragraph shall prevent Olsson from employing such
contained herein, it is understood and agreed by and between subconsultants and other subcontractors as Olsson may deem
Olsson and Client that the responsibility for pollution and appropriate to assist in the performance of services under this
contamination shall be as follows: Agreement.
7.9.5.1 Unless otherwise provided herein, Client 7.12.3 Nothing under this Agreement shall be
shall assume all responsibility for, including control and construed to give any rights or benefits in this Agreement to
removal of, and protect, defend and save harmless Olsson anyone other than Client and Olsson, and all duties and
from and against all claims, demands and causes of action of responsibilities undertaken pursuant to this Agreement will be
every kind and character arising from pollution or for the sole and exclusive benefit of Client and Olsson and not
contamination (including naturally occurring radioactive for the benefit of any other party. There are no third-party
material) which originates above the surface of the land or beneficiaries of this Agreement.
water from spills of fuels, lubricants, motor oils, pipe dope,
paints, solvents, ballast, bilge and garbage, except 7.13 Indemnity
unavoidable pollution from reserve pits, wholly in Olsson's
possession and control and directly associated with Olsson's Olsson and Client mutually agree, to the fullest extent
equipment. permitted by law, to indemnify and hold each other harmless
from any and all damages, liabilities or costs, including
7.9.5.2 In the event a third party commits an act or reasonable attorneys' fees and defense costs, relating to third
omission which results in pollution or contamination for which party personal injury or third party property damage and arising
either Olsson or Client, for whom such party is performing from their own negligent acts, errors or omissions in the
work, is held to be legally liable, the responsibility therefore performance of their services under this Agreement, but only to
shall be considered as between Olsson and Client, to be the the extent that each party is responsible for such damages,
same as if the party for whom the work was performed had liabilities or costs on a comparative basis of fault.
performed the same and all of the obligations regarding
defense, indemnity, holding harmless and limitation of
Page 7 of 8 19-3868.01
7.14 Limitation on Damages
7.14.1 Notwithstanding any other provision of this
Agreement, and to the fullest extent permitted by law, neither
party's individual employees, principals, officers or directors
shall be subject to personal liability or damages arising out of
or connected in any way to the Project(s)or to this Agreement.
7.14.2 Notwithstanding any other provision of this
Agreement, and to the fullest extent permitted by law, neither
Client nor Olsson, their respective officers, directors, partners,
employees, contractors or subconsultants shall be liable to the
other or shall make any claim for any delay damages, any
punitive damages or any incidental, indirect or consequential
damages arising out of or connected in any way to the
Project(s) or to this Agreement. This mutual waiver of delay
damages and consequential damages shall include, but is not
limited to, disruptions, accelerations, inefficiencies, increased
construction costs, increased home office overhead, loss of
use, loss of profit, loss of business, loss of income, loss of
reputation or any other delay or consequential damages that
either party may have incurred from any cause of action
including, but not limited to, negligence, statutory violations,
misrepresentation, fraud, deceptive trade practices, breach of
fiduciary duties, strict liability, breach of contract and/or breach
of strict or implied warranty. Both the Client and Olsson shall
require similar waivers of consequential damages protecting all
the entities or persons named herein in all contracts and
subcontracts with others involved in the Project(s).
7.14.3 Notwithstanding any other provision of this
Agreement, Client agrees that, to the fullest extent permitted
by law, Olsson's total liability to the Client for any and all
injuries, claims, losses, expenses, damages, or claims
expenses of any kind arising from any services provided by or
through Olsson under this Agreement, shall not exceed the
amount of Olsson's fee earned under this Agreement. Client
acknowledges that such causes include, but are not limited to,
negligence, statutory violations, misrepresentation, fraud,
deceptive trade practices, breach of fiduciary duties, strict
liability, breach of contract and/or breach of strict or implied
warranty. This limitation of liability shall apply to all phases of
Olsson's services performed in connection with the Project(s),
whether subsequent to or prior to the execution of this
Agreement.
7.15 Entire Agreement
This Agreement supersedes all prior communications,
understandings and agreements, whether oral or written.
Amendments to this Agreement must be in writing and signed
by the Client and Olsson.
Page 8 of 8 19-3868.01
Scope of Services
This exhibit is hereby attached to and made a part of the Letter Agreement for Professional
Services dated March 20, 2014 between NorthPoint Development ("Client") and Olsson
Associates ("Olsson") providing for professional services. Olsson's Scope of Services for the
Agreement is indicated below.
Project Description and Location
Project Description: Construction Observation/Certification, Horizons East Stacking Block Walls
Project Location: Horizons Boulevard and NW 41" Street— Riverside, Missouri
Scope of Services
Phase 100: Construction Observations Services —Stacking Rock Wall Installation
For full-time construction observation of the installation of the stacking rock walls at the
Horizons East site, our Estimated Fee will be $58,500. A break-down of this fee estimate can
be found attached to this work order. Olsson's scope of services will include the following:
1. Perform full-time construction observation of construction operations, document the work
in accordance with the applicable construction contract documents and specifications,
and reject such work and materials that do not comply with the contract documents.
2. Perform field operations in accordance with accepted safety practices.
3. Provide guidance in the proper interpretation of the Plans and KCMO APWA
Specifications.
4. Determine if the work, in general, is proceeding in accordance with the Contract
Documents.
5. Keep a diary, log book, or daily record of the Contractor's activities and progress,
weather conditions, changed conditions, daily activities and decisions.
6. Assist in the review of records as may be required by the City of Riverside, Missouri and
applicable to the project, which may include contractor pay estimates, change orders,
and explanations of quantity variations.
7. Report as necessary, any work that is unsatisfactory, faulty, defective, does not conform
to the Contract Documents, or has been damaged, or does not meet the requirements of
any inspection, test, or approval required to be made.
8. Advise the City of work that OA believes should be corrected, rejected or should be
uncovered for observation, or requires special testing, inspection, or approval.
9. Attend project progress meetings as necessary.
10. Assist in obtaining from the City additional details or information, when required, for
proper execution of the work.
11. At the conclusion of the project, provide a letter certifying that the work we observed is in
compliance with the project drawings and specifications.
Page 1 of 2
Assumptions and Exclusions
1. The scope of construction will be as identified in the Olsson Associates' "Horizons –
Stacking Rock Plans" dated August 19, 2013.
2. Installation of the pond liners for the lakes and canals are not included in this scope of
work.
3. The total estimated construction time of 70 working days used to develop this proposal
and estimated fee was provided to Olsson by the Client.
4. The number of hours budgeted daily for the construction observer's involvement in the
project includes drive time.
5. On site testing of concrete, soils and asphaltic concrete to be performed by others.
6. Rock and sand products for concrete will be accepted based on certificates of
compliance supplied by the contractor and/or the producer.
7. Manufactured items shall be accepted based on certificates of compliance, shop
drawings, catalog data, etc. where so indicated.
8. Shop Drawing review(s) to be performed by the design engineer.
9. SWPPP documentation and maintenance to be performed by the contractor.
10. Pay Estimates to be produced by the contractor.
11.As-built surveys and/or as-built plan preparation are not included in this scope.
12. All utility relocations and conflicts will be performed and remedied by others.
Olsson Associates, Inc.
By Byj�
—
Bryan Johns , PE Curt Mader, PE
If you accept this Scope of Services, please sign:
NorthPoint Development
By
Name
Title Dated:
If different from above,
Client's Designated Project Representative
F:\PROJECTS\_Proposal_Letler\Special Inspections\2014\03-Mar\Horizons East Slacking Rock WaIRHorizons East Slacking Rock
Walls Scope of Services(20-Mar-14).doc
Page 2 of 2
Exhibit "A"
Horizons East- NorthPoint Development (>*,OLSSON
Full Time Construction Observation ASSOCIATES
Horizons Stacking Rock Wall Installations
Estimate of Fee
Employee Hourly Estimated Est. Contract
Type Rate Hours Amount
Pre-Construction Phase
Project Documentation/File Set-up
Diary Book/Coordination Inspector $ 80.00 8 $ 640.00
Plan/Spec Review Sr. Engineer $ 140.00 4 $ 560.00
Phase Totals 12 $ 1,200.00
Construction Phase
DailyObserv./Documentation Inspector(Straight Time) $ 80.00 560 $ 44,800.00
Report Review/Technical Assistance/PM Sr. Engineer $ 140.00 35 $ 4,900.00
Clerical Clerical $ 60.00 5 $ 300.00
Phase Totals 600 $ 50,000.00
Post-Construction Phase
Punch List, Remedial Work,Closeout, Inspector $ 80.00 40 $ 3,200.00
Cetfication of Completion Sr. Engineer $ 140.00 10 $ 1,400.00
Clerical $ 60.00 5 $ 300.00
Phase Totals 65 $ 4,900.00
TOTAL LABOR 667 $ 56,100.00
Expenses
Mileage 4,200 mi. @$0.55/mi. $ 2,310.00
Copies/Duplication 1 LS @$90 $ 90.00
On-Site/Lab Testing-By Others $
TOTAL EXPENSES $ 2,400.00
TOTAL ESTIMATED LABOR & EXPENSES $ 58,500.00
Construction Phase Assumptions Employee Type Hr.Rate
70, 8-hour working days-No Overtime Sr. Engineer $ 140.00
Const Observervation wer contractor schedule) Inspector $ 80.00
Estimated 70 Week Days @ 8 hrs/day Asst. Engineer $ 130.00
Expenses Clerical $ 59.00
70 round-trips @ 60 mi/ea=4,200 mi
EA-2
EXHIBIT A-4
LETTER AGREEMENT
FOR PROFESSIONAL SERVICES
February 14, 2014
Northpoint Development, LLC
Attn: Mark Pomerenke
5015 Canal St, Ste 200
Riverside, Missouri 64150
Re: LETTER AGREEMENT FOR PROFESSIONAL SERVICES
Infrastructure Phase 2—Roadway Extension(the"Project")
Riverside, Missouri
Dear Mr. Pomerenke:
It is our understanding that Northpoint Development, LLC ("Client") requests Olsson Associates,
Inc. ("Olsson") to perform the following services described herein pursuant to the terms of this
Letter Agreement for Professional Services, Olsson's General Provisions and any exhibits
attached hereto(all documents constitute and are referred to herein as the"Agreement")for the
Project.
Developer has selected Olsson as the Principal Engineer for the infrastructure improvements,
as described in the Master Developer Agreement, dated May 10, 2011. Upon acceptance of
this proposal, Olsson shall assume the responsibilities of Principal Engineer according to the
scope of work contained herein.
The city is and shall be made speck a speck third party beneficiary of this entire agreement
and any amendment hereafter. Copies of all work production shall be timely provided to the city
upon request.
Olsson has acquainted itself with the information provided by Client relative to the Project and
based upon such information offers to provide the services described below for the Project.
Client warrants that it is either the legal owner of the property to be improved by this Project or
that Client is acting as the duly authorized agent of the legal owner of such property. Client
acknowledges that it has reviewed the General Provisions and any exhibits attached hereto,
which are expressly made a part of and incorporated into the Agreement by this reference. In
the event of any conflict or inconsistency between this Letter Agreement, and the General
Provisions regarding the services to be performed by Olsson, the terms of the General
Provisions shall take precedence.
Olsson shall provide the following services ("Scope of Services") to Client for the Project: as
more specifically described in "Scope of Services" attached hereto. Should Client request work
in addition to the Scope of Services, Olsson shall invoice Client for such additional services
(Optional Additional Services) at the standard hourly billing labor rate charged for those
Page 1 M 3
employees actually performing the work, plus reimbursable expenses if any. Olsson shall not
commence work on Optional Additional Services without Client's prior written approval.
Olsson agrees to provide all of its services in a timely, competent and professional manner, in
accordance with applicable standards of care, for projects of similar geographic location, quality
and scope.
SCHEDULE FOR OLSSON'S SERVICES
Unless otherwise agreed, Olsson expects to perform its services under the Agreement as
follows:
Anticipated Start Date: Upon acceptance of this agreement
Anticipated Completion Date: 45 days for design services; field services contingent upon
construction schedule
Olsson will endeavor to start its services on the Anticipated Start Date and to complete its
services on the Anticipated Completion Date. However, the Anticipated Start Date, the
Anticipated Completion Date, and any milestone dates are approximate only, and Olsson
reserves the right to adjust its schedule and any or all of those dates at its sole discretion, for
any reason, including, but not limited to, delays caused by Client or delays caused by third
parties.
COMPENSATION
Client shall pay to Olsson for the performance of the Scope of Services a fixed fee in the
amounts listed in attached [name of Exhibit] plus reimbursable expenses in accordance with the
Reimbursable Expense Schedule also attached to this Agreement. Olsson shall submit invoices
on a monthly basis, no later than the first working day of the following month, and payment is
due within 30 calendar days of invoice date.
TERMS AND CONDITIONS OF SERVICE
We have discussed with you the risks, rewards and benefits of the Project, the Scope of
Services, and our fees for such services and the Agreement represents the entire
understanding between Client and Olsson with respect to the Project. The Agreement may only
be modified in writing signed by both parties.
Client's designated Project Representative shall be Mark Pomerenke.
If this Agreement satisfactorily sets forth your understanding of our agreement, please sign in
the space provided below. Retain one original for your files and return an executed original to
Olsson. This proposal will be open for acceptance for a period of 30 days from the date set
forth above, unless changed by us in writing.
OLSSON ASSOCIATES, INC.
By �l
(David Eickman, PE Darren Hannan
Page 2 of 3
By signing below, you acknowledge that you have full authority to bind Client to the terms of the
Agreement. If you accept the terms set forth herein, please sign:
NORTHPOINT DEVELOPMENT, LLC
By
�JSiignature
Print Name A411L logpp
aA /eIl d�C
Title Dated
Page 3 of 3
SCOPE OF SERVICES
This exhibit is hereby attached to and made a part of the Letter Agreement for Professional
Services dated February 14, 2014 between Northpoint Development, LLC ("Client") and Olsson
Associates ("Olsson") providing for professional services. Olsson's Scope of Services for the
Agreement is indicated below.
PROJECT DESCRIPTION AND LOCATION
Project will be located at: Riverside, Missouri
Project Description: Infrastructure Phase 2—Roadway Extension
SCOPE OF SERVICES
Olsson shall provide the following services(Scope of Services)to Client for the Project:
DESIGN SERVICES
Phase 100—Investigative Services
Task 101 —Surveying
Field teams will produce a design survey for the proposed site for use in
preparing final engineering plans. Survey area shall consist of a 60' wide
corridor centered on the proposed roadway alignments(approximately 3,000 feet
in total length). Survey shall include contours at a 1' vertical interval and any
improvements or utilities located within the corridor. Boundary Surveys and/or
platting will not be included as part of this task.
Fee$800
Construction staking is provided as an alternative service.
Fee(two trips) $2,000
Sanitary Sewer As-Built data collection (Rims&Flowlines).
Fee$300
Task 102—Geotechnical
Olsson will prepare a geotechnical report utilizing four new borings to ten feet
with geotechnical recommendations, within the proposed roadways. Borings will
be supplemented with previous information that Olsson has on the project site.
Fee$2,600
Phase 200—Design Services
The preparation of construction documents shall be based upon the approved
final roadway plans. A substantial change required by the Client once final
design has begun or a major change in the site plan requiring a significant
redesign, shall be considered an additional service. Olsson expects that a single
roadway package will be issued. Any additional packages will be considered
additional services.
Task 201 —Land Disturbance/Mass Grading Documents
Update the design and preparation of erosion control plans within the entire
development in accordance with local and state requirements.
Fee$6,000
Page 1 of 9
Task 202—Stormwater Pollution Prevention Plan (SWPP&NPDES Permit)
Prepare and assist with processing an updated NPDES permit and Stormwater
Pollution Prevention Plan for the site construction.
Fee$6,000
Task 203—Roadway Improvements
Provide public street plans for the construction of Infrastructure Phase 2. The
street plans will include the design of a 40 foot wide roadway with ribbon curbing.
Drainage is anticipated to sheet flow from the roadway to the adjacent drainage
swales. Plans include the extension of W 43d Street for approximately 1,450
feet, and the extension of NW 41"Street of 1,400 feet. Plans will be designed in
accordance with the City of Riverside requirements. Fees shown herein include
the preparation of as-built documents. Fees indicated assume that one set of
construction documents will be prepared for the length of the roadway indicated
above. Separation into multiple packages will be additional services. Plans will
include the following:
• Title and general layout sheets
• Typical sections
• Street plan and profiles
• Pavement markings—to include existing roadways of 41 B1, 42nd, 43d, and
Linden Streets
• Permanent street signage
• Construction traffic control plans
• Erosion control plans
• Utility plan/coordination and sleeving plan for future crossings
• Lighting design
Fee$22,000
Task 203—Public Water Service Line Extension Coordination
Design of public water service line extension will be completed by Missouri
American Water (MAW). Olsson will provide MAW with general layout, utility
plans, and water main location.
Fee$6,000
Task 204—Public Sanitary Sewer Service Line Plans
Design of public sanitary sewer extension plans for will include a single main
extended from the existing 30" interceptor to service Lot 6 and 7 of Riverside
Horizons Industrial 10 East Final Plat. Plans will be designed in accordance with
the City of Riverside and KCMO requirements. Fees shown herein include the
preparation of preliminary and final design documents, and creating as-built
documents.
Fee$8,000
Task 206—Final Specifications
Olsson will prepare technical specifications for the proposed construction work
and for equipment and materials required under the Agreement. The City of
Riverside will provide frontend documents for technical specifications.
Fee$8,000
Page 2 of 9
Phase 300—Bid Phase Services(optional)
Task 301 -Prepare Notice to Bidders and Issue Documents
Olsson will coordinate the issuance of notices to bidders and the production and
distribution of bidding documents. Notices will be placed in the official
publications directed by the Client, and in bidding services known to provide data
to contractors in the area. In addition, invitations will be mailed directly to
contractors whom Olsson and/or the Client know will be interested in the project.
Documents will be available for inspection at Olsson offices.
Olsson will coordinate answering questions raised by bidders. Addenda will be
prepared, if needed, to provide clarification to questions. The Client will be
informed on a regular basis of project changes resulting from bidders'questions.
Fee$2,000
Task 302-Review and Evaluate Bids
Olsson will attend the bid opening. Bids properly received will be reviewed.
Inconsistencies or irregularities found in the bids will be reported to the Client.
Olsson will prepare a bid tabulation of bids received and will make the bid
tabulation available to bidders. Olsson will evaluate the bids and make a written
recommendation to the Client concerning contract award.
Fee$1,000
Phase 400—Construction Services
Task 401 -Construction Period Services
Review of shop drawings for Civil related items, responding to related RFI's and
attending meetings. Please note this scope does not include fulltime
construction administration or observation services. This is limited to monthly
pay application certification and bundling of construction and inspection reports
and statements of compliance.
Hourly Fee
Task 402—Construction Testing
This proposal is for the construction testing during the roadway construction
period. Olsson shall perform professional services as requested by Client
pursuant to the conditions provided herein. These services will include
construction observation and testing to fill placement during roadway site
preparation.
We have assumed that we will test fill on a part-time basis, as required to ensure
application of standards.
Materials Testing
Testing will be needed as roads are re-graded on Horizons East Streets V and
"E"
Olsson's field technicians will provide materials testing services for fill placement
(soil fill, CKD treated subgrade, and baserock), utility trench backfill, pavement
Page 3 of 9
subgrades, and asphaltic concrete pavement. We propose to provide our
observation and testing services in the following manner:
Fill Placement/Utility Trench Backfill—Prior to fill placement, subgrades within
the alignments of Streets "B" and "E" will be stripped of vegetation, topsoil, and
deleterious material. Representatives of Olsson will observe the stability and
moisture content of the subgrades. The subgrades will be proof rolled with a fully
loaded tandem axle dump truck. The thickness of the base rock for Street "E"
will be evaluated in shallow test pits
Samples of materials proposed for use as structural fill and/or utility trench
backfill will be obtained for laboratory testing. Laboratory tests, including
standard Proctors and Atterberg limits tests, will be performed to classify and
determine physical properties of the proposed fill/backfill materials. Olsson will
observe and test structural soil fill, CKD treated subgrade soils, and baserock
placed within the alignments of Streets "B" and "E" and within segments of the
utility trenches backfilled within proposed pavement areas.
Pavement Subgrades — Olsson's field personnel will evaluate pavement
subgrades with respect to stability and moisture content prior to the construction
of the pavements. Subgrades will be proof rolled with a fully loaded tandem axle
dump truck.
The general contractor superintendent should schedule subgrade evaluations
within 48-hours of paving or following any significant weather event that could
affect the performance of the pavement subgrade. Subgrades should be re-
observed if weather conditions change or if construction of the on-grade slab
and/or pavements is delayed more than 48-hours after initial observation.
Asphaltic Concrete Pavements — Field density tests will be performed on the
base and surface courses of asphaltic concrete pavements. To evaluate results
of the field density tests, samples of the hot mix delivered to the project site will
be obtained and Marshall density tests will be performed in our laboratory.
Reporting - Olsson's field professionals will prepare typed field reports
summarizing each day's field observations, presenting test results, and detailing
items not in compliance with the project drawings and/or specifications. Draft
copies of the field reports will be provided on a daily basis to the designated field
representative if requested.
Field reports will be reviewed by our project engineer and summarized in bi-
weekly letters transmitted to the Client, Architect, Structural Engineer, General
Contractor and Building Official. Olsson is not responsible for the Contractor's
means or methods and does not have the obligation or authority to stop
Contractor's work. Olsson's responsibility as special inspector is to report our
field observations and test results to the Contractor and Client as provided
herein.
Following completion of the project, Olsson will prepare a final summary report
stating its opinion with regard to whether the portions of the work that were
observed, inspected and/or tested were in compliance with the project
specifications.
Page 4 of 9
Street"B"
Fill Placement
32 Hrs Technician-Soil Fill @ $45.00/hr $1,440
32 Hrs Technician-CKD Treated Subgrade@ $45.001hr $1,440
16 Hrs Technician- Base Rock @ $45.00ihr $ 720
1 Standard Proctor @ $120.00/each $ 120
1 Atterberg Limits @ $65.00/each $ 65
16 Trips @ $50.00/trip $ 800
Utility Trench Backfill
16 Hrs Technician- Storm Sewer @ $45.00/hr $ 720
1 Standard Proctor @ $120.00/each $ 120
1 Atterberg Limits @ $65.00/each $ 65
4 Trips @ $50.00ftrip $ 200
Asphaltic Concrete Pavements
24 Hrs Technician - Subgrades @ $45.00/hr $1,080
2 Marshall Density @ $130.00/each $ 260
6 Trips @ $50.00ftrip $ 300
Street"B"Subtotal $7,330
Project Engineering and Administration
6 Hrs Project Engineer @ $115.00/hr $ 690
4 Hrs Project Administration @ $45.00/hr $ 180
Street"B"Total $8,200
Street"E"
Fill Placement
16 Hrs Technician- Base Rock @ $45.00/hr $ 720
4 Trips @ $50.00/trip $ 200
Utility Trench Backfill
16 Hrs Technician-Storm Sewer @ $45.00/hr $ 720
1 Standard Proctor @ $120.00/each $ 120
1 Atterberg Limits @ $65.00/each $ 65
5 Trips @ $50.00ftrip $ 250
Asphaltic Concrete Pavements
16 Hrs Technician - Subgrades @ $45.00/hr $ 720
24 Hrs Technician -Asphaltic Concrete @ $45.001hr $1,080
2 Marshall Density @ $130.00/each $ 260
10 Trips @ $50.00/trip $ 500
Street"E"Subtotal $4,636
Project Engineering and Administration
5 Hrs Project Engineer @ $115.00/hr $575
2 Hrs Project Administration @ $45.001hr $90
Page 5 of 9
Street"E"Total $6,300
Materials Testing Total Fee $13,500
Task 403—Construction Observation Services and Certification
1. Perform full-time construction observation of construction operations,
document the work in accordance with the applicable construction contract
documents and specifications, and reject such work and materials that do not
comply with the contract documents.
2. Perform field operations in accordance with accepted safety practices.
3. Provide guidance in the proper interpretation of the Plans and KCMO APWA
Specifications.
4. Perform measurements that are involved in the determination of intermediate
and final pay quantities, and maintain an item account record.
5. Determine if the work, in general, is proceeding in accordance with the
Contract Documents.
6. Keep a diary, log book, or daily record of the Contractors activities and
progress, weather conditions, data relative to questions of Work Directive
Changes, Change Orders, changed conditions, list of job site visitors, daily
activities and decisions.
7. Assist in the preparation of records as may be required by the City of
Riverside, Missouri and applicable to the project, which may include
contractor pay estimates, change orders, and explanations of quantity
variations.
8. Perform shop drawing review of product and material submittals and verify
materials incorporated into the project.
9. Report as necessary, any work that is unsatisfactory, faulty, defective, does
not conform to the Contract Documents, or has been damaged, or does not
meet the requirements of any inspection, test, or approval required to be
made.
10.Advise the City of work that OA believes should be corrected, rejected or
should be uncovered for observation, or requires special testing, inspection,
or approval.
11.Maintain at the job site orderly files for correspondence, reports of job
conferences, shop drawings, samples, reproductions of original contract
documents including all change orders, field orders, additional drawings
issued, clarifications and interpretations of the contract documents, progress
reports,and other project related documents.
12.Attend project progress meetings as necessary.
13.Assist in obtaining from the City additional details or information, when
required,for proper execution of the work.
Assumptions and Exclusions
1. Construction Observer will be provided for 22, 8-hour days (including drive
time).
2. On site testing of concrete, soils and asphaltic concrete to be performed by
Oisson's materials testing technicians.
3. Rock and sand products for concrete will be accepted based on certificates of
compliance supplied by the contractor and/or the producer.
Page 6 of 9
4. Manufactured items shall be accepted based on certificates of compliance,
shop drawings, catalog data, etc.where so indicated.
5. Shop Drawing review(s)to be performed by the design engineer.
6. SWPPP documentation and maintenance to be performed by the contractor.
7. Pay Estimates to be produced by the contractor with verification by the on-
site observer.
8. As-built surveys and/or as-built plan preparation are not included in this
scope.
9. Video inspections of completed storm sewer lines will be performed by
others, if required.
10. Waterline bacteria and chlorine testing, flushing and pressure testing will be
performed by others.
11.All utility relocations and conflicts will be performed and remedied by others.
Construction Observer
32 Fill/Subgrade(4 days) $80.00/hr $2,560
24 Utilites Installed(3 days) $80.00/hr $1,920
32 CKD Subgrade Treatment(4 days) $80.00/hr $2,560
24 Base Rock(3 days) $80.00/hr $1,920
48 Asphaltic Concrete(6 days) $80.00/hr $3,840
16 Aggregate Shoulders(2 days) $80.00/hr $1,280
22 Documentation(1 hr/day) $80.00/hr $1,760
10 Progress Meetings(5, 2-hr meetings) $80.00/hr $ 800
27 Trips @ $50.00/trip $1,350
Subtotal Fee$17,990
Project Engineering and Administration
20 Hrs Project Engineer @ $140.00/hr $2,800
12 Hrs Project Administration @ $59.00/hr $ 708
Construction Observation Services and Certification Total Fee$21,498
Phase 500—Project Team Meetings &Direct Expenses
Task 601 —Project Meetings
This task includes time charges for travel (if required) and attendance by project
staff at project related meetings as requested by the owner, bid meetings, and
construction meetings. This will be billed at $125/hour up to the allowance
amount shown below for this task.
Hourly Fee
Task 502—Project Expenses
Includes all project related reimbursable expenses as defined in Section 4.4 of
the General Conditions to this letter agreement. The amount indicated is an
allowance and Olsson shall contact Client should the project expenses exceed
the amount shown.
Reimbursable
Page 7 of 9
Task 603—Infrastructure Certification
Upon completion of construction phase services, Olsson, if warranted, will
provide a certificate detailing that the project was constructed according to plans
and specifications.
Fee$800
Project Total Fee(excluding Phase 300—Bid Phase Services)$96,398
Plus Meetings and Reimbursable Expenses
Project Assumptions
We have made several assumptions in the preparation of this proposal. These assumptions
and subsequent explanations are as follows:
• The City of Riverside will complete any environmental mitigation required for Phase 2.
• Final Development Plans and Construction Documents will be prepared based on
direction from the owner and the approved preliminary and final development plans,
respectively. Significant site changes or building modifications at this stage will be
considered additional services.
• Offsite roadway improvements are not included.
• Olsson has assumed that the onsite sanitary main will connect to the public sewer main
by gravity. If a force main and lift station are required, Olsson can provide this service
under a supplemental agreement.
• Downstream storm water improvements are not required.
• The current FEMA mapping does not indicate any current floodplain on the property and
as such, Olsson has not included any floodplain permitting or modeling in this proposal.
Additional Services Not Included in the Above Proposal
The following services are not included with this proposal but can be provided under a
supplemental agreement if requested.
• Off-site Public Improvement Design/Plans other than those listed above.
• On-site Public Utility Design/Plans other than those listed above.
• Off-site Public Utility Design/Plans
• FEMA map revisions
• Flood studies
• Preparation of CLOMR/LOMR documents or remapping of designated floodplain due to
stream obstructions, grading, etc.
• Environmental studies
• Irrigation design
• Construction inspection,other than those listed above
• Construction staking
• As-built drawings other than those listed above
Excluded Services
• Architectural design/plans
• Mechanical or plumbing design/plans
• Landscape lighting
• Structural design/plans
• Design of entry monumentation
• Permitting fees
Page 8 or 9
Should Client request work in addition to the Scope of Services, Olsson shall invoice Client for
such additional services (Optional Additional Services) at the standard hourly billing labor rate
charged for those employees actually performing the work, plus reimbursable expenses if any.
Olsson shall not commence work on Optional Additional Services without Client's prior written
approval.
Olsson agrees to provide all of its services in a timely, competent and professional manner, in
accordance with applicable standards of care, for projects of similar geographic location, quality
and scope.
OLSSON ASSOCIATES, INC.
avid Eickman, PE Darren Hannan
If you accept this Scope of Services, please sign:
RIVERSIDE HORIZONS, LLC
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GENERAL PROVISIONS
These General Provisions are attached to and made a part of schedules; earnings or expense statements; cash flow or
the respective Letter Agreement or Master Agreement, dated economic evaluations or; feasibility studies, appraisals or
February 13, 2014 between Northpoint Development, LLC valuations.
("Client") and Olsson Associates, Inc. ("Olsson") for
professional services in connection with the project or projects 2.2.8 Furnishing the services of independent
arising under such Letter Agreement or Master Agreement(the professional associates or consultants for work beyond the
"Project(s)"). Scope of Services.
As used herein, the term "this Agreement" refers to these 2.2.9 Services necessary due to the Client's award
General Provisions,the applicable Letter Agreement or Mester of more than one prime contract for the Project(s); services
Agreement,and any other exhibits or attachments thereto as if necessary due to the construction contract containing cost plus
they were part of one and the same document. or incentive-savings provisions; services necessary in order to
arrange for performance by persons other than the prime
SECTION 1-0LSSON'S SCOPE OF SERVICES contractor; or those services necessary to administer Client's
contract(s).
Olsson's scope of services for the Project(s) is set forth in the
applicable Letter Agreement or Master Agreement("Scope of 2.2.10 Services in connection with staking out the
Services'). work of contractor(s).
SECTION 2--ADDITIONAL SERVICES 2.2.11 Services during out-of-town travel or visits to
the site beyond those specifically identified in this Agreement.
2.1 Unless otherwise expressly included, Scope of
Services does not include the categories of additional services 2.2.12 Preparation of operating and maintenance
set forth in Sections 2.2 and 2.3. manuals.
2.2 If Client and Olsson mutually agree for Olsson to 2.2.13 Services to redesign some or all of the
perform any optional additional services as set forth in this Project(s).
Section 2.2 ("Optional Additional Services'), Client will provide
written approval of the agreed-upon Optional Additional 2.2.14 Preparing to serve or serving as a consultant
Services, and Olsson shall perform or obtain from others such or witness or assisting Client with any litigation, arbitration or
services and will be entitled to an increase in compensation at other legal or administrative proceeding.
rates provided in this Agreement. Olsson may elect not to
perform all or any of the Optional Additional Services without 2.2.15 Services relating to Construction Observation,
cause or explanation: Certification, Inspection, Construction Cost Estimating, project
observation, construction management, construction
2.2.1 Preparation of applications and supporting scheduling, construction phasing or review of Contractor's
documents for governmental financial support of the Project(s); performance means or methods.
preparation or review of environmental studies and related
services;and assistance in obtaining environmental approvals. 2.3 Whenever, in its sole discretion, Olsson determines
additional services as set forth in this Section 2.3 are
2.2.2 Services to make measured drawings of or to necessary to avoid a delay in the completion of the Project(s)
investigate existing conditions of facilities. ('Necessary Additional Services"), Olsson shall perform or
obtain from others such services without waiting for specific
2.2.3 Services resulting from changes in the general instructions from Client, and Olsson will be entitled to an
scope,extent or character of the Project(s)or major changes in increase in compensation for such services at the standard
documentation previously accepted by Client where changes hourly billing rate charged for those employees performing the
are due to causes beyond Olsson's control. services,plus reimbursable expenses, if any:
2.2.4 Services resulting from the discovery of 23.1 Services in connection with work directive
conditions or circumstances which were not contemplated by changes and/or change orders directed by the Client to any
Olsson at the commencement of this Agreement. Olsson shall contractors.
notify Client of the newly discovered conditions or
circumstances and Client and Olsson shall renegotiate, in good 2.3.2 Services in making revisions to drawings and
faith, the compensation for this Agreement, if amended terms specifications occasioned by the acceptance of substitutions
cannot be agreed upon, Olsson may terminate this Agreement proposed by contractor(s); services after the award of each
and Olsson shall be paid for its services through the date of contract in evaluating and determining the acceptability of an
termination. unreasonable or excessive number of substitutions proposed
2.2.5 Providing renderings or models. by contractor(s); or evaluating an unreasonable or extensive
number of claims submitted by contractor(s) or others in
2.2.6 Preparing documents for alternate bids connection with the Project(s).
requested by Client. 2.3.3 Services resulting from significant delays,
2.2.7 Analysis of operations, maintenance or changes or price increases occurring as a direct or indirect
overhead expenses, value engineering;the preparation of rate result of material,equipment or energy shortages.
Page 1 of 8 19-3868.01
2.3.4 Additional or extended services during 3.4.2 Guarantee access to arid make all provisions
construction made necessary by (1) work damaged during for Olsson to enter upon public and private property reasonably
construction, (2) a defective, inefficient or neglected work by necessary to perform its services on the Project(s).
any contractor, (3) acceleration of the progress schedule
involving services beyond normal working hours, or(4)default 3.4.3 Provide such legal, accounting, independent
by any contractor. cost estimating or insurance counseling services as may be
required for the Project(s); any auditing service required in
SECTION 3—CLIENT'S RESPONSIBILITIES respect of contractor(s)' applications for payment; and/or any
inspection services to determine if contractor(s)are performing
3.1. Client shall provide all criteria and full information as the work legally.
to Client's requirements for the Project(s); designate and
identify in writing a person to act with authority on Client's 3.4.4 Provide engineering surveys to establish
behalf in respect of all aspects of the Projecl(s); examine and reference points for construction unless specifically included in
respond promptly to Olsson's submissions; and give prompt Olsson's Scope of Services.
written notice to Olsson whenever Client observes or otherwise
becomes aware of any defect in the Olsson's services. 3.4.5 Furnish approvals and permits from all
governmental authorities having jurisdiction over the Project(s).
3.2 Client agrees to pay Olsson the amounts due for
services rendered and expenses within thirty (30) days after 3.4.6 If more than one prime contractor is to be
Olsson has provided its invoice for such services. In the event awarded the contract for construction, designate a party to
Client disputes any invoice item, Client shall give Olsson written have responsibility and authority for coordinating and
notice of such disputed item within fifteen (15)days after receipt interfacing the activities of the various prime contractors.
of such invoice and shall pay to Olsson the undisputed portion of
the invoice according to the provisions hereof. If Client fails to 3.5 Client shall pay all costs incident to obtaining bids or
pay any invoiced amounts when due, interest will accrue on proposals from contractor(s).
each unpaid amount at the rate of thirteen percent (13%) per
annum from the date due unfit paid according to the provisions 3.6 Client shall pay all permit application review costs for
of this Agreement. Interest shall not be charged on any disputed government authorities having jurisdiction over the Project(s).
invoice item which is finally resolved in Client's favor.Payment of
interest shall not excuse or cure any default or delay in payment 3.7 Contemporaneously with the execution of this
of amounts due. Agreement,Client shall designate in writing an individual to act
as its duly authorized Project(s)representative.
3.2.1 If Client fails to make any payment due Olsson
for services and expenses within thirty (30) days after receipt 3.8 Client shall bear sole responsibility for:
of Olsson's statement therefore, Olsson may, after giving
seven (7) days written notice to Client, suspend services to 3.8.1 Jobsile safety. Neither the professional
Client under this Agreement until Olsson has been paid in full activities of Olsson, nor the presence of Olsson or its
all amounts due for services,expenses and charges and Client employees or sub-consultants at the Project shall impose any
will not obtain any license to any Work Product or be entitled to duty on Olsson relating to any health or safety laws,
retain or use any Work Product pursuant to Section 7.1 unless regulations, rules, programs or procedures.
and until Olsson has been paid in full and Client has fully
satisfied all of its obligations under this Agreement.
3.8.2 Notifying third parties including any
3.3 Payments to Olsson shall not be withheld, postponed governmental agency or prospective purchaser, of the
or made contingent on the construction,completion or success existence of any hazardous or dangerous materials located in
of the Project(s) or upon receipt by the Client of offsetting or around the Project(s)site.
reimbursements or credit from other parties who may have
caused the need for additional services. No withholdings, 3.8.3 Providing and updating Olsson with accurate
deductions or offsets shall be made from Olsson's information regarding existing conditions, including the
compensation for any reason unless and until Olsson has been existence of hazardous or dangerous materials, proposed
found to be legally liable for such amounts. Project(s) site uses, any change in Project(s) plans, and all
subsurface installations, such as pipes, tanks, cables and
3.4 Client shall also do the following and pay all costs utilities within the Project(s)site.
incident thereto'
3.9 Client releases Olsson from liability for any incorrect
3.4.1 Furnish to Olsson any existing and/or required advice,judgment or decision based on inaccurate information
borings, probings or subsurface explorations; hydrographic furnished by Client or others.
surveys; laboratory tests or inspections of samples, materials
or equipment; appropriate professional interpretations of any of 3.10 If reasonable precautions will be inadequate to
the foregoing; environmental assessment and impact prevent foreseeable bodily injury or death to persons resulting
statements; property, boundary, easement, right-of-way, from a material or substance, including hazardous materials,
topographic or utility surveys; property descriptions; and/or encountered on the site, Olsson may immediately stop work in
zoning or deed restrictions, all of which Olsson may rely upon the affected area and report the condition to Client Client shall
in performing services hereunder. be solely responsible for retaining independent consultant($)to
determine the nature of the material and to abate or remove
the material. Olsson shall not be required to perform any
services or work relating to or in the area of such material until
Page 2 of 8 19-3868.01
the material has been removed or rendered harmless and only contractor(s) or any subcontractor(s). Olsson shall sign pre-
after approval, if necessary of the government agency with printed form certifications only if(a)Olsson approves the form
jurisdiction. of such certification prior to the commencement of its services,
(b) such certification is expressly included in the Scope of
3.11 Providing and assuming all responsibility for: Services, (c) the certification is limited to a statement of
interpretation of contract documents; Construction professional opinion and does not constitute a warranty or
Observations; Certifications; Inspections; Construction Cost guarantee, express or implied. It is understood that any
Estimating; project observations: construction management; certification by Olsson shall not relieve the Client or the Client's
construction scheduling; construction phasing; and review of contractors of any responsibility or obligation they may have by
Contractor's performance, means and methods. Client waives industry custom or under any contract.
any claims against Olsson and releases Olsson from liability
relating to or arising out of such services and agrees, to the 4.4 "Construction Cost Estimate": An opinion of probable
fullest extent permitted by law, to indemnify and hold Olsson construction cost made by Olsson. In providing opinions of
harmless from any and all damages, liabilities or costs, probable construction cost, it is recognized that neither the
including reasonable attorneys' fees and defense costs, Client nor Olsson has control over the costs of labor,
relating to such actions and services. equipment or materials, or over the contractors methods of
determining prices or bidding. The opinion of probable
SECTION 4—MEANING OF TERMS construction costs is based on Olsson's reasonable
professional judgment and experience and does not constitute
4.1 The "Cost of Construction" of the entire Project(s) a warranty,express or implied, that the contractor's bids or the
(herein referred to as "Cost of Construction") means the total negotiated price of the work on the Project(s)will not vary from
cost to Client of those portions of the entire Project(s)designed the Client's budget or from any opinion of probable cost
and specified by Olsson, but it will not include Olsson's prepared by Olsson.
compensation and expenses,the cost of land,rights-of-way,or
compensation for or damages to, properties unless this 4.5 "Day': A calendar day of 24 hours. The term "days"
Agreement so specifies, nor will it include Client's legal, shall mean consecutive calendar days of 24 hours each, or
accounting, insurance counseling or auditing services, or fraction thereof.
interest and financing charges incurred in connection with the
Project(s)or the cost of other services to be provided by others 4.6 "Construction Observation": If included in the Scope
to Client pursuant to Section 3. of Services, such services during construction shall be limited
to periodic visual observation and testing of the work to
4.2 The "Salary Costs': Used as a basis for payment determine that the observed work generally conforms to the
mean salaries and wages (base and incentive) paid to all contract documents. Olsson shall not be responsible for
Olsson's personnel engaged directly on the Project(s), constant or exhaustive observation of the work. Client
including, but not limited to, engineers, architects, surveyors, understands and agrees that such visual observations are
designers, draftsmen, specification writers, estimators, other discrete sampling procedures and that such procedures
technical and business personnel; plus the cost of customary indicate conditions that exist only at the locations and times the
and statutory benefits, including, but not limited to, social observations were performed. Performance of Construction
security contributions, unemployment, excise and payroll Observation services does not constitute a warranty or
taxes, workers' compensation, health and retirement benefits, guarantee of any type, since even with diligent observation,
sick leave,vacation and holiday pay and other group benefits. some construction defects, deficiencies or omissions in the
work may occur. Olsson shall have no responsibility for the
4.3 "Certify' or 'a Certification": If included in the Scope means, methods, techniques, sequences or procedures
of Services, such services shall be limited to a statement of selected by the contractor or for the contractor's safety
Olsson's opinion, to the best of Olsson's professional precautions and programs nor for failure by the contractor to
knowledge, information and belief, based upon its periodic comply with any laws or regulations relating to the performance
observations and reasonable review of reports and tests or furnishing of any work by the contractor. Client shall hold its
created by Olsson or provided to Olsson. Olsson shall not be contractor(s) solely responsible for the quality and completion
responsible for constant or exhaustive observation of the work. of the Project(a), including construction in accordance with the
Client understands and agrees that any certifications based construction documents. Any duty under this Agreement is for
upon discrete sampling observations and that such the sole benefit of the Client and not for any third party,
observations indicate conditions that exist only at the locations including the contractor or any subcontractor. Client, or its
and times the observations were performed. Performance of designees shall notify Olsson at least twenty-four(24)hours in
such observation services and certification does not constitute advance of any field tests and observations required by the
a warranty or guarantee of any type, since even with diligent construction documents.
observation, some construction defects, deficiencies or
omissions in the work may occur. Olsson shall have no 4.7 "Inspect' or "Inspection": If included in the Scope of
responsibility for the means, methods, techniques, sequences Services, such services shall be limited to the periodic visual
or procedures selected by the contractor(s) or for the observation of the contractor's completed work to permit
contractor's safety precautions and programs nor for failure by Olsson, as an experienced and qualified professional, to
the contractor(s)to comply with any laws or regulations relating determine that the observed work, generally conforms to the
to the performance or furnishing of any work by the contract documents. Olsson shall not be responsible for
contractor(s). Client shall hold its contractor(s) solely constant or exhaustive observation of the work. Client
responsible for the quality and completion of the Project(s), understands and agrees that such visual observations are
including construction in accordance with the construction discrete sampling procedures and that such procedures
documents. Any duty under this Agreement is for the sole indicate conditions that exist only at the locations and times the
benefit of the Client and not for any third party, including the observations were performed. Performance of such
Page 3 of 8 19-3888.01
observation services does not constitute a warranty or incurred by Olsson in connection with the orderly termination of
guarantee of any type, since even with diligent observation, this Agreement, including but not limited to demobilization,
some construction defects, deficiencies or omissions in the reassignment of personnel, associated overhead costs, any
work may occur. Olsson shall have no responsibility for the fees, costs or expenses incurred by Olsson in preparing or
means, methods, techniques, sequences or procedures negotiating any proposals submitted to Client for Olsson's
selected by the contractor(s) or for the contractor's safety Scope of Services or Optional Additional Services under this
precautions and programs nor for failure by the contractor(s)to Agreement and all other expenses directly resulting from the
comply with any laws or regulations relating to the performance termination and a reasonable profit of ten percent (10%) of
or furnishing of any work by the contractor(s). Client shall hold Olsson's actual costs(including overhead)incurred.
its contractor(s) solely responsible for the quality and
completion of the Project(s), including construction in SECTION 6—DISPUTE RESOLUTION
accordance with the construction documents. Any duty under
this Agreement is for the sole benefit of the Client and not for 6.1. Mediation
any third party, including the contractor(s) or any
subcontractor(s). Client, or its designees,shall notify Olsson at 6.1.1 All questions in dispute under this Agreement
least !wanly-four (24) hours in advance of any inspections shall be submitted to mediation. On the written notice of either
required by the construction documents. party to the other of the election to submit any dispute under
this Agreement to mediation, each party shall designate their
4.8 "Record Documents": Drawings prepared by Olsson representatives and shall meet within len (10) days after the
upon the completion of construction based upon the drawings service of the notice.The parties themselves shall then attempt
and other data furnished to Olsson by the Contractor and to resolve the dispute within ten(10)days of meeting.
others showing significant changes in the work on the
Project(s) made during construction. Because Record 6.1.2 Should the parties themselves be unable to
Documents are prepared based on unverified information agree on a resolution of the dispute, and then the parties shall
provided by others, Olsson makes no warranty of the accuracy appoint a third party who shall be a competent and impartial
or completeness of the Record Documents. party and who shall be acceptable to each party, to mediate
the dispute. Any third party mediator shall be qualified to
SECTION 5—TERMINATION evaluate the performance of both of the parties, and shall be
familiar with the design and construction progress. The third
5.1 Either party may terminate this Agreement, for cause party shall meet to hear the dispute within ten(10)days of their
upon giving the other party not less than seven (7) calendar selection and shall attempt to resolve the dispute within fifteen
days written notice of default for any of the following reasons; (15)days of first meeting.
provided, however, that the notified party shall have the same
seven(7)calendar day period in which to cure the default: 6.1.3 Each party shall pay the fees and expenses of
the third party mediator and such costs shall be borne equally
5.1.1 Substantial failure by the other party to perform by both parties.
in accordance with the terms of this Agreement and through no
fault of the terminating party; 6.2 Arbitration or Litigation
5.1.2 Assignment of this Agreement or transfer of the 6.2.1 Olsson and Client agree that from time to time,
Project(s) by either party to any other entity without the prior there may be conflicts, disputes and/or disagreements
written consent of the other parry; between them, arising out of or relating to the services of
Olsson, the Project(s), or this Agreement (hereinafter
5.1.3 Suspension of the Project(s) or Olsson's collectively referred to as "Disputes") which may not be
services by the Client for more than ninety(90)calendar days, resolved through mediation. Therefore, Olsson and Client
consecutive or in the aggregate. agree that all Disputes shall be resolved by binding arbitration
or litigation at the sole discretion and choice of Olsson. If
5.2 In the event of a `for cause" termination of this Olsson chooses arbitration, the arbitration proceeding shall
Agreement by either party, the Client shall, within fifteen (15) proceed in accordance with the Construction Industry
calendar days after receiving Olsson's final invoice, pay Olsson Arbitration Rules of the AAA.
for all services rendered and all reimbursable costs incurred by
Olsson up to the date of termination, in accordance with the 6.2.2 Client hereby agrees that Olsson shall have
payment provisions of this Agreementthe right to include Client, by consolidation, joinder or other
manner, in any arbitration or litigation involving Olsson and a
5.2.1 In the event of a"for cause"termination of this subconsultant or subcontractor of Olsson or Olsson and any
Agreement by Client and (a)a final determination of default is other person or entity, regardless of who originally initiated
entered against Olsson under Section 6.2 and (b) Client has such proceedings.
fully satisfied all of its obligations under this Agreement,Olsson
shall grant Client a limited license to use the Work Product 6.2.3 If Olsson chooses arbitration or litigation,either
pursuant to Section 7.1. may be commenced at any time prior to or after completion of
the Project(s), provided that if arbitration or litigation is
5.3 The Client may terminate this Agreement for the commenced prior to the completion of the Project(s), the
Client's convenience and without cause upon giving Olsson not obligations of the parties under the terms of this Agreement
less than seven (7) calendar days written notice. In the event shall not be altered by reason of the arbitration or litigation
of any termination that is not the fault of Olsson, the Client being conducted. Any arbitration hearings or litigation shall
shall pay Olsson, in addition to payment for services rendered take place in Lincoln, Nebraska, the location of Olsson's home
and reimbursable costs incurred, for all expenses reasonably office.
Page 4 of 8 19-3868.01
6.2.4 The prevailing party in any arbitration or signed and sealed original documents shall govern. Olsson
litigation relating to any Dispute shall be entitled to recover specifically disclaims all warranties, expressed or implied,
from the other party those reasonable attorney fees, costs and including without limitation,and any warranty of merchantability
expenses incurred by the prevailing party in connection with or fitness for a particular purpose with respect to any electronic
the Dispute. files.It shall be Client's responsibility to confirm the accuracy of
the information contained in the electronic file and that it
SECTION 7—MISCELLANEOUS accurately reflects the information needed by the Client. Client
shall not retransmit any electronic files, or any portion thereof,
7.1 Reuse of Documents without including this disclaimer as part of any such
transmissions. In addition, Client agrees, to the fullest extent
All documents, including drawings, specifications, reports, permitted by law, to indemnify and hold harmless Olsson, its
boring logs, maps, field data, data, test results, information, officers, directors,employees and sub consultants against any
recommendations,or opinions prepared or furnished by Olsson and all damages, liabilities, claims or costs, including
(and Olsson's independent professional associates and reasonable attorney's and expert witness fees and defense
consultants) pursuant to this Agreement("Work Product'). are costs, arising from any changes made by anyone other than
all Olsson's instruments of service, do not constitute goods or Olsson or from any reuse of the electronic files without the
products, and are copyrighted works of Olsson. Olsson shall prior written consent of Olsson.
retain an ownership and property interest in such Work Product
whether or not the Project(s) is completed. If Client has fully 7.3 Construction Cost Estimate
satisfied all of its obligations under this Agreement, Olsson
shall grant Client a limited license to use the Work Product and Since Olsson has no control over the cost of labor, materials,
Client may make and retain copies of Work Product for use in equipment or services furnished by others, or over the
connection with the Project(s); however, such Work Product is contractor(s)' methods of determining prices, or over
for the exclusive use and benefit of Client or its agents in competitive bidding or market conditions, Olsson's
connection with the Project(s), are not intended to inform, Construction Cost Estimate provided for herein is made on the
guide or otherwise influence any other entities or persons with basis of Olsson's experience and qualifications and represent
respect to any particular business transactions, and should not Olsson's best judgment as an experienced and qualified
be relied upon by any entities or persons other than Client or professional engineer, familiar with the construction industry.
its agents for any purpose other than the Project(s). Such Work Client acknowledges and agrees that Olsson cannot and does
Product is not intended or represented to be suitable far reuse not guarantee proposals or bids and that actual total Project(s)
by Client or others on extensions of the Project(s)or on any or construction costs may reasonably vary from Olsson's
other Project(s). Client will not distribute or convey such Work Construction Cost Estimate. If prior to the bidding or
Product to any other persons or entities without Olsson's prior negotiating phase Client wishes greater assurance as to total
written consent which shall include a release of Olsson from Project(s) or construction costs, Client shall employ an
liability and indemnification by the third party. Any reuse of independent cost estimator as provided in paragraph 3.4.3. If
Work Product without written verification or adaptation by Olsson's Construction Cost Estimate was performed in
Olsson for the specific purpose intended will be at Client's sole accordance with its standard of care and was reasonable
risk and without liability or legal exposure to Olsson, or to under the total circumstances, any services performed by
Olsson's independent professional associates or consultants, Olsson to modify the contract documents to bring the
and Client shall indemnify and hold harmless Olsson and construction cost within any limitation established by Client will
Olsson's independent professional associates and consultants be considered Optional Additional Services and paid for as
from all claims, damages, losses and expenses including such by Client. If, however, Olsson's Construction Cost
attorneys' fees arising out of or resulting therefrom. Any such Estimate was not performed in accordance with its standard of
verification or adaptation of Work Product will entitle Olsson to care and was unreasonable under the total circumstances and
further compensation at rates to be agreed upon by Client and the lowest negotiated bid for construction of the Project(s)
Olsson. unreasonably exceeds Olsson's Construction Cost Estimate,
Olsson shall modify its work as necessary to adjust the
7.2 Electronic Files Project(s)' size, and/or quality to reasonably comply with the
Client's budget at no additional cost to Client. Under such
By accepting and utilizing any electronic file of any Work circumstances, Olsson's modification of its work at no cost
Product or other data transmitted by Olsson, the Client agrees shall be the limit of Olsson's responsibility with regard to any
for itself, its successors, assigns, insurers and all those unreasonable Construction Cost Estimate.
claiming under or through it, that by using any of the
information contained in the attached electronic file, all users 7.4 Prevailing Wages
agree to be bound by the following terms. All of the information
contained in any electronic file is the work product and It is Client's responsibility to determine whether the Projects)
instrument of service of Olsson, who shall be deemed the is covered under any prevailing wage regulations. Unless
author, and shall retain all common law, statutory law and Client specifically informs Olsson in writing that the Project(s)
other rights, including copyrights, unless the same have is a prevailing wage project and is identified as such in the
previously been transferred in writing to the Client. The Scope of Services, Client agrees to reimburse Olsson and to
information contained in any electronic file is provided for the defend, indemnify and hold harmless Olsson from and against
convenience to the Client and is provided in "as is" condition. any liability, including costs,fines and attorneys'fees, resulting
The Client is aware that differences may exist between the from a subsequent determination that the Project(s) was
electronic files transferred and the printed hard-copy original covered under any prevailing wage regulations.
signed and stamped drawings or reports. In the event of a
conflict between the signed original documents prepared by
Olsson and the electronic files,which may be transferred, the
Page 5 of 8 19-3868.01
7.5 Samples 7.8.3.2 is or becomes publicly available by other
than unauthorized disclosures; or
All material testing samples shall remain the property of the
Client. If appropriate, Olsson shall preserve samples obtained 7.8.3.3 is independently developed by the
no longer than forty-five (45) days after the issuance of any Receiving Party without a breach of this Agreement;or
document that includes the data obtained from those samples.
After that date, Olsson may dispose of the samples or return 7.8,3.4 is disclosed to third parties by the
them to Client at Client's cost. Disclosing Party without restrictions;or
7.6 Standard of Care 7.8.3.5 is received from a third party not subject to
any confidentiality obligations.
Olsson will strive to perform its services in a manner consistent
with that level of care and skill ordinarily exercised by members 7.8.4 In the event that the Receiving Party is
of Olsson's profession providing similar services in the same required by law or legal process to disclose any of Information
locality under similar circumstances at the time Olsson's of the Disclosing Party, the Receiving Party required to
services are performed. This Agreement creates no other disclose such Information shall provide the Disclosing Party
representation,warranty or guarantee,express or implied. with prompt oral and written notice, unless notice is prohibited
by law(in which case such notice shall be provided as early as
7.7 Force Majeure may be legally permissible), or any such requirement so that
the Disclosing Party may seek a protective order or other
Any delay in the performance of any of the duties or obligations appropriate remedy.
of either party hereto(except the payment of money)shall not
be considered a breach of this Agreement and the time 7.8.5 Nothing contained in this Agreement shall be
required for performance shall be extended for a period equal construed as altering any rights that the Disclosing Party has in
to the period of such delay, provided that such delay has been the Information exchanged with or disclosed to the Receiving
caused by or is the result of any acts of God, acts of the public Party, and upon request, the Receiving Party will return all
enemy, insurrections, riots, embargoes, labor disputes, Information received in tangible form to the Disclosing Party,or
including strikes, lockouts, job actions, boycotts, fires, at the Receiving Party's option, destroy all such Information. If
explosions, floods, shortages of material or energy, or other the Receiving Party exercises its opfion to destroy the
unforeseeable causes beyond the control and without the fault Information, the Receiving Party shall certify such destruction
or negligence of the party so affected. The affected party shall to the Disclosing Party.
give prompt notice to the other party of such cause, and shall
take promptly whatever reasonable steps are necessary to 7.8.6 The parties acknowledge that disclosure or use
relieve the effect of such cause. of Information in violation of this Agreement could cause
irreparable harm for which monetary damages may be difficult
7.8 Confidentiality to ascertain or constitute an inadequate remedy. Each party
therefore agrees that the Disclosing Parry shall be entitled in
In performing this Agreement,the parties may disclose to each addition to its other rights to seek injunctive relief for any
other written or oral non-public, confidential or proprietary violation of this Agreement.
information, including but not limited to, information of a
business,planning, marketing or technical nature and models, 7.8.7 The obligations of confidentiality set forth
tools, hardware and software, and any documents, reports, herein shall survive termination of this Agreement, but shall
memoranda, notes, files or analyses that contain, summarize only remain in effect for a period of one(1)year from the date
or are based upon any proprietary or confidential information the Information is first disclosed.
(hereafter referred to as the"Information").
7.9 Damage or Injury to Subterranean Structures or
7.8.1 Therefore, Olsson and Client agree that the Utilities, Hazardous Materials, Pollution and
party receiving Information from the other party to this Contamination
Agreement (the "Receiving Party") shall keep Information
confidential and not use the Information in any manner other 7.9.1 To the extent that work pursuant to this
than in the performance of this Agreement without prior written Agreement requires any sampling, boring, excavation, ditching
approval of the party disclosing Information (the "Disclosing or other disruption of the soil or subsurface at the Site, Olsson
Party") unless Client is a public entity and the release of shall confer with Client prior to such activity and Client will be
Information is required by law or legal process. responsible for identifying, locating and marking, as necessary,
any private subterranean structures or utilities and Olsson
7.8.2 The existence of discussions between the shall be responsible for arranging investigation of public
parties, the purpose of this Agreement, and this Agreement subterranean structures or utilities through an appropriate
Shall be considered Information subject to the confidentiality utility one-call provider. Thereafter, Olsson shall take all
provisions of this Agreement. reasonable precautions to avoid damage or injury to
subtrerranean structures or utilities which were identified by
7.8.3 Notwithstanding anything to the contrary Client or the one-call provider. Olsson shall not be responsible
herein, the Receiving Party shall have no obligation to for any damage, liability or costs, for any property damage,
preserve the confidentiality of any Information which. injury or economic loss arising or allegedly arising from
damages to subterranean structures or utilities caused by
7.8.3.1 was previously known to the Receiving subsurface penetrations in locations approved by Client andlor
Party free of any obligation to keep it confidential;or the one call provider or not correctly shown on any plans,
drawings or utility clearance provided to Olsson, except for
Page 6 of 8 19-3868.01
damages caused by the negligence of Olsson in the use of responsibility and liability, as set forth herein, shall be
such information. specifically applied.
7.9.2 It is understood and agreed that any 7.10 Controlling Law and Venue
assistance Olsson may provide Client in the disposal of waste
materials shall not result in Olsson being deemed as a The parties agree that this Agreement and any legal actions
generator, arranger, transporter or disposer of hazardous concerning its validity, interpretation or performance shall be
materials or hazardous waste as defined under any law or governed by the laws of the State of Nebraska. It is further
regulation.Tile to all samples and waste materials remains agreed that any legal action between the parties arising out of
with Client, and at no time shall Olsson take tile to the above this Agreement or the performance of services shall be brought
material.Client may authorize Olsson to execute Hazardous in a court of competemprisdiction in Nebraska.
Waste Manifest, Bill of Lading or other forms as agent of
Client. If Client requests Olsson to execute such documents 7.11 Subconsultants
as its agent, the Hazardous Waste Manifest, Bill of Lading or
other similar documents shall be completed in the name of the Olsson may utilize as necessary in its discretion
Client.Client agrees to indemnify and hold Olsson harmless subconsultants and other subcontractors. Olsson will be paid
from any and all claims that Olsson is a generator, arranger, for all services rendered by its subconsultants and other
transporter, or disposer of hazardous waste as a result of any subconsultants as set forth in this Agreement.
actions of Olsson, including, but not limited to. Olsson signing
a Hazardous Waste Manifest, Bill of Lading or other form on 7.12 Assignment
behalf of Client.
7.12.1 Client and Olsson each are hereby bound and
7.9.3 At any time, Olsson can request in writing that the partners, successors, executors, administrators and legal
Client remove samples, cuttings and hazardous substances representatives of Client and Olsson (and to the extent
generated by the Projecl(s) from the project site or other permitted by paragraph 7.12.2 the assigns of Client and
location. Client shall promptly comply with such request, and Olsson)are hereby bound to the other party to this Agreement
pay and be responsible for the removal and lawful disposal of and to the partners, successors, executors, administrators and
samples, cuttings and hazardous substances, unless other legal representatives(and said assigns)of such other party, in
arrangements are mutually agreed upon in writing. respect of all covenants, agreements and obligations of this
Agreement.
7.9.4 Client shall release Olsson of any liability for,
and shall defend and indemnify Olsson against any and all 7.12.2 Neither Client nor Olsson shall assign, sublet
claims, liability and expense resulting from operations under or transfer any rights under or interest in(including, but without
this Agreement on account of injury to, destruction of, or loss limitation, moneys that may become due or moneys that are
or impairment of any property right in or to oil, gas, or other due)this Agreement without the written consent of the other,
mineral substance or water,if at the time of the act or omission except to the extent that any assignment, subletting or transfer
causing such injury, destruction, loss or impairment, said is mandated by law or the effect of this limitation may be
substance had not been reduced to physical possession above restricted by law. Unless specifically stated to the contrary in
the surface of the earth, and for any loss or damage to any any written consent to an assignment, no assignment will
formation,strata, reservoir beneath the surface of the earth. release or discharge the assignor from any duty or
responsibility under this Agreement. Nothing contained in this
7.9.5 Notwithstanding anything to the contrary paragraph shall prevent Olsson from employing such
contained herein, it is understood and agreed by and between subconsultants and other subcontractors as Olsson may deem
Olsson and Client that the responsibility for pollution and appropriate to assist in the performance of services under this
contamination shall be as follows: Agreement.
7.9.5.1 Unless otherwise provided herein, Client 7.12.3 Nothing under this Agreement shall be
shall assume all responsibility for, including control and construed to give any rights or benefits in this Agreement to
removal of, and protect, defend and save harmless Olsson anyone other than Client and Olsson, and all duties and
from and against all claims, demands and causes of action of responsibilities undertaken pursuant to this Agreement will be
every kind and character arising from pollution or for the sole and exclusive benefit of Client and Olsson and not
contamination (including naturally occurring radioactive for the benefit of any other party. There are no third-party
material) which originates above the surface of the land or beneficiaries of this Agreement.
water from spills of fuels, lubricants, motor oils, pipe dope,
paints, solvents, ballast, bilge and garbage, except 7.13 Indemnity
unavoidable pollution from reserve pits, wholly in Olsson's
possession and control and directly associated with Olsson's Olsson and Client mutually agree, to the fullest extent
equipmentpermitted by law, to indemnify and hold each other harmless
from any and all damages, liabilities or costs, including
7.9.5.2 In the event a third party commits an act or reasonable attorneys'fees and defense costs, relating to third
omission which results in pollution or contamination for which party personal injury or third party property damage and arising
either Olsson or Client, for wham such party is performing from their own negligent acts, errors or omissions in the
work, is held to be legally liable, the responsibility therefore performance of their services under this Agreement,but only to
shall be considered as between Olsson and Client, to be the the extent that each party is responsible for such damages,
same as if the party for whom the work was performed had liabilities or costs on a comparative basis of fault.
performed the same and all of the obligations regarding
defense, indemnity, holding harmless and limitation of
Page 7 of 8 19-3888.01
7.14 Limitation on Damages
7.14.1 Notwithstanding any other provision of this
Agreement, and to the fullest extent permitted by law, neither
party's individual employees, principals, officers or directors
shall be subject to personal liability or damages arising out of
or connected in any way to the Project(s)or to this Agreement.
7.14.2 Notwithstanding any other provision of this
Agreement, and to the fullest extent permitted by law, neither
Client nor Olsson, their respective officers, directors, partners,
employees, contractors or subconsultants shall be liable to the
other or shall make any claim for any delay damages, any
punitive damages or any incidental, indirect or consequential
damages arising out of or connected in any way to the
Project(s) or to this Agreement This mutual waiver of delay
damages and consequential damages shall include, but is not
limited to, disruptions, accelerations, inefficiencies, increased
construction costs, increased home office overhead, loss of
use, loss of profit, loss of business, loss of income, loss of
reputation or any other delay or consequential damages that
either party may have incurred from any cause of action
including, but not limited to, negligence, statutory violations,
misrepresentation, fraud, deceptive trade practices, breach of
fiduciary duties, strict liability,breach of contract and/or breach
of strict or implied warranty. Both the Client and Olsson shall
require similar waivers of consequential damages protecting all
the entities or persons named herein in all contracts and
subcontracts with others involved in the Project(s).
7.14.3 Notwithstanding any other provision of this
Agreement, Client agrees that, to the fullest extent permitted
by law, Otsson's total liability to the Client for any and ail
injuries, claims, losses, expenses, damages, or claims
expenses of any kind arising from any services provided by or
through Olsson under this Agreement, shall not exceed the
amount of Olsson's fee earned under this Agreement. Client
acknowledges that such causes include, but are not limited to,
negligence, statutory violations, misrepresentation, fraud,
deceptive trade practices, breach of fiduciary duties, strict
liability, breach of contract and/or breach of strict or implied
warranty. This limitation of liability shall apply to all phases of
Olsson's services performed in connection with the Project(s),
whether subsequent to or prior to the execution of this
Agreement.
7.15 Entire Agreement
This Agreement supersedes all prior communications,
understandings and agreements, whether oral or written.
Amendments to this Agreement must be in writing and signed
by the Client and Olsson.
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