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HomeMy WebLinkAboutResolution - 2007-R0411 - Amendment To Contract - Hugo Reed And Associates Inc.- Glenna Goodacre Project - 09/13/2007Resolution No. 2007-RO411 September 13, 2007 Item No. 5.10 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City Council of the City of Lubbock hereby authorizes and directs the Mayor of the City of Lubbock to execute an Amendment No. 5 to the Contract by and between the City of Lubbock and Hugo Reed & Associates, Inc., executed December 8, 2003, on the Glenna Goodacre Boulevard Project in Overton Park, which Amendment No. 5 and any associated documents are attached hereto and made a part of this Resolution for all intents and purposes. Passed by the City Council this 13th day of September , 2007. DAVID A. MPELER, MAYOR ATTEST: Rebe ca Garza, City Secretary APPROV , AS TO CONTENT// �� A��- arty Herte City Engineer APPROVED AS T-O'MRM: Vandi r, Attorney o ounsel J)Dres/HugoReedConAmend5 Res August 24, 2007 Resolution No. 2007—RO411 AMENDMENT NO. 5 to CONTRACT FOR ENGINEERING SERVICES for DESIGN and BID: GLENNA GOODACRE BOULEVARD PROJECT in OVERTON PARK, LUBBOCK THE STATE OF TEXAS § THE COUNTY OF LUBBOCK § THIS AMENDMENT NO. 5 to THE CONTRACT FOR ENGINEERING SERVICES for DESIGN and BID: GLENNA GOODACRE BOULEVARD PROJECT in OVERTON PARK, LUBBOCK, said contract dated December 8, 2003 (Resolution No. 2003-R0562) together with Amendment No. 1 dated August 26, 2004 (Resolution No. 2004-R0417), Amendment No. 2 dated November 4, 2004 (Resolution No. 2004-R0551), Amendment No. 3 dated November 7, 2005 (Resolution No. 2005-R0519), and Amendment No. 4 dated March 5, 2007 (Resolution No. 2007- (0094) is made by and between the City of Lubbock, Texas, hereinafter called the OWNER, and Hugo Reed and Associates, Inc., hereinafter called HRA. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the OWNER and HRA do mutually agree as follows. ARTICLE 1. CONTRACT PERIOD The effective date of the original contract was December 8, 2003. Amendment No. 3 extended the Contract Period to December 30, 2006. Amendment No. 4 extended the Contract Period through December 31, 2007. This AMENDMENT NO. 5 will extend the Contract Period to include the additional design phase services and those construction phase services as generally outlined herein. Unless subsequent Amendments to this Contract are executed, the Contract Period will extend through December 31, 2009, unless the additional services authorized by this amendment are completed in their entirety before said date. ARTICLE 2. SCOPE OF SERVICES This AMENDMENT NO. 5 is being made at the request of the OWNER for the purpose of amending the Original Scope of Services to include those general professional services detailed in Exhibit A, "ENGINEER's Services." ARTICLE 3. COMPENSATION The general tasking proposed to perform the additional services authorized by this AMENDMENT NO. 5 is described in Exhibit A. The basis for payment for services performed under this Amendment is indicated in Exhibit B, "Payments to ENGINEER for Services and Reimbursable Expenses." This AMENDMENT NO. 5 will result in a net increase of $ 623,800 to the maximum amount payable under this contract. ARTICLE 4. OTHER This Amendment will affect a change to the hourly billing rates applicable to work performed under this Amendment going forward, as indicated in Appendix 2 to Exhibit B, "Standard Hourly Rates Schedule." No changes to the original contract are requested or granted as a result of this Amendment, other than those detailed in these Articles 1 through 4, above. Other provisions of the Amendment No. 5 to Contract for Engineering Services for Design and Bid: Glenna Goodacre Boulevard Project Page 1 original contract will remain in full force and effect. This Amendment shall become a part of and be incorporated into the original contract upon its full execution by both OWNER and HRA. ARTICLE 5. SIGNATORY WARRANTY The undersigned signatory for Hugo Reed and Associates, Inc. hereby represents and warrants that he is an officer of the organization for which he has executed this contract and that he has full and complete authority to enter into this contract on behalf of his firm. The undersigned signatory for the OWNER hereby represents and warrants that he/she has full and complete authority to enter into this contract on behalf of this organization. IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 5 to the original contract to be executed, but this AMENDMENT NO. 5 to the original contract shall not be valid until signed by a duly authorized representative of each party. HUGO REED AND ASSOCIATES, INC. Stevan M. Coleman, P.E. E.V.P. Operations CITY OF LUBBOCK, TEXASoe % --�/ — eo— David A. Mill r, Mayor APPROVE S TO CO TENT: arry Hertel, 1-,E.' City Enginee Mailing Addresses: Attest: Rebeco6 Garza City Secretary APPROVED AS T 9 RM: D andiver, Attorney of Co sel ! For the purpose of this agreement, the following addresses shall be used to mail all required notices, reports, claims and correspondence: For: Hugo Reed and Associates, Inc. For: City of Lubbock 1601 Avenue N 162513 1h Street Lubbock, TX 79401 Lubbock, Texas 79401 Attn: Mr. Bernard J. Gradel, Jr., President Attn: Mr. Larry Hertel, P. E. Amendment No. 5 to Contract for Engineering Services for Design and Bid: Glenna Goodacre Boulevard Project Page 2 This is EXHIBIT A, consisting of 6 pages, referred to in and being a part of Amendment No. 5 to the Agreement between OWNER and ENGINEER for Professional Services for the GLENNA GOODACRE BOULEVARD 'PROJECT. ENGINEER's Services Article 2 of the Amendment is amended and supplemented to include the following agreement of the parties. For Work authorized by OWNER, ENGINEER shall provide Basic and Additional Services as set forth below and as amended and supplemented by additional amendments, if any. Work to be performed by ENGINEER and ENGINEER's Consultants may generally consist of, but not be limited to, topographic and improvement surveying for design, surveying for right-of-way parcel acquisitions, professional engineering design and plan preparation for streets and drainage improvements, construction staking, construction phase services, preparation of reports and specifications, professional landscape and architectural design and plan preparation for streetscape amenities, preparation of cost estimates, and other services necessary to provide on-going design and support for related projects in the Overton Park redevelopment effort. Typical expected Work will involve the design and plan preparations for reconstruction and realignment of public streets and drainage features, together with design and plan preparations for hardscape and softscape landscaping features and amenities, including lighting and signage as appropriate. PART 1 -- BASIC SERVICES A1.01 Design Development and Preliminary Design Phase A. ENGINEER shall: 1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data. Establish the scope of services needed for the Work in consultation with OWNER. 2. Advise OWNER as to the necessity of OWNER providing data or services of the types described in Exhibit B, if any, which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services. 3. Develop and prepare data, including as appropriate, schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the agreed -to requirements, considerations involved, and those alternatives available to OWNER which ENGINEER recommends. This data will be accompanied by ENGINEER's opinion of probable Construction Cost, with allowances for contingencies for each alternative which is so recommended for the Project with itemized components. 4. ENGINEER will provide five (5) copies of preliminary design data for OWNER's review. B. ENGINEER's services under the Design Development and Preliminary Design Phase will be considered complete when the OWNER has reviewed and approved ENGINEER's preliminary design data. A1.02 Final Design Phase A. After acceptance by OWNER of the Preliminary Design Phase data and revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER -directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from OWNER, ENGINEER shall: 1. On the basis of the above acceptance, direction, and authorization, prepare final Drawings indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. Specifications will be prepared, where appropriate, in general conformance with the 16 -division format of the Construction Specifications Institute. Page 1 of 6 Exhibit A - ENGINEER's Services Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project 2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project and assist OWNER in consultations with appropriate authorities. 3. Advise OWNER of any adjustments to the opinion of probable Construction Cost. 4. Prepare and furnish Bidding Documents for review and approval by OWNER, its legal counsel, and other advisors, as appropriate, and assist OWNER in the preparation of other related documents. 5. Prepare and furnish final original copies of the Bidding Documents for OWNER's use to reproduce copies for the bid process. Prepare and furnish a revised opinion of probable Construction Cost if warranted by changes to the design documents. B. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's compensation has been established under this Agreement is one (1). C. ENGINEER's services under the Final Design Phase will be considered complete when the final Bidding Documents have been approved by and delivered to OWNER. A1.03 Bidding and Negotiating Phase A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase and upon written authorization by OWNER to proceed, ENGINEER shall: 1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work. 2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents, 3. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by Contractor for those portions of the Work as to which such acceptability may be required by the Bidding Documents. 4. Attend the Bid opening and assist OWNER in evaluating Bids or proposals and in assembling and awarding contracts for the Work. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors. A1.04 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from OWNER, ENGINEER shall: 1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's representative as provided in the General Conditions. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said General Conditions shall not be modified, except as ENGINEER may otherwise agree in writing. 2. Selecting Independent Testing Laboratory. Assist OWNER in the selection of an independent testing laboratory to perform the services identified in Paragraph B2.01.0, if any. 3. Pre -Construction Conference. Participate in a Pre -Construction Conference prior to commencement of Work at the Site. Page 2of6 Exhibit A - ENGINEER's Services Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project 5. Baselines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work which in ENGINEER's judgment are necessary to enable Contractor or OWNER to proceed with construction surveys and staking. 6. Visits to Site and Observation of Construction. In connection with observations of Contractor's work in progress while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER deems necessary, in order to observe as an experienced and qualified design professional the progress and quality of the Work. Such visits and observations by ENGINEER are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work in progress beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, assistance with selective sampling, and similar methods of general observation of the Work based on ENGINEER's exercise of professional judgment. Based on information obtained during such visits and such observations, ENGINEER will determine in general if Contractor's work is proceeding in accordance with the Contract Documents. b. ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to Contractor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents. 7. Defective Work. Advise OWNER of defective work if observed by ENGINEER during such visits and recommend to OWNER that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 8. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 9. Change Orders and Work Change Directives. Recommend Change Orders and Work Change Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required. 10. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 11. Substitutes and 'or -equal." Evaluate and determine the acceptability of substitute or "or -equal" materials and equipment proposed by Contractor. 12. Inspections and Tests. Receive from OWNER and review certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Page 3of6 Exhibit A - ENGINEER's Services Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. 13. Disagreements between OWNER and Contractor. Render formal written decisions on all claims of OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of Contractor's work. In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 14. Contractor's Completion Documents. a. If requested by OWNER, receive from OWNER and review maintenance and operating instructions, schedules, and guarantees. b. If requested by OWNER, receive from OWNER and review bonds, certificates, or other evidence of insurance not previously submitted but required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples, annotated record documents and other data which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. 15. Substantial Completion. Promptly, after notice from Contractor that Contractor considers the entire Work ready for its intended use, and in company with OWNER and Contractor, conduct an inspection to assist OWNER in determining if the Work is Substantially Complete. 18. Final Notice of Acceptability of the Work. Conduct a final inspection in company with OWNER to assist OWNER in determining if the completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also provide a notice in the form attached hereto as Exhibit C (the "Notice of Acceptability of Work") that the Work is acceptable to the best of ENGINEER's knowledge, information, and belief and based on the extent of the services provided by ENGINEER under this Agreement. B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by ENGINEER for final payment to Contractors. If the Project involves more than one prime contract, Construction Phase services may be rendered at different times in respect to the separate contracts. C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A1.05 Post -Construction Phase A. Post -Construction Phase services, if any, shall be paid for by OWNER as indicated in Article 4 of the Amendment as supplemented by Exhibit B. Upon written authorization from OWNER during the Post - Construction Phase, ENGINEER shall: 1. Together with OWNER, visit the Project to observe any apparent defects in the Work, assist OWNER in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of Defective Work, if present. 2. In company with OWNER or OWNER's representative, provide an inspection of the Project within one month before the end of the Correction Period to ascertain whether any portion of the Work is subject to correction. B. The Post -Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate at the end of the Correction Period. Page 4 of 6 Exhibit A - ENGINEER's Services Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project PART 2 -- ADDITIONAL SERVICES A2.01 Additional Services Requiring OWNER's Authorization in Advance A. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Amendment as supplemented by Exhibit B. 1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2. Services to verify the accuracy of drawings or other information furnished by OWNER. 3. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by ENGINEER or its design requirements including, but not limited to, changes in size, complexity, OWNER's schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond ENGINEER's control. 4. Services resulting from OWNER's request to evaluate additional Design Development and Preliminary Design Phase alternative solutions beyond those identified. 5. Services required as a result of OWNER's providing incomplete or incorrect Project information. 6. Providing renderings or models for OWNER's use. 7. undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by OWNER. 8. Furnishing services of ENGINEER's Consultants for other than Basic Services. 9. Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's office. 10. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructability review requested by OWNER; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 11. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by OWNER for the Work or a portion thereof. 12. Determining the acceptability of substitute materials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. 13. Assistance in determining pre -qualification of bidders if not included in Amendment Work scope. Page 5of6 Exhibit A - ENGINEER's Services Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project 14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services. 15. Providing construction surveys and staking to enable Contractor to perform its work other than as required under paragraph A1.04.A.5, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 16. Providing Construction Phase services beyond the Contract Times set forth in Article 1 of the Amendment. 17. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current Laws and Regulations. 18. Preparing and furnishing to OWNER Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor. 19. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other dispute resolution process related to the Project. 20. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER. 21. Services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered. 22. Additional or extended services during construction made necessary by (a) emergencies or acts of God endangering the Work, (b) an occurrence of a Hazardous Environmental Condition, (c) Work damaged by fire or other cause during construction, (d) a significant amount of defective, delayed, or neglected work by Contractor, or (e) default by the Contractor. 23. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. 24. Reimbursable expenses associated with providing additional services. 25. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement. Page 6 of 6 Exhibit A - ENGINEER's Services Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project This is EXHIBIT B, consisting of 3 pages, referred to in and being a part of Amendment No. 5 to the Agreement between OWNER and ENGINEER for Professional Services for the GLENNA GOODACRE BOULEVARD PROJECT. Payments to ENGINEER for Services and Reimbursable Expenses Article 3 of the Amendment is amended and supplemented to include the following agreement of the parties: ARTICLE 4 -- PAYMENTS TO THE ENGINEER B4.01 For Basic Services !-Paving a Determined Scope --Lump Sum Method of Payment A. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit A, except for ENGINEER's Construction Phase and Post -Construction Phase services, if any, as follows: 1. For Work as -scoped in this Amendment No. 5, a Lump Sum amount of $ 454,800 based on the following assumed distribution of compensation: a. Design Development and Preliminary Design Phase $ 136,440 b. Final Design Phase $ 295,620 c. Bidding and Negotiating Phase $ 22,740 d. ENGINEER may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but shall not exceed the total Lump Sum amount unless approved in writing by the OWNER. 2. The Lump Sum includes compensation for ENGINEER's services and services of ENGINEER's Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, and profit. Reimbursable Expenses will be billed as incurred. 3. The portion of the Lump Sum amount billed for ENGINEER's services will be based upon ENGINEER's estimate of the proportion of the total services actually completed during the billing period to the Lump Sum. 84.02 For Basic Services and Supplemental Basic Services Having a Determined Scope -- Standard Hourly Rates Method of Payment A. OWNER shall pay ENGINEER for Construction Phase Services set forth in Exhibit A, except for ENGINEER's Post -Construction Phase services, if any, as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class for all services performed on the Project, plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. 2. ENGINEER's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit B as Appendices 1 and 2. 3. The total estimated compensation for ENGINEER's Construction Phase Services noted in paragraph B4.02.A.3 incorporates all labor, overhead, profit, Reimbursable Expenses and ENGINEER's Consultant's charges. 4. The amounts billed for ENGINEER's services under paragraph B4.02 will be based on the cumulative hours charged to the Project during the billing period by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and ENGINEER's Consultant's charges. Page 1 of 3 Exhibit B — Payments to ENGINEER for Services and Reimbursable Expenses Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project 5. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually (beginning January 1, 2008) to reflect equitable changes in the compensation payable to ENGINEER. B4.03 For Basic Services Having an Undetermined Scope -- Standard Hourly Rates Method of Payment A. OWNER shall pay ENGINEER for Basic Services having an undetermined scope as follows: 1. Post -Construction Phase Services. For Post -Construction Phase services under paragraph A1.06 of Exhibit A, an amount equal to the cumulative hours charged to the Project by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class for all services performed on the Project, plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. B4.04 For Additional Services A. OWNER shall pay ENGINEER for Additional Services as follows: 1. General. For services of ENGINEER's employees engaged directly on the Project pursuant to paragraph A2.01 of Exhibit A, except for services as a consultant or witness under paragraph A2.01.A.19, an amount equal to the cumulative hours charged to the Project by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class for all Additional Services performed on the Project, plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. 2. Serving as a Witness. For services performed by ENGINEER's employees as witnesses giving testimony in any litigation, arbitration, or other legal or administrative proceeding under paragraph A2.01I.A.19, at the rate of $1,200 per day or any portion thereof (but compensation for time spent in preparing to testify in any such litigation, arbitration, or proceeding will be on the basis provided in paragraph B4.03.A.1). Compensation for ENGINEER's Consultants for such services will be on the basis provided in paragraph B4.07. B4.05 For Reimbursable Expenses A. When not included in compensation for Basic Services under paragraph B4.01, OWNER shall pay ENGINEER for Reimbursable Expenses at the rates set forth in Appendix 1 to this Exhibit B. B. Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; obtaining bids or proposals from Contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assistants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project -related items in addition to those required under Exhibit A, and, if authorized in advance by OWNER, overtime work requiring higher than regular rates. Reimbursable Expenses will also include expenses incurred for computer time and the use of other highly specialized equipment. C. The amounts payable to ENGINEER for Reimbursable Expenses will be the Project -related internal expenses actually incurred or allocated by ENGINEER, plus all invoiced external Reimbursable Expenses allocable to the Project, multiplied by a Factor of 1.15. D. The Reimbursable Expenses Schedule will be adjusted annually (beginning January 1, 2008) to reflect equitable changes in the compensation payable to ENGINEER. 84.06 Standard Hourly Rates A. Standard Hourly Rates are set forth in Appendix 2 to this Exhibit B and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non -project operating costs, and operating margin or profit. B. The Standard Hourly Rates will be adjusted annually (beginning January 1, 2008) to reflect equitable changes in the compensation payable to ENGINEER. Page 2 of 3 Exhibit B — Payments to ENGINEER for Services and Reimbursable Expenses Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project B4.07 For ENGINEER's Consultant's Charges A. Whenever compensation to ENGINEER herein is stated to include charges of ENGINEER's Consultants, with the exception of Consultant's Reimbursable Expenses those charges shall be the amounts billed by ENGINEER's Consultants to ENGINEER times a Factor of 1.00. 84.08 Other Provisions Concerning Payment A. Progress Payments. The portion of the amounts billed for ENGINEER's services which are related to the services identified in paragraphs B4.02 and 84.03 will be based on the cumulative hours charged during the billing period to the Project by each class of ENGINEER's employees times the Standard Hourly Rate for each class plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. B. Extended Contract Times. Should the Contract Times to complete the Work be extended beyond the period identified in Article 1 of the Amendment, payment for ENGINEER's services shall be continued based on the Standard Hourly Rates Method of Payment. C. Estimated Compensation Amounts 1. ENGINEER's estimate of the amounts that will become payable for Basic Services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to ENGINEER under the Agreement. 2. When estimated compensation amounts have been stated herein and it subsequently becomes apparent to ENGINEER that a compensation amount thus estimated will be exceeded, ENGINEER shall give OWNER written notice thereof. Promptly thereafter OWNER and ENGINEER shall review the matter of services remaining to be performed and compensation for such services. OWNER shall either agree to such compensation exceeding said estimated amount or OWNER and ENGINEER shall agree to a reduction in the remaining services to be rendered by ENGINEER, so that total compensation for such services will not exceed said estimated amount when such services are completed. If ENGINEER exceeds the estimated amount after said written notice but before OWNER and ENGINEER have agreed to an increase in the compensation due ENGINEER or a reduction in the remaining services, the ENGINEER shall be paid for all services rendered hereunder. D. Maximum Amount Payable. The maximum amount payable under this Amendment No. 5, expressed as the sum of services performed, shall not exceed $ 623,800 unless the Agreement is formally amended. Page 3 of 3 Exhibit B — Payments to ENGINEER for Services and Reimbursable Expenses Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project This is Appendix 1 to EXHIBIT B, consisting of 1 page, referred to in and being a part of Amendment No. 5 to the Agreement between OWNER and ENGINEER for Professional Services for the GLENNA GOODACRE BOULEVARD PROJECT. Reimbursable Expenses Schedule Current agreements for engineering services stipulate that the Reimbursable Expenses are subject to review and adjustment per Exhibit B. Reimbursable expenses for services performed on the date of the Amendment are: FAX $ 1.00 per page 8`°x11" Copies/Impression 0.10 per page Print Copies, 24"x36° 2.50 per sheet Reproducible Copies (Mylar), 24"x36° 5.00 per sheet Reproducible Copies (Paper), 24"x36" 2.50 per sheet Mileage 0.49 per mile CADD Charge 8.00 per hour Long Distance Phone Calls at cost Meals and Lodging at cost Page 1 of 1 Appendix 1 to Exhibit B - Reimbursable Expenses Schedule Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project This is Appendix 2 to EXHIBIT B, consisting of 2 pages, referred to in and being a part of Amendment No. 5 to the Agreement between OWNER and ENGINEER for Professional Services for the GLENNA GOODACRE BOULEVARD PROJECT. Standard Hourly Rates Schedule Current agreements for engineering services stipulate that the standard hourly rates are subject to review and adjustment per Exhibit B. Hourly rates for services performed on the date of the Amendment are: Huao Reed & Associates, Inc. Category of Personnel IHR Principal or Officer 126.00 Project Manager 121.00 Senior Professional Engineer 110.00 Professional Engineer 98.00 Engineer -in -Training 84.00 Engineering Technician 74.00 Development Coordinator 94.00 CADD Technician 66.00 Senior Researcher 66.00 Senior Registered Public Land Surveyor 110.00 Licensed State Land Surveyor Senior Surveying Party Chief 77.00 Surveying Party Chief 72.00 Survey Crew: GPS Crew 190.00 Survey Crew: Robot Crew 150.00 Survey Crew: 3 -Man 140.00 Survey Crew: 2 -Man 125.00 Senior Researcher 66.00 Clerical 50.00 Page 1 of 2 Appendix 2 to Exhibit B — Standard Hourly Rates Schedule Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project Parkhill, Smith & Cooper, Inc. Category of Personnel /HR Professional Level VII Engineer VII 151.00 Architect Vlll Landscape Architect Vlll Professional Level VI Engineer VI 128.00 Architect VII Landscape Architect VII Professional Level V Engineer V 114.00 Architect VI Landscape Architect VI Professional Level IV Engineer IV 98.00 Architect V Landscape Architect V Professional Level III Engineer III 82.00 Architect IV Engineering Technologist IV Landscape Architect IV Professional Level II Engineer I & II 74.00 Architect III Engineering Technologist III Landscape Architect III Professional Level I Intern (Architect) I & II 67.00 Engineering Technologist I & II CADD Manager V Support Staff III Engineering Technician III & IV 64.00 CADD IV Administrative Secretary III Support Staff II Accounting Clerk 59.00 CADD Clerical Engineering Technician I & II Administrative Secretary I & II Support Staff I Accounting Clerk Trainee 33.00 CADD Trainee Clerical Trainee Page 2 of 2 Appendix 2 to Exhibit B — Standard Hourly Rates Schedule Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project This is EXHIBIT C, consisting of 5 pages, referred to in and being a part of Amendment No. 5 to the Agreement between OWNER and ENGINEER for Professional Services for the GLENNA GOODACRE BOULEVARD PROJECT. Proiect Taskin Article 2 of the Amendment is amended and supplemented to include the following agreement of the parties. The scope of services is as generally described in the Exhibit A of the Amendment. The general Project Limits for services for this Project Tasking are as follows. Anticipated basic services, reimbursable expenses, additional services, and/or supplementary services are as detailed below: GENERAL PROJECT LIMITS AND BASIC PROFESSIONAL SERVICES A. DESIGN SERVICES 1. Municipal Paving and Drainage Construction Documents Glenna Goodacre Boulevard, full width from curb -to -curb, from tie-in at east side of intersection with Avenue U to tie-in at west side of intersection with Avenue Q; Avenue T, full width curb -to -curb, from tie-in at south side of intersection with Glenna Goodacre Boulevard to tie-in at north side of intersection with 9'h Street; Avenue T, full width curb -to -curb, from tie-in at south side of intersection with 91h Street to tie-in at north side of intersection with Main Street; 10th Street, full -width curb -to -curb, from tie-in at east side of intersection with Avenue U to tie-in at east side of Avenue T; Avenue X, full width curb -to -curb, from tie-in at south side of intersection with Marsha Sharp Freeway (MSF) to tie-in at north side of roundabout at Mac Davis Lane. ENGINEER will provide all Surveying Services for the purposes of establishing the necessary control and acquiring the necessary field data for the performance of the Basic Design Services. Right-of-way parcel surveying is included in this Work Order No. 1 only for parcel surveys associated with possible R -O -W acquisition needs along Avenue X immediately south of the Marsha Sharp Freeway. 2. Amenities Construction Documents Glenna Goodacre Boulevard median amenities, by block, from Avenue U to west side of Avenue Q, including hardscape and softscape landscaping and irrigation, and east gateway monuments; North R -O -W parkway amenities for the north side of Glenna Goodacre Boulevard adjacent to Ramirez Elementary, including hardscape and softscape landscaping and irrigation; East R -O -W parkway amenities for the east side of Avenue U at Ramirez Elementary, including hardscape and softscape landscaping and irrigation; West R -O -W parkway amenities for the west side of Avenue T at Ramirez Elementary, including hardscape and softscape landscaping and irrigation; Page 1 of 5 Exhibit C - Project Tasking Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project North R -O -W parkway amenities for the north side of Glenna Goodacre Boulevard at Tract 20, Overton Park Addition, including hardscape and softscape landscaping and irrigation; North R -O -W parkway amenities for the north side of Glenna Goodacre Boulevard at Tract 18, Overton Park Addition, including hardscape and softscape landscaping and irrigation; Avenue X median amenities, from tie-in at the south side of MSF to tie-in at north side of roundabout at Mac Davis Lane, including hardscape and softscape landscaping and irrigation, and gateway/signage; Block by block tree plantings, landscaping and irrigation for portions of Avenue T and for 10" Street as described in I.A.1. above; Miscellaneous specific design elements including crosswalks and pedestrian crossings, street signage graphics and finials, pedestrian area lighting, and roadway lighting. B. BIDDING PHASE SERVICES Bidding and Negotiation Phase Services associated with the construction documents in I.A.1. and I.A.2. above, as generally described in the Amendment. C, CONSTRUCTION PHASE SERVICES FOR STREETS UNDER CONSTRUCTION 1. ENGINEER is providing Construction Phase services on an "on demand basis" for street paving and drainage improvements previously designed by ENGINEER and currently under construction. These services will be invoiced as for Basic Services Having a Determined Scope — Standard Hourly Rates Method of Payment as described in Exhibit B, paragraph B4.02. These specific Construction Phase Services are included in IV.B.2 below only as an estimate for budgeting information. SERVICES REQUIRING OWNER'S AUTHORIZATION A. SUPPLEMENTAL BASIC CONSTRUCTION PHASE SERVICES ENGINEER can provide Construction Phase Services associated with the construction documents in I.A.1. and I.A.2. above, as generally described in the Agreement. Construction Phase Services are included in IV.C.1 below only as an estimate for possible budgeting information. This estimate does not include the provision of the services of a Resident Project Representative. B. ADDITIONAL CONSTRUCTION LAYOUT SURVEYING SERVICES ENGINEER can provide Surveying Services for construction layout staking on an hourly, on -demand basis, if requested by the OWNER. Construction layout staking services are included in IV.C.1 below only as an estimate for possible budgeting information. III. REIMBURSABLE EXPENSES Reimbursable expenses include but are not limited to the following: 1. Reproduction of documents. 2. Toll telephone charges for transmission of project data. Page 2 of 5 Exhibit C - Project Tasking Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project IV. 3. Plotting media used in provision of deliverable plans. 4. CADD computer use time charges. 5. Other costs as may be incurred for acquisition of materials, travel, subsistence, or services specifically applicable to the Project. BASIS FOR PAYMENT For Services rendered under this Contract, OWNER agrees to pay ENGINEER as follows: A. GENERAL For LUMP SUM Services, ENGINEER will be paid according to ENGINEER's distribution of invoicing to OWNER consistent with ENGINEER's estimate of the proportion of services actually completed during the billing period. 2. For HOURLY Services, ENGINEER will be paid according to the personnel classifications and hourly rate schedules shown in Appendix 2 to Exhibit B, "Standard Hourly Rate Schedule" in the Agreement, based on actual services performed on the project by classification and hours. Services performed by the ENGINEER's Consultant will be billed at cost. 3. Reimbursable expenses will be paid at cost plus 15% for both ENGINEER and the ENGINEER's Consultant. 4. Monthly payments will be made to ENGINEER based on the uncontested amount of each monthly statement ,prepared and submitted by ENGINEER. Each monthly statement will be itemized to show the percent complete for all Lump Sum services performed and to show the amount of work actually performed by each personnel classification for Hourly Services, and with associated reimbursable expenses for both ENGINEER and the ENGINEER's Consultant. Statements will be submitted in a format acceptable to OWNER. B. BASIC SERVICES AND REIMBURSABLES, FOR THIS AMENDMENT NO. 5 The Lump Sum compensation to be billed OWNER by ENGINEER on behalf of ENGINEER and the ENGINEER's Consultant for performance of this AMENDMENT NO. 5 for Basic Services and Estimated Reimbursables is as follows: Lump Sum Estimated Basic Basic Services Reimbursable Expenses Hugo Reed and Associates, Inc. $ 170,000 $ 9,500 Parkhill, Smith and Cooper, Inc. $ 284,800 $ 9,000 Column Totals for Lump Sum Basic Services, and $454,800 $18,500 for Estimated Reimbursables TOTAL LUMP SUM BASIC SERVICES and ESTIMATED $473,300 REIMBURSABLES, AMENDMENT NO. 5 An estimate of the Construction Phase Services to be billed OWNER by ENGINEER on behalf of ENGINEER for performance of work related to on-going construction of streets and drainage improvements previously designed by ENGINEER is as follows. These services include Basic Construction Phase Services as described in Exhibit A, Page 3 of 5 Exhibit C - Project Tasking Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project Paragraph A1.04 attached to the Amendment, and Additional Construction Staking Services for construction layout control for the contractors' use during construction as described in Exhibit A, Paragraph A2.01.15. Estimated Construction Phase Services per IV.B.2 Hugo Reed and Associates, Inc. $ 43,000 ESTIMATED TOTAL for BASIC CONSTRUCTION PHASE SERVICES and ADDITIONAL CONSTRUCTION STAKING 43,000 SURVEYING SERVICES for Work Previously Designed by ENGINEER C. SUPPLEMENTAL BASIC SERVICES AND ADDITIONAL SERVICES REQUIRING OWNER'S AUTHORIZATION An estimate of Construction Phase Services and Construction Staking Surveying Services associated with the improvements designed under the Basic Design Services in this Amendment by ENGINEER and ENGINEER's Consultant is as follows. These services are estimated only for possible budgeting purposes and require authorization by OWNER. Estimated Supplemental Basic Construction Phase Services per IV.C.1 Hugo Reed and Associates, Inc. $ 25,000 Parkhill, Smith and Cooper, Inc. $ 45,000 Column Totals for Estimated Supplemental Basic Services and Additional Services 70,000 Requiring Owner's Authorization, for New Work Authorized by AMENDMENT NO. 5 ESTIMATED TOTAL for SUPPLEMENTAL BASIC SERVICES and ADDITIONAL SERVICES REQUIRING OWNER'S AUTHORIZATION, AMENDMENT NO. 5 D. SUMMARY OF BASIS OF PAYMENT FOR AMENDMENT NO. 5 Estimated Additional Construction Staking Surveying Services per IV.C.1 $ 37,500 N.A. 37,500 107,500 The amount payable by OWNER as compensation to ENGINEER and ENGINEER's Subconsultant under this Amendment No. 5 is the sum of the totals indicated in IV.B.1, IV.B.2 and IV.C.1 above. IV.B.1 $ 473,300 IV.B.2 $ 43,000 IV.C.1 $ 107,500 TOTAL, AMENDMENT NO. 5 623,80 Page 4 of 5 Exhibit C - Project Tasking Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project E. BASIC AND SUPPLEMENTAL SERVICES, AND REIMBURSABLES, TOTAL OF ORIGINAL CONTRACT PLUS ALL AMENDMENTS I. The maximum compensation to be billed OWNER by ENGINEER on behalf of ENGINEER and all Subconsultants for performance of the Original Contract and all Amendments to -date, including this AMENDMENT NO. 5, is as follows: Original Contract, December 8, 2003 $ 277,089 Amendment No. 1, August 26, 2004 $ 165,915 Amendment No. 2, November 4, 2004 $ 7,500 Amendment No. 3, November 7, 2005 $ 406,306 Amendment No. 4, March 5, 2007 $ 0 This Amendment No. 5 $ 623,800 Total Not To Exceed Contract $ 1,480,610 Page 5 of 5 Exhibit C - Project Tasking Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project This is EXHIBIT D, consisting of 4 pages, being a part of Amendment No. 5 to the Agreement between OWNER and ENGINEER for Professional Services for the GLENNA GOODACRE BOULEVARD PROJECT. Defined Terms A. Wherever used in this Amendment (including the Exhibits hereto) and printed with initial or all capital letters, the terms listed below have the meanings indicated, which are applicable to both the singular and plural thereof: 1. Addenda --Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 2. Additional Services --The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 2 of this Agreement. 3. Agreement --This "Standard Form of Agreement between OWNER and ENGINEER for Professional Services," including those Exhibits listed in Article 8 hereof. 4. Application forPayment­-Theform acceptable to OWNER or ENGINEER as applicable which is to be used by Contractor in requesting progress or final payments for the completion of its Work and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 5. Asbestos --Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Basic Services --The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 1, of this Agreement. 7. Bid --The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 8. Bidding Documents --The advertisement or invitation to Bid, instructions to bidders, the Bid form and attachments, the Bid bond, if any, the proposed Contract Documents, and all Addenda, if any. 9. Change Order --A document recommended by ENGINEER, which is signed by Contractor and OWNER to authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Construction Agreement. 10. Construction Agreement --The written instrument which is evidence of the agreement, contained in the Contract Documents, between OWNER and Contractor covering the Work. 11. Construction Contract --The entire and integrated written agreement between the OWNER and Contractor concerning the Work. 12. Construction Cost --The cost to OWNER of those portions of the entire Project designed or specified by ENGINEER. Construction Cost does not include costs of services of ENGINEER or other design professionals and consultants, cost of land, rights-of-way, or compensation for damages to properties, or OWNER's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project, or the cost of other services to be provided by others to OWNER. Construction Cost is one of the items comprising Total Project Costs. 13. Contract Documents --Documents that establish the rights and obligations of the parties engaged in construction and include the Construction Agreement between OWNER and Contractor, Addenda (which pertain to the Contract Documents), Contractor's Bid (including documentation accompanying the Bid and any post -Bid documentation submitted prior to the notice of award) when attached as an exhibit to the Construction Agreement, the notice to proceed, the bonds, appropriate certifications, the General Conditions, the Supplementary Conditions, the Specifications and the Drawings as the same are more specifically identified in the Construction Agreement, Page 1 of 4 Exhibit D — Definitions Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project together with all Written Amendments, Change Orders, Work Change Directives, Field Orders, and ENGINEER's written interpretations and clarifications issued on or after the Effective Date of the Construction Agreement. Approved Shop Drawings and the reports and drawings of subsurface and physical conditions are not Contract Documents. 14. Contract Price --The moneys payable by OWNER to Contractor for completion of the Work in accordance with the Contract Documents and as stated in the Construction Agreement. 15. Contract Times for Construction --The numbers of days or the dates stated in the Construction Agreement to: (i) achieve Substantial Completion, and (ii) complete the Work so that it is ready for final payment as evidenced by ENGINEER's written recommendation of final payment. 16. Contractor --An individual or entity with whom OWNER enters into a Construction Agreement. 17. Correction Period -The time after Substantial Completion during which Contractor must correct, at no cost to OWNER, any Defective Work, normally one year after the date of Substantial Completion or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee or specific provision of the Contract Documents. 18. Defective --An adjective which, when modifying the word Work, refers to Work that is unsatisfactory, faulty, or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to ENGINEER's recommendation of final payment. 19. Documents --Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by ENGINEER to OWNER pursuant to this Agreement. 20, Drawings --That part of the Contract Documents prepared or approved by ENGINEER which graphically shows the scope, extent, and character of the Work to be ,performed by Contractor. Shop Drawings are not Drawings as so defined. 21. Effective Date of the Construction Agreement --The date indicated in the Construction Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Construction Agreement is signed and delivered by the last of the two parties to sign and deliver. 22. Effective Date of the Agreement --The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 23. ENGINEER's Consultants --Individuals or entities having a contract with ENGINEER to furnish services with respect to this Project as ENGINEER's independent professional associates, consultants, subcontractors, or vendors. The term ENGINEER includes ENGINEER's Consultants. 24. Field Order --A written order issued by ENGINEER which directs minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 25. General Conditions -That part of the Contract Documents which sets forth terms, conditions, and procedures that govern the Work to be performed or furnished by Contractor with respect to the Project. 26. Hazardous Environmental Condition --The presence at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 27. Hazardous Waste --The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. Page 2 of 4 Exhibit D — Definitions Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project 28. Laws and Regulations; Laws or Regulations --Any and all applicable laws, rules, regulations, ordinances, codes, standards, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 29. PCB's --Polychlorinated biphenyls. 30. Petroleum --Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -Hazardous Waste and crude oils. 31. Radioactive Materials --Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 32. Record Drawings --The Drawings as issued for construction on which the ENGINEER, upon completion of the Work, has shown changes due to Addenda or Change Orders and other information which ENGINEER considers significant based on record documents furnished by Contractor to ENGINEER and which were annotated by Contractor to show changes made during construction. 33. Reimbursable Expenses --The expenses incurred directly by ENGINEER in connection with the performing or furnishing of Basic and Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit B. Reimbursable expenses shall include, but shall not be limited to: fax, reproduction, travel, meals, lodging and telephone expenses; CADD charges; photographs; and postage charges. 34. Resident Project Representative --The authorized representative of ENGINEER, if any, assigned to assist ENGINEER at the Site during the Construction Phase. The Resident Project Representative will be ENGINEER's agent or employee and under ENGINEER's supervision. As used herein, the term Resident Project Representative includes any assistants of Resident Project Representative agreed to by OWNER. 35. Samples-- Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 36. Shop Drawings --All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to ENGINEER to illustrate some portion of the Work. 37. Site --Lands or areas indicated in the Contract Documents as being furnished by OWNER upon which the Work is to be performed, rights-of-way and easements for access thereto, and such other lands furnished by OWNER which are designated for use of Contractor. 38. Specifications --That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 39. Substantial Completion --The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 40. Supplementary Conditions --That part of the Contract Documents which amends or supplements the General Conditions. 41. Total Project Costs --The sum of the Construction Cost, allowances for contingencies, the total costs of services of ENGINEER or other design professionals and consultants, cost of land, rights-of-way, or compensation for damages to properties, or OWNER's costs for legal, accounting, insurance counseling or auditing services, or Page 3of4 Exhibit D — Definitions Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project interest and financing charges incurred in connection with the Project, or the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. 42. Work --The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents with respect to this Project. Work includes and is the result of performing or furnishing labor, services, and documentation necessary to produce such construction and furnishing, installing, and incorporating all materials and all equipment into such construction, all as required by the Contract Documents. 43. Work Change Directive --A written directive to Contractor issued on or after the Effective Date of the Construction Agreement and signed by OWNER upon recommendation of the ENGINEER, ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 44, Written Amendment --A written amendment of the Contract Documents signed by OWNER and Contractor on or after the Effective Date of the Construction Agreement and normally dealing with the non -engineering or non- technical rather than strictly construction -related aspects of the Contract Documents. Page 4 of 4 Exhibit D — Definitions Amendment No. 5 to the Agreement for Professional Services for the Glenna Goodacre Boulevard Project