HomeMy WebLinkAboutHDR Engineering - Professional Services Agreement Adaptive Traffic Signal Technology Logan Ave.-04.18.2022PROFESSIONAL SERVICES AGREEMENT
Iowa DOT Project Number_ ICAAP-SWAP-8155(781)--SH-07
THIS AGREEMENT is made as of this 1 8th day of April, 2022, between City
of Waterloo ("OWNER"), and HDR ENGINEERING, INC., ("ENGINEER" or
"CONSULTANT") for services in connection with the project known as Upgrade to
Adaptive Traffic Signal Technology on Logan Avenue ("Project");
WHEREAS, OWNER desires to engage ENGINEER to provide professional
engineering, consulting and related services ("Services") in connection with the Project;
and
WHEREAS, ENGINEER desires to render these Services as described in
SECTION I, Scope of Services.
NOW, THEREFORE, OWNER and ENGINEER in consideration of the mutual
covenants contained herein, agree as follows:
SECTION I. SCOPE OF SERVICES
ENGINEER will provide Services for the Project, which consist of the Scope of Services
as outlined on the attached Exhibit A.
SECTION II. TERMS AND CONDITIONS OF ENGINEERING
SERVICES
The HDR Engineering, Inc. Terms and Conditions, which are attached hereto in Exhibit
B, are incorporated into this Agreement by this reference as if fully set forth herein.
SECTION III. RESPONSIBILITIES OF OWNER
The OWNER shall provide the information set forth in paragraph 6 of the attached "HDR
Engineering, Inc. Terms and Conditions for Professional Services."
The OWNER shall name an individual (Project Manager) with full authority to manage
this Agreement on OWNER's behalf. The Project Manager for this agreement is
Mohammad Elahi, Traffic Engineer.
SECTION IV. COMPENSATION
Compensation for ENGINEER'S services under this Agreement shall be on the basis of
Time and Materials with actual labor hours at the rates included in Exhibit A, to be paid
as total compensation for each hour an employee works on the project, plus Reimbursable
Expenses, estimated to be $19,552.00 and a contingency amount of $3,448.00 but the
total including contingency not to exceed $23,000. The labor rates are the direct
ENGINEER'S employee pay rate multiplied by a factor to cover overhead costs.
Agreement for Professional Services 1 1/2020
The OWNER shall provide tax exempt certificate to the ENGINEER so that material and
services can be procured by ENGINEER free of tax in the course of fulfilling
ENGINEER's obligations under this Agreement.
Compensation terms are defined as follows:
Reimbursable Expense shall mean the actual expenses incurred directly or indirectly in
connection with the Project for transportation travel, subconsultants, subcontractors,
technology charges, telephone, telex, shipping and express, and other incurred expense.
Contingency amount shall only be utilized by prior written request of the ENGINEER
and approval of the Project Manager.
SECTION V. PERIOD OF SERVICE
Upon receipt of written authorization to proceed, ENGINEER shall perform the service
within the time period(s) described in Exhibit A.
Agreement time may be extended by Project Manager.
Unless otherwise stated elsewhere in this Agreement, the rates of compensation for
ENGINEER'S services have been agreed to in anticipation of the orderly and continuous
progress of the project through completion. If any specified dates for the completion of
ENGINEER'S services are exceeded through no fault of the ENGINEER, the time for
performance of those services shall be automatically extended for a period which may be
reasonably required for their completion and all rates, measures and amounts of
ENGINEER'S compensation shall be equitably adjusted.
SECTION VI. MISCALANEOUS
This project will be let by the Iowa Department of Transportation.
Agreement for Professional Services 2 1/2020
SECTION VII. SPECIAL PROVISIONS
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
City of Waterloo
"OWNER"
BY:
NAME:
TITLE:
Quinten Hart
Mayor
ADDRESS: 715 Mulberry Street
Waterloo, Iowa 50703
HDR ENGINEERING, INC.
"ENGINEER"
BY:
NAME:
TITLE:
ADDRESS:
Matthew B Tondl
Senior Vice President
1917 S. 67th Street
Omaha, Nebraska 68106
Agreement for Professional Services 3 1/2020
EXHIBIT A
SCOPE OF SERVICES
SCOPE OF SERVICES
UPGRADE TO ADAPTIVE TRAFFIC SIGNAL TECHNOLOGY ON LOGAN AVE (US 63)
CITY OF WATERLOO
This document outlines the services that HDR will perform for the City of Waterloo (City) for the
Upgrade to Adaptive Traffic Signal Technology on Logan Ave (US 63) project. Approximate
periods of performance for each task are included. These are subject to change at the direction
of the City.
Task 1: Project Management (April 2022 — April 2023)
Project management incudes:
• Regular coordination between HDR project manager and the City
• Staff coordination
• Maintain project schedule and budget
• Provide monthly progress reports and invoices
• Up to 3 conference calls for two staff members with the City
• QA/QC of deliverables
Task 2: Data Collection (April 2022 — May 2022)
HDR will have Iowa -Counts collect two separate 12-hour intersection turning movement counts
for the following five intersections:
• Logan Ave & Conger St/Newell St
• Logan Ave & Parker St
• Logan Ave & Esther St
• Logan Ave & Dale St
• Logan Ave & Donald St
Traffic counts will be collected for the following time periods in 15-minute intervals:
• 7am-7pm on a Tuesday, Wednesday, or Thursday when schools are in session
• 7am-7pm on a Friday when schools are in session
Task 3: Review Systems Engineering Document (May 2022)
HDR will review the Systems Engineering Document assembled by the City and provide one (1)
round of comments.
Task 4: Develop Base Timing Plans (May 2022 — September 2022)
HDR will evaluate the pedestrian walk and flashing don't walk intervals at all signalized
crosswalks at the five signalized intersections in the study area to make sure they are adequate
and provide updated timings if determined needed.
HDR will examine the feasibility of using leading pedestrian intervals at these five intersections
using guidance found in the literature (e.g. NCHRP Research Report 969) and provide
recommended use with the updated timings.
HDR will develop timing plans for four time periods: AM Peak, Midday Peak, PM Peak, and
Offpeak. These timing plans will be modified if necessary to be suitable for Friday -specific traffic
conditions based on the count data collected in Task 2. Part of this task will be determining the
feasibility of continuing coordination from the intersections to the south along US 63. HDR will
coordinate with the City to determine start/stop times for each of the three developed plans.
HDR will provide final base timing plans in tabular format.
Task 5: Design Supervision (June 2022)
Contract documents including plans will be designed by the City. HDR will supervise, review,
and approve the design work and assemble a plan set to be used in project letting by the Iowa
Department of Transportation.
Task 6: Corridor Performance (April 2022 — April 2023)
HDR will perform travel time runs along the corridor to collect performance data for existing
conditions and for conditions after new base timings are implemented and the adaptive signal
system has been fine-tuned by the City. Travel time run data will be collected using Tru-Traffic
software and completed on a Thursday 3-6pm and on a Friday 3-6pm while school is in session
and include a minimum of five travel time runs in each travel direction before and after project
implementation.
The travel time data will be used to compute the following performance measures:
• Change in corridor travel time
• Change in delay
• Change in stops
• Change in fuel
• Change in CO, VOC and NOx emissions
User costs for delay and fuel consumption for the PM Peak hours of data collected from the
before/after travel time runs will be calculated based on local demographic information.
Key Assumptions
• HDR will use existing yellow change and red clearance intervals in the development of
base timing plans.
• The adaptive control system vendor will provide all support in setting the adaptive
parameters and fine-tuning the adaptive system.
• The period of performance will be dependent on when the travel time runs can be
conducted for the after conditions.
Fee Schedule
Classification
Billing Rate
Project Manager
$155
Senior Traffic Engineer
$200
Traffic Engineer
$155
Traffic EIT
$105
Project Administration
$155
EXHIBIT B
TERMS AND CONDITIONS
HDR Engineering, Inc. Terms and Conditions
for Professional Services
1. STANDARD OF PERFORMANCE
The standard of care for all professional engineering, consulting and
related services performed or furnished by ENGINEER and its
employees under this Agreement will be the care and skill ordinarily
used by members of ENGINEER's profession practicing under the
same or similar circumstances at the same time and in the same
locality. ENGINEER makes no warranties, express or implied, under
this Agreement or otherwise, in connection with ENGINEER's
services.
2. INSURANCE/INDEMNITY
ENGINEER agrees to procure and maintain, at its expense, Workers'
Compensation insurance as required by statute; Employer's Liability
of $250,000; Automobile Liability insurance of $1,000,000 combined
single limit for bodily injury and property damage covering all
vehicles, including hired vehicles, owned and non -owned vehicles;
Commercial General Liability insurance of $1,000,000 combined
single limit for personal injury and property damage; and Professional
Liability insurance of $1,000,000 per claim for protection against
claims arising out of the performance of services under this
Agreement caused by negligent acts, errors, or omissions for which
ENGINEER is legally liable. If flying an Unmanned Aerial System
(UAS or drone), ENGINEER will procure and maintain aircraft
unmanned aerial systems insurance of $1,000,000 per occurrence.
OWNER shall be made an additional insured on Commercial
General and Automobile Liability insurance policies and certificates
of insurance will be furnished to the OWNER. ENGINEER agrees to
indemnify OWNER for third party personal injury and property
damage claims to the extent caused by ENGINEER's negligent acts,
errors or omissions. However, neither Party to this Agreement shall
be liable to the other Party for any special, incidental, indirect, or
consequential damages (including but not limited to loss of use or
opportunity; loss of good will; cost of substitute facilities, goods, or
services; cost of capital; and/or fines or penalties), loss of profits or
revenue arising out of, resulting from, or in any way related to the
Project or the Agreement from any cause or causes, including but
not limited to any such damages caused by the negligence, errors
or omissions, strict liability or breach of contract.
3. OPINIONS OF PROBABLE COST (COST ESTIMATES)
Any opinions of probable project cost or probable construction cost
provided by ENGINEER are made on the basis of information
available to ENGINEER and on the basis of ENGINEER's
experience and qualifications, and represents its judgment as an
experienced and qualified professional engineer. However, since
ENGINEER has no control over the cost of labor, materials,
equipment or services furnished by others, or over the contractor(s')
methods of determining prices, or over competitive bidding or market
conditions, ENGINEER does not guarantee that proposals, bids or
actual project or construction cost will not vary from opinions of
probable cost ENGINEER prepares.
4. CONSTRUCTION PROCEDURES
ENGINEER's observation or monitoring portions of the work
performed under construction contracts shall not relieve the
contractor from its responsibility for performing work in accordance
with applicable contract documents. ENGINEER shall not control or
have charge of, and shall not be responsible for, construction means,
methods, techniques, sequences, procedures of construction, health
or safety programs or precautions connected with the work and shall
not manage, supervise, control or have charge of construction.
ENGINEER shall not be responsible for the acts or omissions of the
contractor or other parties on the project. ENGINEER shall be
entitled to review all construction contract documents and to require
that no provisions extend the duties or liabilities of ENGINEER
beyond those set forth in this Agreement. OWNER agrees to include
ENGINEER as an indemnified party in OWNER's construction
contracts for the work, which shall protect ENGINEER to the same
degree as OWNER. Further, OWNER agrees that ENGINEER shall
be listed as an additional insured under the construction contractor's
liability insurance policies.
5. CONTROLLING LAW
This Agreement is to be governed by the law of the state where
ENGINEER's services are performed.
6. SERVICES AND INFORMATION
OWNER will provide all criteria and information pertaining to
OWNER's requirements for the project, including design objectives
and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations. OWNER
will also provide copies of any OWNER -furnished Standard Details,
Standard Specifications, or Standard Bidding Documents which are
to be incorporated into the project.
OWNER will furnish the services of soils/geotechnical engineers or
other consultants that include reports and appropriate professional
recommendations when such services are deemed necessary by
ENGINEER. The OWNER agrees to bear full responsibility for the
technical accuracy and content of OWNER -furnished documents and
services.
In performing professional engineering and related services
hereunder, it is understood by OWNER that ENGINEER is not
engaged in rendering any type of legal, insurance or accounting
services, opinions or advice. Further, it is the OWNER's sole
responsibility to obtain the advice of an attorney, insurance counselor
or accountant to protect the OWNER's legal and financial interests.
To that end, the OWNER agrees that OWNER or the OWNER's
representative will examine all studies, reports, sketches, drawings,
specifications, proposals and other documents, opinions or advice
prepared or provided by ENGINEER, and will obtain the advice of an
attorney, insurance counselor or other consultant as the OWNER
deems necessary to protect the OWNER's interests before OWNER
takes action or forebears to take action based upon or relying upon
the services provided by ENGINEER.
7. SUCCESSORS, ASSIGNS AND BENEFICIARIES
OWNER and ENGINEER, respectively, bind themselves, their
partners, successors, assigns, and legal representatives to the
covenants of this Agreement. Neither OWNER nor ENGINEER will
assign, sublet, or transfer any interest in this Agreement or claims
arising therefrom without the written consent of the other. No third
party beneficiaries are intended under this Agreement.
8. RE -USE OF DOCUMENTS
All documents, including all reports, drawings, specifications,
computer software or other items prepared or furnished by
ENGINEER pursuant to this Agreement, are instruments of service
with respect to the project. ENGINEER retains ownership of all such
documents. OWNER may retain copies of the documents for its
information and reference in connection with the project; however,
none of the documents are intended or represented to be suitable for
reuse by OWNER or others on extensions of the project or on any
other project. Any reuse without written verification or adaptation by
ENGINEER for the specific purpose intended will be at OWNER's
sole risk and without liability or legal exposure to ENGINEER, and
OWNER will defend, indemnify and hold harmless ENGINEER from
all claims, damages, losses and expenses, including attorney's fees,
arising or resulting therefrom. Any such verification or adaptation will
1 (5/2020)
entitle ENGINEER to further compensation at rates to be agreed
upon by OWNER and ENGINEER.
9. TERMINATION OF AGREEMENT
OWNER or ENGINEER may terminate the Agreement, in whole or in
part, by giving seven (7) days written notice to the other party.
Where the method of payment is "lump sum," or cost reimbursement,
the final invoice will include all services and expenses associated
with the project up to the effective date of termination. An equitable
adjustment shall also be made to provide for termination settlement
costs ENGINEER incurs as a result of commitments that had
become firm before termination, and for a reasonable profit for
services performed.
10. SEVERABILITY
If any provision of this agreement is held invalid or unenforceable,
the remaining provisions shall be valid and binding upon the parties.
One or more waivers by either party of any provision, term or
condition shall not be construed by the other party as a waiver of
any subsequent breach of the same provision, term or condition.
11. INVOICES
ENGINEER will submit monthly invoices for services rendered and
OWNER will make payments to ENGINEER within thirty (30) days
of OWNER's receipt of ENGINEER's invoice.
ENGINEER will retain receipts for reimbursable expenses in general
accordance with Internal Revenue Service rules pertaining to the
support of expenditures for income tax purposes. Receipts will be
available for inspection by OWNER's auditors upon request.
If OWNER disputes any items in ENGINEER's invoice for any
reason, including the lack of supporting documentation, OWNER
may temporarily delete the disputed item and pay the remaining
amount of the invoice. OWNER will promptly notify ENGINEER of
the dispute and request clarification and/or correction. After any
dispute has been settled, ENGINEER will include the disputed item
on a subsequent, regularly scheduled invoice, or on a special
invoice for the disputed item only.
OWNER recognizes that late payment of invoices results in extra
expenses for ENGINEER. ENGINEER retains the right to assess
OWNER interest at the rate of one percent (1 %) per month, but not
to exceed the maximum rate allowed by law, on invoices which are
not paid within thirty (30) days from the date OWNER receives
ENGINEER's invoice. In the event undisputed portions of
ENGINEER's invoices are not paid when due, ENGINEER also
reserves the right, after seven (7) days prior written notice, to
suspend the performance of its services under this Agreement until
all past due amounts have been paid in full.
12. CHANGES
The parties agree that no change or modification to this Agreement,
or any attachments hereto, shall have any force or effect unless the
change is reduced to writing, dated, and made part of this
Agreement. The execution of the change shall be authorized and
signed in the same manner as this Agreement. Adjustments in the
period of services and in compensation shall be in accordance with
applicable paragraphs and sections of this Agreement. Any
proposed fees by ENGINEER are estimates to perform the services
required to complete the project as ENGINEER understands it to be
defined. For those projects involving conceptual or process
development services, activities often are not fully definable in the
initial planning. In any event, as the project progresses, the facts
developed may dictate a change in the services to be performed,
which may alter the scope. ENGINEER will inform OWNER of such
situations so that changes in scope and adjustments to the time of
performance and compensation can be made as required. If such
change, additional services, or suspension of services results in an
increase or decrease in the cost of or time required for performance
of the services, an equitable adjustment shall be made, and the
Agreement modified accordingly.
13. CONTROLLING AGREEMENT
These Terms and Conditions shall take precedence over any
inconsistent or contradictory provisions contained in any proposal,
contract, purchase order, requisition, notice -to -proceed, or like
document.
14. EQUAL EMPLOYMENT AND NONDISCRIMINATION
In connection with the services under this Agreement, ENGINEER
agrees to comply with the applicable provisions of federal and state
Equal Employment Opportunity for individuals based on color,
religion, sex, or national origin, or disabled veteran, recently
separated veteran, other protected veteran and armed forces
service medal veteran status, disabilities under provisions of
executive order 11246, and other employment, statutes and
regulations, as stated in Title 41 Part 60 of the Code of Federal
Regulations § 60-1.4 (a-f), § 60-300.5 (a-e), § 60-741 (a-e).
15. HAZARDOUS MATERIALS
OWNER represents to ENGINEER that, to the best of its
knowledge, no hazardous materials are present at the project site.
However, in the event hazardous materials are known to be
present, OWNER represents that to the best of its knowledge it
has disclosed to ENGINEER the existence of all such hazardous
materials, including but not limited to asbestos, PCB's, petroleum,
hazardous waste, or radioactive material located at or near the
project site, including type, quantity and location of such
hazardous materials. It is acknowledged by both parties that
ENGINEER's scope of services do not include services related in
any way to hazardous materials. In the event ENGINEER or any
other party encounters undisclosed hazardous materials,
ENGINEER shall have the obligation to notify OWNER and, to the
extent required by law or regulation, the appropriate governmental
officials, and ENGINEER may, at its option and without liability for
delay, consequential or any other damages to OWNER, suspend
performance of services on that portion of the project affected by
hazardous materials until OWNER: (i) retains appropriate
specialist consultant(s) or contractor(s) to identify and, as
appropriate, abate, remediate, or remove the hazardous materials;
and (ii) warrants that the project site is in full compliance with all
applicable laws and regulations. OWNER acknowledges that
ENGINEER is performing professional services for OWNER and
that ENGINEER is not and shall not be required to become an
"arranger," "operator," "generator," or "transporter" of hazardous
materials, as defined in the Comprehensive Environmental
Response, Compensation, and Liability Act of 1990 (CERCLA),
which are or may be encountered at or near the project site in
connection with ENGINEER's services under this Agreement. If
ENGINEER's services hereunder cannot be performed because of
the existence of hazardous materials, ENGINEER shall be entitled
to terminate this Agreement for cause on 30 days written notice.
To the fullest extent permitted by law, OWNER shall indemnify
and hold harmless ENGINEER, its officers, directors, partners,
employees, and subconsultants from and against all costs, losses,
and damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals, and all
court or arbitration or other dispute resolution costs) caused by,
arising out of or resulting from hazardous materials, provided that
(i) any such cost, loss, or damage is attributable to bodily injury,
sickness, disease, or death, or injury to or destruction of tangible
property (other than completed Work), including the loss of use
resulting therefrom, and (ii) nothing in this paragraph shall obligate
OWNER to indemnify any individual or entity from and against the
consequences of that individual's or entity's sole negligence or
willful misconduct.
16. EXECUTION
This Agreement, including the exhibits and schedules made part
hereof, constitute the entire Agreement between ENGINEER and
OWNER, supersedes and controls over all prior written or oral
Terms & Conditions for Professional Services 2 (5/2020)
understandings. This Agreement may be amended, supplemented
or modified only by a written instrument duly executed by the
parties.
17. ALLOCATION OF RISK
OWNER AND ENGINEER HAVE EVALUATED THE RISKS AND
REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING
ENGINEER'S FEE RELATIVE TO THE RISKS ASSUMED, AND
AGREE TO ALLOCATE CERTAIN OF THE RISKS, SO, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE TOTAL
AGGREGATE LIABILITY OF ENGINEER (AND ITS RELATED
CORPORATIONS, SUBCONSULTANTS AND EMPLOYEES) TO
OWNER AND THIRD PARTIES GRANTED RELIANCE IS
LIMITED TO THE LESSER OF $1,000,000 OR ITS FEE, FOR ANY
AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR
EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES)
ARISING OUT OF ENGINEER'S SERVICES OR THIS
AGREEMENT REGARDLESS OF CAUSE(S) OR THE THEORY
OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR
OTHER RECOVERY.
18. LITIGATION SUPPORT
In the event ENGINEER is required to respond to a subpoena,
government inquiry or other legal process related to the services in
connection with a legal or dispute resolution proceeding to which
ENGINEER is not a party, OWNER shall reimburse ENGINEER for
reasonable costs in responding and compensate ENGINEER at its
then standard rates for reasonable time incurred in gathering
information and documents and attending depositions, hearings,
and trial.
19. NO THIRD PARTY BENEFICIARIES
No third party beneficiaries are intended under this Agreement. In
the event a reliance letter or certification is required under the
scope of services, the parties agree to use a form that is mutually
acceptable to both parties.
20. UTILITY LOCATION
If underground sampling/testing is to be performed, a local utility
locating service shall be contacted to make arrangements for all
utilities to determine the location of underground utilities. In addition,
OWNER shall notify ENGINEER of the presence and location of any
underground utilities located on the OWNER's property which are
not the responsibility of private/public utilities. ENGINEER shall take
reasonable precautions to avoid damaging underground utilities that
are properly marked. The OWNER agrees to waive any claim
against ENGINEER and will indemnify and hold ENGINEER
harmless from any claim of liability, injury or loss caused by or
allegedly caused by ENGINEER's damaging of underground utilities
that are not properly marked or are not called to ENGINEER's
attention prior to beginning the underground sampling/testing.
21 UNMANNED AERIAL SYSTEMS
If operating UAS, ENGINEER will obtain all permits or exemptions
required by law to operate any UAS included in the services.
ENGINEER's operators have completed the training, certifications
and licensure as required by the applicable jurisdiction in which the
UAS will be operated. OWNER will obtain any necessary
permissions for ENGINEER to operate over private property, and
assist, as necessary, with all other necessary permissions for
operations.
22. OPERATIONAL TECHNOLOGY SYSTEMS
OWNER agrees that the effectiveness of operational technology
systems ("OT Systems") and features designed, recommended or
assessed by ENGINEER are dependent upon OWNER's continued
operation and maintenance of the OT Systems in accordance with all
standards, best practices, laws, and regulations that govern the
operation and maintenance of the OT Systems. OWNER shall be
solely responsible for operating and maintaining the OT System in
accordance with applicable industry standards (i.e. ISA, NIST, etc.)
and best practices, which generally include but are not limited to,
cyber security policies and procedures, documentation and training
requirements, continuous monitoring of assets for tampering and
intrusion, periodic evaluation for asset vulnerabilities, implementation
and update of appropriate technical, physical, and operational
standards, and offline testing of all software/firmware
patches/updates prior to placing updates into production.
Additionally, OWNER recognizes and agrees that OT Systems are
subject to internal and external breach, compromise, and similar
incidents. Security features designed, recommended or assessed
by ENGINEER are intended to reduce the likelihood that OT
Systems will be compromised by such incidents. However,
ENGINEER does not guarantee that OWNER's OT Systems are
impenetrable and OWNER agrees to waive any claims against
ENGINEER resulting from any such incidents that relate to or affect
OWNER's OT Systems.
23. FORCE MAJEURE
ENGINEER shall not be responsible for delays caused by factors
beyond ENGINEER's reasonable control, including but not limited to
delays because of strikes, lockouts, work slowdowns or stoppages,
government ordered industry shutdowns, power or server outages,
acts of nature, widespread infectious disease outbreaks (including,
but not limited to epidemics and pandemics), failure of any
governmental or other regulatory authority to act in a timely manner,
failure of the OWNER to furnish timely information or approve or
disapprove of ENGINEER's services or work product, or delays
caused by faulty performance by the OWNER's or by contractors of
any level or any other events or circumstances not within the
reasonable control of the party affected, whether similar or dissimilar
to any of the foregoing. When such delays beyond ENGINEER's
reasonable control occur, the OWNER agrees that ENGINEER shall
not be responsible for damages, nor shall ENGINEER be deemed in
default of this Agreement, and the parties will negotiate an equitable
adjustment to ENGINEER's schedule and/or compensation if
impacted by the force majeure event or condition.
Terms & Conditions for Professional Services 3 (5/2020)