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HomeMy WebLinkAboutAment, Inc.-Grant Agreement-02.23.2009 ittliteo,kei: 2 23-v5 AGREEMENT for 2009 Traffic Safety Fund Grant Design Services Traffic Safety Improvements at the Intersections of US 63 (Sergeant Road) & Ridgeway Avenue and US 218 (Washington Street) & Williston Avenue /West 18th Street In Waterloo, Iowa Ament, Inc. Project Number G29409.10 /Tasks 001 - 002 GENERAL This Agreement for surveying and engineering design services is based on Ament, Inc.'s (hereinafter referred to as CONSULTANT) understanding of the project needs of the City of Waterloo, Iowa Traffic Operations Department (hereinafter referred to as CLIENT), as developed from the CLIENT's Traffic Safety Funds Grant Design Services Request for Proposals (RFP), dated January 29, 2009. The Effective Date of this Agreement is February 17, 2009. PROJECT DESCRIPTION The City of Waterloo, Iowa intends to implement traffic safety improvements at two (2) intersections located within the City. These two intersections are at US 63 (Sergeant Road) and Ridgeway Avenue, and at US 218 (Washington Street) & Williston Avenue / West 18th Street. This project will utilize Iowa Department of Transportation (DOT) Traffic Safety Funds grant funding for project construction, as well as local funding for the surveying and engineering design services. The safety improvements that are envisioned include the following: At US 63 (Sergeant Road) and Ridgeway Avenue: Remove the existing traffic signal truss structure. Install normal far-side mast arm-mounted traffic signals. Add near-side traffic signals. Change permitted-protected left-turn phasing to protected phasing for the US 63 approaches. Lengthen the auxiliary left-turn lane on northbound US 63. Eliminate the turning roadway in the southwest quadrant of the intersection and bring the eastbound right-turn movement on Ridgeway Avenue under signal control, rather than Yield sign control. Install larger street name signs on the signal pole mast arms. Provide dilemma zone protection on all four high-speed approaches, utilizing detector loops. Provide vehicle detection at or near the stop lines using either detector loops or video detection. US 218 (Washington Street) and Williston Avenue /West 18th Street: Install overhead-mounted intersection lane control signs, sign structure, and pavement markings on both approaches of US 218 for either the two inside lanes or for all three lanes. Install near- side pedestal-mounted traffic signal heads on Williston Avenue and West 18th Street. The project will be let locally by the City of Waterloo as one (1) construction project. 1 AMENT, INC. SCOPE OF SERVICES The CONSULTANT will provide surveying and engineering design services for the project. The scope of services to be performed by the CONSULTANT shall be completed in accordance with generally accepted standards of practice and shall include the services and supplies to complete the following tasks: Project Management This task includes the development and tracking of the project plan. Coordination with members of the project team, including the CLIENT, the Iowa Department of Transportation (DOT), and subconsultants, if necessary, is an essential part of this task. The scheduling, notifying, and facilitating of team meetings is also included in this task. 1. Project Team Kick-Off Meeting — This meeting shall include select members of the project team (CLIENT and CONSULTANT). The purpose of the meeting is to review the detailed project plan including tasks, responsible individuals, and timing to complete the tasks; obtain project information from the CLIENT; and clarify design issues and requirements. 2. Track Project Schedule — This task involves tracking the project design schedule throughout the length of the design services contract. This will be done to determine if the performance of the design services is in conformance with the project schedule. If the project is not on schedule, CONSULTANT will present an approach for bringing the project back on schedule. 3. Monitor Project Scope — This task involves monitoring the project scope throughout the length of the design services contract. This will be done to identify needed services that are not included in the scope of the design services contract. CONSULTANT will make the CLIENT representative aware of potential change orders to the design contract before the additional services are performed. This task includes the preparation and submittal of brief weekly progress reports to the CLIENT. These progress reports will be submitted electronically from the time of project startup through the submittal of final construction documents. 4. Project Review Meetings — This task involves attendance at project review meetings with representatives of the CLIENT. Three (3) meetings are anticipated. CONSULTANT will keep, prepare, and distribute minutes of meetings to attendees in a timely manner. 5. Subconsultant Management —This task involves the preparation of subcontracts and work orders for subconsultants. This task also includes monitoring subconsultant activities, reviewing subconsultant invoices, and submitting them to the CLIENT for payment. The only subconsultant that is anticipated at this time is M2B Structural Engineers LLP of Cedar Rapids, Iowa. 6. Coordination with Utilities and Other Affected Agencies/Entities — This task involves the necessary coordination with the other users of the project corridor and the various agencies (City, State, and County) that have jurisdiction within the project corridor. Ongoing input and related design consideration will be included in the development of the design plans. 2 AMENT, INC. II. Research and Data Collection The following is a brief description of some of the items necessary to research for the collection of information in preparation of the study report and design development. 1. Aerial Photography and Topography—This item includes the collection of existing aerial photography and topography comprising the best readily available information for the project area. 2. Record Drawing Research —The purpose of this item is to research and collect the record drawings available for the improvements located within and affecting the project area. 3. Utility Research —This item includes research with the franchise utilities, telephone companies, and City utilities for information within the project area regarding existing transmission and distribution lines and service laterals. 4. Traffic Volumes —This item includes the collection of the best readily available information related to existing traffic volumes. This information will be obtained from the DOT Office of Transportation Data. 5. Applicable Design Standards —This item includes the collection and summarization of the design standards applicable to this project. III. Preliminary Design Plans Design Services — This task includes the surveying, drafting, and design tasks necessary to determine the location and dimensions of the proposed facilities. At the completion of this task, the preparation of acquisition documents and the determination of values of takings may proceed, or the plans may be finalized if no acquisitions are necessary. 1. Verify Recommended Concept- This task includes a detailed review of the project concept and a verification of the appropriateness of the scope of the project, the schedule being proposed, and the budget for the proposed improvements. At this time, if there is the need to modify the scope, schedule or budget, the modification(s) shall be performed. 2. Horizontal Control Surveys —This item includes the identification and location of existing horizontal control points, or establishment of new horizontal control points, within the project corridor prior to construction. This task includes the acquisition and documentation of reference ties for these horizontal control points. 3. Vertical Control Survey—This item includes the identification and location of existing benchmarks, or establishment of new benchmarks, within the project corridor. 4. Topographic Surveys •-This item includes the field and office tasks required to conduct the research and gather the field measurements to provide the necessary topographic information for the project to supplement the survey data already collected by the CLIENT and/or the DOT within the project corridor in recent years. 3 AMENT, INC. 5. Photographic/Video Review of Project Corridor—This task includes the preparation of photographs and/or videotape of the project corridor obtained while walking and/or driving through the area. The purpose of this task is to provide for the efficient review of the corridor during the design process. It may include times of peak hour traffic, if applicable, and drainage during rainfall events, if applicable. 6. Preparation of Base Information —This task includes the collection of the information of the research and data collection phase and the reduction of topographic survey data for the purpose cf preparing project drawings. This task shall also include the preparation of a triangulated irregular network for the use in development of the project design. The plan-and-profile drawings will be prepared in AutoCAD or MicroStation electronic format to a scale of not smaller than 1" = 50' (for 11" x 17" half-size sheets) using Iowa DOT standards for linetypes and symbols. Scales larger than this will be used as appropriate for the work involved. 7. Review Design Standards —This task includes the review of the design standards applicable to the development of the project. Coordination with the appropriate utility companies may be required in order to properly accommodate the facilities impacted by this project. 8. Roadway Typical Sections — This task includes the development of a roadway typical cross section for the proposed auxiliary turn lane extension indicating the type, width, and thickness of pavement and subbase, cross slope, and details of joints, shoulders, and ditches. 9. Horizontal and Vertical Alignment—This task includes the development of the horizontal and vertical alignment for the proposed improvements and impacted access drives, if any. 10. Cross Sections —This task includes the development of cross sections and the determination of earthwork quantities utilizing roadway templates based on the roadway typical sections and the horizontal and vertical alignments developed for the proposed improvements. The cross sections shall be developed at a scale of not greater than 1" = 10' horizontally and 1" = 10' vertically for half-size sheets. Cross sections will be developed at a maximum of 50-foot intervals. 11. Traffic Signals —This task includes the design and preparation of detailed plans for 1) the removal of an existing traffic signal truss structure and the construction of an isolated fully-actuated traffic signal installation with dilemma zone protection on all four (4) high-speed approaches at the US 63 (Sergeant Road) / Ridgeway Avenue intersection and 2) the addition of near-side pedestal-mounted traffic signals at the US 218 (Washington Street) and Williston Avenue /West 18th Street intersection. Plans will include traffic signal layout, a wiring diagram, signal phasing and timings (for the US 63 (Sergeant Road) / Ridgeway Avenue intersection ONLY), loop detector, handhole, and base locations, and a summary of anticipated traffic signal quantities. 12. Field Reconnaissance —This task includes a field reconnaissance /field check with the CLIENT (and the Iowa DOT, if available) after the initial preliminary design plan set is submitted to the CLIENT and the Iowa DOT. 4 AMENT, INC. 13. Pavement Marking and Signing Plan —A pavement marking and signing plan will be developed according i:o the guidelines contained in the Manual on Uniform Traffic Control Devices (MUTCD) Handbook, current Edition, a manual approved by the Federal Highway Administration as the National Standard. This plan will be developed in conjunction with the requirements of the CLIENT and the Iowa DOT. For the US 63 (Sergeant Road) / Ridgeway Avenue intersection, the signing plan will involve only the provision of larger mast arm-mounted street name signs and some ground-mounted traffic control signs, if needed. For the US 218 (Washington Street) and Williston Avenue /West 18th Street intersection, the signing plan will involve the installation of overhead-mounted intersection lane control signs. 14. Grading and Erosion Control Plan - This task includes the development of a grading and erosion control plan for the project. The plan shall identify existing and proposed contours and identify the type, size, and location of proposed erosion control elements. 15. Storm Water Pollution Prevention Plan (SWPPP) - This task includes the development of a storm water pollution prevention plan (SWPPP) for the project, if necessary. 16. Staging Plan/Traffic Control —This task includes the development of a staging and traffic control plan for the project. Detail shall be such that a refined cost opinion can be developed and the construction costs can be set. 17. Set Construction Limits —This task includes the definition of the construction limits for the project. The construction limits shall include that area necessary for the construction activities including construction staking. 18. Prepare Draft Contract Documents —This task includes the modification of the electronic Word®files of existing Contract Document templates provided by the CLIENT for the purpose of the Project. The CLIENT shall provide the required information to assist the CONSULTANT in preparing the draft documents. Some items, such as dates or bid schedules, shall be included as future tasks make the items available. 19. Prepare Permit Applications —This task includes the preparation and submittal of permit applications necessary to commence with the construction of the proposed improvements. These include, but are not limited to, City, County, State, and Federal permits necessary for the project. 20. Budget Review—This task includes the development of a quantity take-off in accordance with the standard bid items for the Iowa Department of Transportation and the application of unit prices reasonable for the scope, schedule, and anticipated job site conditions. The revised total project expenditures shall be reviewed and compared to the original project budget. A discussion of the adequacy of the existing budget shall be made. If the budget is not adequate for some reason, options shall be evaluated and a recommendation shall be made to address the budget issue. 21. Quality Review— This task includes a field review by the CONSULTANT regarding the quality of the design developed to date. Issues such as coordination with utility companies and other agencies, and the maintenance aspects of the facilities shall 5 AMENT, INC. be considered while making this review. The accuracy and completeness of the documents shall also be scrutinized in order to minimize the need for modifications to the design. Any necessary modifications shall be included in the documents following the quality review by the designer and prior to continuing to the next step. 22. Preliminary Plan Submittal —This item includes the submittal of the appropriate number of copies of the Preliminary Plans to the CLIENT and to the Iowa DOT. IV. Check Plans and Final Plans A. Check Plans — This item includes the addition of information to the Preliminary Plans and the incorporation of the Preliminary Plan review comments to more fully develop the contract documents. 1. Develop Special Details —This item includes the design and drafting of special project details. Standard details shall be included by reference only. 2. Addition of Text / Information to Drawings — This task includes the addition of information and text to the drawings in order to provide for the needed detailed location and dimension information. Information related to quality of workmanship and quality of materials shall be included in the Special Provisions, if needed. 3. Develop Special Provisions —This task includes the development of Special Provisions, if necessary, to supplement the Iowa DOT's Standard Specifications for Highway and Bridge Construction, Series 2001, and current Supplemental Specifications. 4. Quality Review by the Designer—This task includes a detailed review of the information included in the drawings and in the Special Provisions. Any discrepancies discovered shall be resolved prior to continuing to the next step. 5. Budget Review— This item includes a refinement of the previous quantity take-off including the standard bid items. Revisions to any unit prices as is appropriate based on additional information shall occur as part of this task. A comparison of the current total project budget with the allocated resources shall be made. The need to resolve any discrepancies shall be evaluated and recommendations to address any budget issues shall be made as part of this task. 6. Update Contract Documents —This task includes the update of the electronic Word® files of the Contract Documents provided by the CLIENT for the purpose of the Project. The CLIENT shall provide the required information to assist the CONSULTANT in preparing these draft documents. Some items, such as dates or bid schedules, shall be included as future tasks make the items available. 7. Check Plan Submittal --This item includes the submittal of the appropriate number of copies of the Check Plans and draft Special Provisions, if required, to the CLIENT and the Iowa DOT. B. Final Plans — This item includes the modification of the Check Plans and Special Provisions, if required, to incorporate the Check Plan review comments and to finalize the documents. 6 AMENT, INC. 1. Incorporate Permit Requirements —This item includes the incorporation of information in the appropriate location related to the requirements of any applicable permits issued for the project. Location and dimension information shall be placed on the drawings. Quality of workmanship and quality of materials information shall be placed in the Special Provisions, if needed. 2. Refine Special Provisions —This task includes the refinement of the Special Provisions, if necessary, to supplement the Iowa DOT's Standard Specifications for Highway and Bridge Construction, Series 2001, and current Supplemental Specifications. 3. Refine Contract Documents — This task includes the refinement of the electronic Word®files of the Contract Documents to include information not previously available. Information related to the bid schedule and other specific dates shall be added, as they are available. 4. Quality Review by the Designer—This task includes a detailed review of the information included in the drawings and in the Special Provisions. Any discrepancies discovered shall be resolved prior to continuing to the next step. 5. Budget Review—This item includes a refinement of the previous quantity take-off including the standard bid items. Revisions to any unit prices as is appropriate based on additional information shall occur as part of this task. A comparison of the current total project budget with the allocated resources shall be made. The need to resolve any discrepancies shall be evaluated and recommendations to address any budget issues shall be made as part of this task. This task includes the incorporation of project construction phasing into the Final Plans as required by the project budget. 6. Final Plan Submittal — This item includes the submittal of the appropriate number of copies of the Final Plans and Special Provisions, if required, to the CLIENT and the Iowa DOT. V. Contractor Procurement Bid Period Activities 1. Answer Questions from the CLIENT/ Iowa DOT—After submittal of Final Plans to the CLIENT and the Iowa DOT, clarification of items in question will be provided to assist the CLIENT in preparation of the bid documents and any addenda that are necessary. The CLIENT shall be responsible for the local bid letting. The CLIENT shall prepare and distribute copies of the bidding documents to potential bidders. 2. Preparation and Distribution of Addendum —Any modification to the bid documents shall occur by issuance of an addendum. The CONSULTANT shall assist the CLIENT with the development of any addenda that are necessary and the CLIENT shall distribute the addenda to the plan holders. 7 AMENT, INC. DELIVERABLES A. CONSULTANT Deliverables 1. One (1) set of preliminary plans and one (1) copy of the preliminary construction cost opinion, along with an accompanying transmittal letter, to both the CLIENT and the Iowa DOT. 2. One (1) set of check plans; one (1) hard copy of each Special Provision document, if any; one (1) copy of the draft Contract Documents; and one (1) copy of an updated construction cost opinion, along with an accompanying transmittal letter, to both the CLIENT and the Iowa DOT. 3. One (1) unbound set of reproducible final plans without original signatures; five (5) signed and sealed copies of the final plans with original signatures; one (1) hard copy and one (1) electronic copy of each Special Provision document, if any; one (1) hard copy and one (1) electronic copy of the final Contract Documents; and one (1) copy of the final project cost opinion, along with an accompanying transmittal letter, to the CLIENT. One (1) signed and sealed copy of the final plans with original signatures; one (1) hard copy of each Special Provision document, if any; one (1) hard copy of the final Contract Documents; and one (1) copy of the final project cost opinion, along with an accompanying transmittal letter, to the Iowa DOT. SCHEDULE The CONSULTANT will begin its services immediately after receipt of the executed Agreement, which will serve as a notice to proceed. The CONSULTANT will perform its services in accordance with the following schedule, unless modified by mutual agreement or by factors beyond the control of the CONSULTANT: Contract approved by CLIENT by February 23, 2009. Project Kick-off Meeting conducted by February 27, 2009. Topographic Surveys / Data Collection performed by March 11, 2009, weather permitting. Preliminary Field Check performed by March 13, 2009. Preliminary Plans and Preliminary Cost Opinion prepared and submitted by April 10, 2009. Preliminary Plan documents review completed by CLIENT by April 24, 2009. Check Plans, Draft Special Provisions, Updated Cost Opinion, and Draft Contract Documents prepared and submitted by May 15, 2009. Check Plan documents review completed by CLIENT by May 29, 2009. Final Plans, Final Special Provisions, Final Cost Opinion, and Final Contract Documents prepared and submitted by June 12, 2009. Project Letting by CLIENT in mid- to late-July 2009. This schedule is dependent upon timely reviews by the CLIENT and the Iowa DOT and timely receipt of requested data from various agencies. COMPENSATION We will provide the Scope of Services on a Standard Hourly Rate plus reimbursable expenses basis, using the rates that are current at the time the work is performed. The total not-to- exceed fee for these services shall be $32,900 for the services rendered by principals and employees engaged directly on the project and for reimbursable expenses. 8 AMENT, INC. The CLIENT has 30 days from the Effective Date of this Agreement to enter into this Agreement in order for the terms of this Agreement to remain valid. CLIENT RESPONSIBILITIES It will be Client's responsibility to provide the following, if it is available or can be obtained by Client's personnel: 1. Data requested by the CONSULTANT to assist in the development of the construction documents and contract documents. This information may include, but not be limited to, base mapping of the City including aerial photography, if available, and other pertinent information identified in the Research and Data Collection phase. 2. A rough conceptual layout of the proposed location of new mast arms, signal heads, and geometric improvements for the two project intersections. 3. Existing traffic signal plans and signal phasing and timing data for the project intersections. 4. Electronic files of the specifications and standard drawings used by the CLIENT for traffic signal equipment and traffic control signing. 5. Electronic Word®files of the Contract Document templates used by the CLIENT for local bid lettings. ADDITIONAL SERVICES None. Terms and Conditions of the Agreement The attached Terms and Conditions are considered part of this Agreement. AGREEMENT CLIENT: City of Waterloo, Iowa AMENT, I BY: ��•-� y BY: DATE: - ,P 3 D DATE: .Z/ - l t ATTEST (% 4ATTEST: DATE: � � 3 9 DATE: 9 AMENT, INC. TERMS AND CONDITIONS AMENT, INC. Progress payments shall be made in proportion to services as provided and as indicated within this agreement, and shall be due and owing within 30 days of the CONSULTANT'S submittal of his monthly statement. Past due amounts owed shall accrue interest at the lesser rate of 1.5% per month, or the maximum rate allowed by law. If the CLIENT fails to make monthly payments due the CONSULTANT, the CONSULTANT may after giving seven (7) days written notice to the CLIENT, suspend services under this agreement. This agreement may be terminated by either party by seven (7) days written notice in the event of substantial failure to perform in accordance with the terms of this agreement by the other party through no fault of the terminating party. This agreement represents the entire and integrated agreement between the CLIENT and the CONSULTANT and supersedes all prior written or oral negotiations, representations, or agreements. This agreement may be amended only by written instrument signed by both the CLIENT and the CONSULTANT. 1. In the event that any on-site observation of Contractors' work shall be included as a part of the work under the agreement, the CONSULTANT shall endeavor to guard the CLIENT against apparent defects and deficiencies in the permanent work constructed by the Contractor but does not guarantee or warrant the performance of the Contractor. The CONSULTANT is not responsible for the construction means, methods, techniques, sequence or procedures, time of performance, programs, or for any safety precautions in connection with the construction work. The CONSULTANT is not responsible for the Contractor's failure to execute the work in accordance with the construction contract. 2. The CONSULTANT shall not be responsible for defects or omissions in the work of the Contractor or any Subcontractors or any of the Contractor's or Subcontractor's employees, or that of any person or entities responsible for performing work which results in a construction contract on the basis of the services to be performed by the CONSULTANT. 3. If the PROJECT is delayed or if the CONSULTANT'S services for the PROJECT are delayed or suspended for more than three (3) months for reasons beyond the CONSULTANT'S control, the CONSULTANT may, after giving seven (7) days written notice to the CLIENT, terminate this agreement and the CONSULTANT shall be paid for services performed to the termination notice date, including reimbursable expenses due, plus termination expenses. Termination expenses are defined as reimbursable expenses directly attributable to the termination. 4. Neither the CLIENT nor the CONSULTANT shall delegate, assign, or otherwise transfer his duties under this agreement without the written consent of the other. 5. All drawings, specifications and other work product of the CONSULTANT for this PROJECT are instruments of service for this PROJECT only and the intellectual rights to it shall remain the property of the CONSULTANT whether the PROJECT is completed or not. Reuse of any of the instruments of service of the CONSULTANT by the CLIENT on extensions of this PROJECT or on any other PROJECT without the written permission of the CONSULTANT shall be at the CLIENT'S risk and the CLIENT agrees to defend and indemnify and hold harmless the CONSULTANT from all claims, damages, and expenses including attorney's fees arising out of such unauthorized reuse of the CONSULTANT'S instruments of service by the CLIENT or by others acting through the CLIENT. Any reuse or adaptation of the CONSULTANT'S instruments of service occurring after the written agreement of the CONSULTANT shall entitle the CONSULTANT to further compensation in amounts to be agreed upon by the CLIENT and the CONSULTANT. 6. Copies of documents that may be relied upon by Client are limited to the printed copies (also known as hard copies) that are signed or sealed by Consultant, Files in electronic media format or text, data, graphic or other types that are furnished by Consultant to Client are only for convenience of Client. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. When transferring documents in electronic media format, Consultant makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems or computer hardware differing from those in use by Consultant at the beginning of this assignment. 7. This agreement shall be governed by the laws of the State of Iowa. 8. The CLIENT and the CONSULTANT agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. The CLIENT and the CONSULTANT further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants to likewise include a similar mediation provision in all agreements with subcontractors, subconsultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between parties to those agreements. Any costs incurred for a mediator, plus his or her expenses, shall be shared equally between the parties involved in the mediation. 10 AMENT, INC. 9. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, walkouts, accidents, government acts, or other events beyond the control of the other or the other's employees and agents. 10. In the event any provisions of this agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term, condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 11. The CONSULTANT intends to render his services under this agreement in accordance with the generally accepted professional practices for the intended use of the PROJECT, and makes no warranty, either express or implied. 12. Any Opinion of the Construction Cost prepared by the CONSULTANT represents his judgment as a design professional and is supplied for the general guidance of the CLIENT. Since the CONSULTANT has no control over the cost of labor and material or over competitive bidding or market conditions,the CONSULTANT does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CLIENT. 13. The CLIENT shall provide for right of entry for employees of the CONSULTANT and all of the equipment, which is necessary for the CONSULTANT to perform the work. While the CONSULTANT will take responsible precautions to minimize any damage to the property it is understood by the CLIENT that in the normal course of work, some damages may occur, the correction cf which is not part of this agreement. 14. In the prosecution of the work, the CONSULTANT will take responsible precautions to avoid damage or injury to subterranean structures or utilities. The CLIENT agrees to hold the CONSULTANT harmless for any damage to subterranean structures, which are not called to the CONSULTANT'S attention and correctly shown on any plans furnished. 15. The CONSULTANT will notify the CLIENT of changes in scope of services and of adjustment in compensation by amendment to this Agreement. 16. Nothing in this agreement shall impose liability on the CONSULTANT for claims, lawsuits, expenses, or damages arising from, or in any manner related to: A. The dispersal, discharge, escape, release or saturation of smoke, vapors soot, fumes, acids, alkalis, toxic chemicals, liquids, gases or any other materials, irritant, contaminant or pollutant in or into the atmosphere, or on, onto, upon, in or into surface or subsurface of(a) soil; (b) water or water courses; (c) objects; and (d) any tangible or intangible matter whether sudden or not. B. The exposure to, or the handling, manufacture or disposal of asbestos or asbestos products in any of its various forms. 17. The CLIENT shall have ten (10) days after issue of invoice to dispute the amount owed. After ten (10) days, the invoice becomes due and payable. 18. CONSULTANT shall maintain a professional indemnity insurance policy covering professional liability of work done by CONSULTANT under this Agreement and the coverage of such policy shall remain in effect for the duration of statute of limitations under Iowa laws for the applicable items. The policy shall cover risks associated with damage due to the CONSULTANT'S negligent act, error or omission for a minimum of $1,000,000 each claim, $1,000,000 in the aggregate. CONSULTANT may write the construction contract documents in a manner to require the construction contractor to extend the indemnity given to CLIENT to also cover CONSULTANT. CONSULTANT shall pay at CONSULTANT's own expense for correction of construction work when such correction is deemed necessary and is deemed to be solely the result of the CONSULTANTs negligent acts, errors, or omissions. 11 AMENT, INC. it I i I I i �I i 1 c