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HomeMy WebLinkAboutMead & Hunt 2011-04-11NEALD HUNr December 17, 2010 Designing the future Mr. Mel Grandi, P.E. City of Ukiah 411 West Clay Street Ukiah, CA 95482 Subject: Lake Mendocino Hydroelectric Project Tainter Gate Leakage Dear Mr. Grandi: Mead & Hunt, Inc. (Mead & Hunt) is pleased to submit this proposal to provide engineering services for the above-referenced project. Project Understanding Our proposal is based on your verbal request, telephone conversations, site visit and preliminary gate inspection, and background information on the project. We understand that the leakage of the tainter gate at the Lake Mendocino Hydroelectric Project has significantly increased over the past few years. The increased leakage is believed to be the result of the top gate seal being installed with a neoprene seal instead of a rubber seal. We understand that the City of Ukiah is interested in having Mead & Hunt prepare a plan to modify the gate seals in order to minimize the amount of leakage at the tainter gate. Scope of Services After receipt of authorization to proceed, Mead & Hunt shall perform the following tasks: Task 1- Construction Documents During the preliminary gate inspection performed on September 15, 2010, the inspection team identified a number of potential reasons for the gate leakage. The team concluded that the majority of the leakage was caused by the failure of the gate's top seal, and that replacement of the seal with a new rubber seal could potentially reduce the leakage to an acceptable amount. Mead & Hunt will prepare construction plans and product specifications to replace the top rubber seal. The construction documents will detail the proposed gate seal replacement, which could be performed by either City of Ukiah maintenance staff or a contractor. Our proposal assumes that the City of Ukiah will be responsible for compiling bid documents using the plans and technical specifications provided by Mead & Hunt if the work is advertised for contractor bids. Mead & Hunt Inc. 180 Promenade Circle Suite 240 Sacramento California 95834 916 971 3961 fax: 916 971 0578 www.meadhunt.com Mr. Mel Grandi December 17, 2010 Page 2 Task 2 (Optional) - Construction Assistance and Gate Inspection Optionally, Mead & Hunt will provide design assistance, and assist the City with construction support for the City under this task. Mead & Hunt will coordinate required design reviews and verifications with design team members during construction. Construction support services will include processing and approval of submittals, responding to questions and comments on submittals, providing assistance with construction inspections for compliance with the construction documents, and responding to construction requests for information. Due to confined space entry conditions, the inspection team was not cleared to enter the tunnel and perform a detailed inspection of the gate during the September 15, 2010 inspection. Mead & Hunt will perform a detailed inspection of the gate seals and gather additional information in case the replacement of the gate's top seal fails to reduce the gate leakage to an acceptable amount. Our goal with this evaluation is to gain an understanding of the sources of the gate leakage to the level of detail needed to prepare a gate seal modification action plan, should the new seal not reduce leakage to acceptable limits. Efforts to prepare a gate seal modification plan, should one be required, are not included in this proposal. Our proposal assumes that the construction inspection and detailed gate inspection can be completed during two one-day visits and does not include any subsequent visits to the project site. Responsibilities of the City of Ukiah Our Scope of Services and Compensation are based on City of Ukiah performing or providing the following: • A designated representative with complete authority to transmit instructions and information, receive information, interpret policy, and define decisions. • Access to the project site. • Available data, drawings, and information related to the project. • Review of (construction plans, draft reports, etc.) within two weeks of receipt. • Protection of Mead & Hunt-supplied digital information or data, if any, from contamination, misuse, or changes. Compensation The work described under the Scope of Services will be performed on a time-and-expense basis in accordance with the Mead & Hunt Standard Billing Rate Schedule, which is attached and made part of this proposal. The estimate of engineering services for Task 1 is $6,200, and the estimate for engineering services for Task 2 (Optional) is $9,000. Authorization The Scope of Services and Compensation stated in this proposal are valid for a period of thirty (30) days from date of submission. If authorization to proceed is not received during this period, this proposal may be withdrawn or modified by Mead & Hunt. P:131783-00 City of Ukiah Public Works131703 Mendocino Gate LeakagelGrandi Proposal Mendocino Hydro.doc Mr. Mel Grandi December 17, 2010 Page 3 Signatures of authorized representatives of City of Ukiah and Mead & Hunt shall convert this proposal to an Agreement between the two parties, and receipt of one signed copy shall be considered authorization to proceed with the work described in the Scope of Services. All services shall be performed in accordance with the General Terms and Conditions for Engineering, Architectural, or Consulting Services, which is attached and made a part of this proposal. We appreciate the opportunity to submit this proposal to the City of Ukiah. Respectfully submitted, MEAD & HUNT, Inc. ~g ZL Jeffrey Kashiwada, P.E. Attachment Accepted by: CITY OF UKIAH Approved by: MEAD & H By: - - By: Name: Name: Eric A. Van Deuren, P.E. Title: Title: Vice President, Water Resources The above per n is authorized to sign for Client and bind the Client to the terms hereof. Date: Date: 4~~ .Zola P:131783-00 City of Ukiah Public Works131703 Mendocino Gate LeakagelGrandi Proposal Mendocino Hydro.doc Mead & Hunt, Inc. General Terms and Conditions for Engineering, Architectural, or Consulting Services California Mead & Hunt, Inc. will begin services upon written authorization to proceed. Receipt of a signed contract (the "Contract") will be considered written authorization, which shall be incorporated herein by reference. If the terms or conditions of this agreement conflict with those in the Contract or any other agreement, this agreement shall control. Mead & Hunt, Inc. will bill the Owner monthly, according to the payment method set forth in the Contract, with net payment due in thirty (30) days. The quoted fee will control until it is amended. Past due balances shall be subject to an interest charge at a rate of 1-1/2% per month. In addition, Mead & Hunt, Inc. may, after giving seven (7) days' written notice, suspend service under any agreement until the Owner has paid in full all amounts due for services rendered and expenses incurred, including the interest charge on past due invoices. Quoted fees or rates do not include any applicable state and local sales or use taxes, gross receipts taxes, or value-added taxes. Any such taxes shall be the responsibility of the Owner to pay. The quoted fees and scope of services constitute the best estimate of the fees and tasks required to perform the services as defined. This agreement, upon execution by both parties hereto, may be amended only by written instrument signed by both parties. For those projects involving conceptual or process development service, activities often cannot be fully defined during initial planning. As the project progresses, facts uncovered may reveal a change in direction which may alter the scope. Mead & Hunt, Inc. will promptly inform the Owner in writing of such situations so that changes in this agreement may be made as required. In addition, if the Owner requests significant modifications or changes in the scope of the project, the time of performance of Mead & Hunt, Inc.'s services and the fees shall be adjusted before Mead & Hunt, Inc. undertakes the additional work. The Owner shall be liable for and shall indemnify and hold Mead & Hunt, Inc., harmless for all costs and damages incurred by Mead & Hunt, Inc., for delays caused in whole or in part by the Owner's interference with Mead & Hunt, Inc.'s ability to provide services, including, but not limited to, Owner's failure to provide specified facilities or information or if Mead & Hunt, Inc.'s services are extended by Owner's actions or inactions for more than sixty (60) days. If delays are caused by unpredictable occurrences outside Owner's control, including, without limitation, terrorism, fires, floods, riots, strikes, unavailability of labor or materials, delays or defaults by suppliers of materials or services, process shutdowns, acts of God or the public enemy, or acts or regulations of any governmental agency, then the costs for services and schedule commitments shall be equitably adjusted before Mead & Hunt, Inc., resumes its services. This Section 4 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. Mead & Hunt, Inc. will maintain insurance coverage for: Worker's Compensation, General Liability, Automobile Liability, Aviation Liability, and Professional Liability. Mead & Hunt, Inc. will provide information as to specific limits upon written request. If the Owner requires coverages or limits in addition to those in effect as of the date of the agreement, premiums for additional insurance shall be paid by the Owner. 6. The liability of Mead & Hunt, Inc. to the owner for any indemnity commitments or for any damages arising in any way out of performance of this agreement is limited to a period of twelve (12) months from the date of the last bill from Mead & Hunt, Inc. to the OWNER, whether paid or not paid by the OWNER; such liability shall be limited to the amount of the fees paid by the OWNER to Mead & Hunt, Inc. for performance under this agreement. Mead & Hunt, Inc., shall not be liable for any loss due to terrorism. Mead & Hunt, Inc. and the Owner agree that the ultimate liability for mold or mildew regardless of its source, and for the actual, alleged, or threatened discharge, dispersal, release, or escape of pollutants, mycotoxins, spores, smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, buildings, the atmosphere, or body of water shall remain with Owner; and the responsibility and/or liability for any of the foregoing and for the ownership and maintenance of any toxic, hazardous, or asbestos materials relating to the project shall remain with the Owner. Mead & Hunt, Inc. and the Owner acknowledge that Mead & Hunt, Inc.'s professional liability and general liability policies do not apply to claims arising out of the foregoing. Therefore, the Owner agrees not to bring a claim against Mead & Hunt, Inc., relating to the uninsured liability referenced above. Furthermore, to the extent permitted by applicable law, the Owner agrees to indemnify, defend, and hold harmless Mead & Hunt, Inc. for all claims against Mead & Hunt, Inc. arising out of or related in any way to the above stated liability and/or responsibility of the Owner, whether or not such claims arise out of and/or have been caused by the partial negligence of Mead & Hunt, Inc. provided, however, that this Section 7 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. The term "Confidential Information" means information marked or designated by Mead & Hunt, Inc. or Owner as confidential. Confidential Information includes, but is not limited to, ideas, specifications, techniques, models, data, programs, documentation, processes, know-how, and financial and technical information. Owner and Mead & Hunt, Inc. shall not, during the term of this agreement or after the termination of this agreement, for a period of two (2) years disclose any Confidential Information to any person or entity, or use any Confidential Information to any person or entity, or use any Confidential Information for the benefit of Owner or Mead & Hunt, Inc. as the case may be, or any other person or entity, except with the prior written consent of Mead & Hunt, Inc., or Owner, as the case may be, or as required by law. 9. The Owner agrees to clarify and define project requirements and to provide such legal, accounting and insurance counseling services as may be required for the project. 10. Termination of this agreement by the Owner or Mead & Hunt, Inc. shall be effective upon seven (7) days' written notice to the other party. The written notice shall include the reasons and details for termination. Mead & Hunt, Inc. will prepare a final invoice showing all charges incurred through the date of termination; payment is due as stated in paragraph 2. If the Owner breaches the Contract or any other agreements entered into between Mead & Hunt, Inc. and the Owner or if the Owner fails to carry out any of the duties contained in these terms and conditions, Mead & Hunt, Inc. may, upon seven (7) days' written notice, suspend services without further obligation or liability to the Owner unless, within such seven (7) day period, the Owner remedies such breach to the reasonable satisfaction of Mead & Hunt, Inc. Data and image files, both electronic and hard copy (hereinafter "files") are part of Mead & Hunt, Inc.'s instruments of service and shall not be used for any purpose other than for the described project. Any reuse of files or services pertaining to this project or any other project shall be at Owner's sole risk and without liability or legal exposure to Mead & Hunt, Inc. Mead & Hunt, Inc. makes no representation as to compatibility of electronic files with Owner's hardware or software. Differences may exist between these electronic files and corresponding hard-copy documents. Mead & Hunt, Inc. makes no representation regarding the accuracy or completeness of the electronic files provided. In the event that a conflict arises between the signed or sealed hard- copy documents prepared by Mead & Hunt, Inc., and the electronic files, the signed or sealed hard-copy documents shall govern. Because information presented on the electronic files can be modified, unintentionally or otherwise, Mead & Hunt, Inc. reserves the right to remove all indicia of ownership and/or involvement from each electronic display. Under no circumstances shall delivery of the electronic files for reuse be deemed a sale by Mead & Hunt, Inc., and Mead & Hunt, Inc. makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall Mead & Hunt, Inc. be liable for any loss of profit, delayed damages, or any consequential damages as a result of reuse or changes to files or any data therein. To the fullest extent permitted by law, Owner shall indemnify and hold Mead & Hunt, Inc., its employees, and agents harmless against all damages, liability, or costs, including reasonable attorneys' fees, arising out of or resulting from Owner's reuse of electronic files, provided, however that this Section 11 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. Mead & Hunt, Inc. will provide services in accordance with generally accepted professional practices. Mead & Hunt, Inc. disclaims all warranties and guarantees, express or implied. The parties agree that this is a contract for services and is not subject to any Uniform Commercial Code. Similarly, Mead & Hunt, Inc. will not accept those terms and conditions offered by the Owner in its purchase order, requisition, or notice of authorization to proceed, except as set forth herein or expressly agreed to in writing. Written acknowledgment of receipt, or the actual performance of services subsequent to receipt of such purchase order, requisition, or notice of authorization to proceed is specifically deemed not to constitute acceptance of any terms or conditions contrary to those set forth herein. 13. Mead & Hunt, Inc. intends to serve as the Owner's professional representative for those services as defined in this agreement and to provide advice and consultation to the Owner as a professional. Any opinions of probable project CA M H General Terms Conditions 8-06-09.doc Page 1 of 2 Mead & Hunt, Inc. General Terms and Conditions For Engineering, Architectural, or Consulting Services California costs, reviews and observations, and other decisions made by Mead & Hunt, Inc. for the Owner are rendered on the basis of experience and qualifications and represent the professional judgment of Mead & Hunt, Inc. However, Mead & Hunt, Inc. cannot and does not guarantee that proposals, bids or actual project or construction costs will not vary from the opinion of probable cost prepared by it. Owner shall not bring any claims against Mead & Hunt, Inc. for any claim arising out of or related in any way to project or construction costs. Owner agrees to indemnify and to hold Mead & Hunt, Inc. harmless for any claim arising out of or related in any way to project or construction costs even if such claim arises out of and/or has been caused by the partial negligence of Mead & Hunt, Inc. provided, however, that this Section 13 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. 14. If the Owner is a municipality or state authority or any government authority/agency, the Owner agrees to indemnify and hold harmless Mead & Hunt, Inc. for all claims arising out of or related in any way to acts done by Mead & Hunt, Inc. in the exercise of legislative or quasi-legislative functions. In the event Mead & Hunt, Inc. shall be made a party to any suit or litigation on account of an injury or damage to person, life, or property as a result of such acts done by Mead & Hunt, Inc. in the exercise of legislative or quasi-legislative functions, the Owner shall, at Owner's sole expense, defend such actions on behalf of Mead & Hunt, Inc., including claims and causes of action at common law, arising under any statute, or arising out of any governmental demand or request; and if judgment shall be obtained or claim allowed in any proceedings against Mead & Hunt, Inc., the Owner shall pay and satisfy such judgment or claim in full. This Section 14 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. 15. This agreement shall not be construed as imposing upon or providing to Mead & Hunt, Inc., the responsibility or authority to direct or supervise construction means, methods, techniques, sequence, or procedures of construction selected by the contractors or subcontractors or the safety precautions and programs incident to the work of the contractors or subcontractors. 16. Mead & Hunt, Inc. is not liable, in contract or tort or otherwise, for any special, indirect, consequential, or liquidated damages including specifically, but without limitation, loss of profit or revenue, loss of capital, delay damages, loss of goodwill, claim of third parties, or similar damages. 17. This agreement cannot be changed or terminated orally. No waiver of compliance with any provision or condition hereof should be effective unless agreed in writing duly executed by the waiving party. 18. This agreement shall be construed and interpreted in accordance with the laws of the state of California. No action maybe brought except in the state of California. CA M H General Terms Conditions 8-06-09.doc Page 2 of 2 ~nnvr December 17, 2010 Designing the future Mr. Mel Grandi, P.E. City of Ukiah 411 West Clay Street Ukiah, CA 95482 Subject: Lake Mendocino Hydroelectric Project Tainter Gate Leakage Dear Mr. Grandi: Mead & Hunt, Inc. (Mead & Hunt) is pleased to submit this proposal to provide engineering services for the above-referenced project. Project Understanding Our proposal is based on your verbal request, telephone conversations, site visit and preliminary gate inspection, and background information on the project. We understand that the leakage of the tainter gate at the Lake Mendocino Hydroelectric Project has significantly increased over the past few years. The increased leakage is believed to be the result of the top gate seal being installed with a neoprene seal instead of a rubber seal. We understand that the City of Ukiah is interested in having Mead & Hunt prepare a plan to modify the gate seals in order to minimize the amount of leakage at the tainter gate. Scope of Services After receipt of authorization to proceed, Mead & Hunt shall perform the following tasks: Task 1- Construction Documents During the preliminary gate inspection performed on September 15, 2010, the inspection team identified a number of potential reasons for the gate leakage. The team concluded that the majority of the leakage was caused by the failure of the gate's top seal, and that replacement of the seal with a new rubber seal could potentially reduce the leakage to an acceptable amount. Mead & Hunt will prepare construction plans and product specifications to replace the top rubber seal. The construction documents will detail the proposed gate seal replacement, which could be performed by either City of Ukiah maintenance staff or a contractor. Our proposal assumes that the City of Ukiah will be responsible for compiling bid documents using the plans and technical specifications provided by Mead & Hunt if the work is advertised for contractor bids. Mead & Hunt Inc. 180 Promenade Circle Suite 240 Sacramento California 95834 916 971 3961 fax: 916 971 0578 www.meadhunt.corn die'("i lw!!i)7i117r(P nui(,!e(/ NO Mr. Mel Grandi December 17, 2010 Page 2 Task 2 (Optional) - Construction Assistance and Gate Inspection Optionally, Mead & Hunt will provide design assistance, and assist the City with construction support for the City under this task. Mead & Hunt will coordinate required design reviews and verifications with design team members during construction. Construction support services will include processing and approval of submittals, responding to questions and comments on submittals, providing assistance with construction inspections for compliance with the construction documents, and responding to construction requests for information. Due to confined space entry conditions, the inspection team was not cleared to enter the tunnel and perform a detailed inspection of the gate during the September 15, 2010 inspection. Mead & Hunt will perform a detailed inspection of the gate seals and gather additional information in case the replacement of the gate's top seal fails to reduce the gate leakage to an acceptable amount. Our goal with this evaluation is to gain an understanding of the sources of the gate leakage to the level of detail needed to prepare a gate seal modification action plan, should the new seal not reduce leakage to acceptable limits. Efforts to prepare a gate seal modification plan, should one be required, are not included in this proposal. Our proposal assumes that the construction inspection and detailed gate inspection can be completed during two one-day visits and does not include any subsequent visits to the project site. Responsibilities of the City of Ukiah Our Scope of Services and Compensation are based on City of Ukiah performing or providing the following: • A designated representative with complete authority to transmit instructions and information, receive information, interpret policy, and define decisions. • Access to the project site. • Available data, drawings, and information related to the project. • Review of (construction plans, draft reports, etc.) within two weeks of receipt. • Protection of Mead & Hunt-supplied digital information or data, if any, from contamination, misuse, or changes. Compensation The work described under the Scope of Services will be performed on a time-and-expense basis in accordance with the Mead & Hunt Standard Billing Rate Schedule, which is attached and made part of this proposal. The estimate of engineering services for Task 1 is $6,200, and the estimate for engineering services for Task 2 (Optional) is $9,000. Authorization The Scope of Services and Compensation stated in this proposal are valid for a period of thirty (30) days from date of submission. If authorization to proceed is not received during this period, this proposal may be withdrawn or modified by Mead & Hunt. P:131783-00 City of Ukiah Public Works131703 Mendocino Gate LeakagelGrandi Proposal Mendocino Hydro.doc Mr. Mel Grandi December 17, 2010 Page 3 Signatures of authorized representatives of City of Ukiah and Mead & Hunt shall convert this proposal to an Agreement between the two parties, and receipt of one signed copy shall be considered authorization to proceed with the work described in the Scope of Services. All services shall be performed in accordance with the General Terms and Conditions for Engineering, Architectural, or Consulting Services, which is attached and made a part of this proposal. We appreciate the opportunity to submit this proposal to the City of Ukiah. Respectfully submitted, MEAD & HUNT, Inc. ~g ZL Jeffrey Kashiwada, P.E. Attachment Accepted by: CITY OF UKIAH By: Approved by: MEAD & HUIyY By: Name: Title: The above person is authorized to sign for Client and bind the Client to the terms hereof. Date: Name: Eric A. Van Deuren, P.E. Title: Vice President, Water Resources Date: P.131783-00 City of Ukiah Public Works131703 Mendocino Gate LeakagelGrandi Proposal Mendocino Hydro.doc Mead & Hunt, Inc. General Terms and Conditions for Engineering, Architectural, or Consulting Services California 1. Mead & Hunt, Inc. will begin services upon written authorization to proceed. Receipt of a signed contract (the "Contract") will be considered written authorization, which shall be incorporated herein by reference. If the terms or conditions of this agreement conflict with those in the Contract or any other agreement, this agreement shall control. Mead & Hunt, Inc, will bill the Owner monthly, according to the payment method set forth in the Contract, with net payment due in thirty (30) days. The quoted fee will control until it is amended. Past due balances shall be subject to an interest charge at a rate of 1-1/2% per month. In addition, Mead & Hunt, Inc. may, after giving seven (7) days' written notice, suspend service under any agreement until the Owner has paid in full all amounts due for services rendered and expenses incurred, including the interest charge on past due invoices. Quoted fees or rates do not include any applicable state and local sales or use taxes, gross receipts taxes, or value-added taxes. Any such taxes shall be the responsibility of the Owner to pay. The quoted fees and scope of services constitute the best estimate of the fees and tasks required to perform the services as defined. This agreement, upon execution by both parties hereto, may be amended only by written instrument signed by both parties. For those projects involving conceptual or process development service, activities often cannot be fully defined during initial planning. As the project progresses, facts uncovered may reveal a change in direction which may alter the scope. Mead & Hunt, Inc. will promptly inform the Owner in writing of such situations so that changes in this agreement may be made as required. In addition, if the Owner requests significant modifications or changes in the scope of the project, the time of performance of Mead & Hunt, Inc.'s services and the fees shall be adjusted before Mead & Hunt, Inc. undertakes the additional work. The Owner shall be liable for and shall indemnify and hold Mead & Hunt, Inc., harmless for all costs and damages incurred by Mead & Hunt, Inc., for delays caused in whole or in part by the Owner's interference with Mead & Hunt, Inc.'s ability to provide services, including, but not limited to, Owner's failure to provide specified facilities or information or if Mead & Hunt, Inc.'s services are extended by Owner's actions or inactions for more than sixty (60) days. If delays are caused by unpredictable occurrences outside Owner's control, including, without limitation, terrorism, fires, floods, riots, strikes, unavailability of labor or materials, delays or defaults by suppliers of materials or services, process shutdowns, acts of God or the public enemy, or acts or regulations of any governmental agency, then the costs for services and schedule commitments shall be equitably adjusted before Mead & Hunt, Inc., resumes its services. This Section 4 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. 5. Mead & Hunt, Inc. will maintain insurance coverage for: Workers Compensation, General Liability, Automobile Liability, Aviation Liability, and Professional Liability. Mead & Hunt, Inc. will provide information as to specific limits upon written request. If the Owner requires coverages or limits in addition to those in effect as of the date of the agreement, premiums for additional insurance shall be paid by the Owner. 6. The liability of Mead & Hunt, Inc. to the owner for any indemnity commitments or for any damages arising in any way out of performance of this agreement is limited to a period of twelve (12) months from the date of the last bill from Mead & Hunt, Inc. to the OWNER, whether paid or not paid by the OWNER; such liability shall be limited to the amount of the fees paid by the OWNER to Mead & Hunt, Inc. for performance under this agreement. Mead & Hunt, Inc., shall not be liable for any loss due to terrorism. Mead & Hunt, Inc. and the Owner agree that the ultimate liability for mold or mildew regardless of its source, and for the actual, alleged, or threatened discharge, dispersal, release, or escape of pollutants, mycotoxins, spores, smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, buildings, the atmosphere, or body of water shall remain with Owner; and the responsibility and/or liability for any of the foregoing and for the ownership and maintenance of any toxic, hazardous, or asbestos materials relating to the project shall remain with the Owner. Mead & Hunt, Inc. and the Owner acknowledge that Mead & Hunt, Inc.'s professional liability and general liability policies do not apply to claims arising out of the foregoing. Therefore, the Owner agrees not to bring a claim against Mead & Hunt, Inc., relating to the uninsured liability referenced above. Furthermore, to the extent permitted by applicable law, the Owner agrees to indemnify, defend, and hold harmless Mead & Hunt, Inc. for all claims against Mead & Hunt, Inc. arising out of or related in any way to the above stated liability and/or responsibility of the Owner, whether or not such claims arise out of and/or have been caused by the partial negligence of Mead & Hunt, Inc. provided, however, that this Section 7 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. The term "Confidential Information" means information marked or designated by Mead & Hunt, Inc. or Owner as confidential. Confidential Information includes, but is not limited to, ideas, specifications, techniques, models, data, programs, documentation, processes, know-how, and financial and technical information. Owner and Mead & Hunt, Inc, shall not, during the term of this agreement or after the termination of this agreement, for a period of two (2) years disclose any Confidential Information to any person or entity, or use any Confidential Information to any person or entity, or use any Confidential Information for the benefit of Owner or Mead & Hunt, Inc. as the case may be, or any other person or entity, except with the prior written consent of Mead & Hunt, Inc., or Owner, as the case may be, or as required by law. 9. The Owner agrees to clarify and define project requirements and to provide such legal, accounting and insurance counseling services as may be required for the project. 10. Termination of this agreement by the Owner or Mead & Hunt, Inc. shall be effective upon seven (7) days' written notice to the other parry. The written notice shall include the reasons and details for termination. Mead & Hunt, Inc. will prepare a final invoice showing all charges incurred through the date of termination; payment is due as stated in paragraph 2. If the Owner breaches the Contract or any other agreements entered into between Mead & Hunt, Inc. and the Owner or if the Owner fails to carry out any of the duties contained in these terms and conditions, Mead & Hunt, Inc. may, upon seven (7) days' written notice, suspend services without further obligation or liability to the Owner unless, within such seven (7) day period, the Owner remedies such breach to the reasonable satisfaction of Mead & Hunt, Inc. Data and image files, both electronic and hard copy (hereinafter "files") are part of Mead & Hunt, Inc.'s instruments of service and shall not be used for any purpose other than for the described project. Any reuse of files or services pertaining to this project or any other project shall be at Owners sole risk and without liability or legal exposure to Mead & Hunt, Inc. Mead & Hunt, Inc. makes no representation as to compatibility of electronic files with Owner's hardware or software. Differences may exist between these electronic files and corresponding hard-copy documents. Mead & Hunt, Inc. makes no representation regarding the accuracy or completeness of the electronic files provided. In the event that a conflict arises between the signed or sealed hard- copy documents prepared by Mead & Hunt, Inc., and the electronic files, the signed or sealed hard-copy documents shall govem. Because information presented on the electronic files can be modified, unintentionally or otherwise, Mead & Hunt, Inc. reserves the right to remove all indicia of ownership and/or involvement from each electronic display. Under no circumstances shall delivery of the electronic files for reuse be deemed a sale by Mead & Hunt, Inc., and Mead & Hunt, Inc. makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall Mead & Hunt, Inc. be liable for any loss of profit, delayed damages, or any consequential damages as a result of reuse or changes to files or any data therein. To the fullest extent permitted by law, Owner shall indemnify and hold Mead & Hunt, Inc., its employees, and agents harmless against all damages, liability, or costs, including reasonable attomeys' fees, arising out of or resulting from Owner's reuse of electronic files, provided, however that this Section 11 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc, or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. 12. Mead & Hunt, Inc. will provide services in accordance with generally accepted professional practices. Mead & Hunt, Inc. disclaims all warranties and guarantees, express or implied. The parties agree that this is a contract for services and is not subject to any Uniform Commercial Code. Similarly, Mead & Hunt, Inc. will not accept those terms and conditions offered by the Owner in its purchase order, requisition, or notice of authorization to proceed, except as set forth herein or expressly agreed to in writing. Written acknowledgment of receipt, or the actual performance of services subsequent to receipt of such purchase order, requisition, or notice of authorization to proceed is specifically deemed not to constitute acceptance of any terms or conditions contrary to those set forth herein. 13. Mead & Hunt, Inc. intends to serve as the Owner's professional representative for those services as defined in this agreement and to provide advice and consultation to the Owner as a professional. Any opinions of probable project CA M H General Terms Conditions 8-06-09.doc Page 1 of 2 Mead & Hunt, Inc. General Terms and Conditions For Engineering, Architectural, or Consulting Services California costs, reviews and observations, and other decisions made by Mead & Hunt, Inc. for the Owner are rendered on the basis of experience and qualifications and represent the professional judgment of Mead & Hunt, Inc. However, Mead & Hunt, Inc. cannot and does not guarantee that proposals, bids or actual project or construction costs will not vary from the opinion of probable cost prepared by it. Owner shall not bring any claims against Mead & Hunt, Inc. for any claim arising out of or related in any way to project or construction costs. Owner agrees to indemnify and to hold Mead & Hunt, Inc. harmless for any claim arising out of or related in any way to project or construction costs even if such claim arises out of and/or has been caused by the partial negligence of Mead & Hunt, Inc. provided, however, that this Section 13 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. 14. If the Owner is a municipality or state authority or any government authority/agency, the Owner agrees to indemnify and hold harmless Mead & Hunt, Inc. for all claims arising out of or related in any way to acts done by Mead & Hunt, Inc. in the exercise of legislative or quasi-legislative functions. In the event Mead & Hunt, Inc. shall be made a party to any suit or litigation on account of an injury or damage to person, life, or property as a result of such acts done by Mead & Hunt, Inc. in the exercise of legislative or quasi-legislative functions, the Owner shall, at Owner's sole expense, defend such actions on behalf of Mead & Hunt, Inc., including claims and causes of action at common law, arising under any statute, or arising out of any governmental demand or request; and if judgment shall be obtained or claim allowed in any proceedings against Mead & Hunt, inc., the Owner shall pay and satisfy such judgment or claim in full. This Section 14 shall not require the Owner to indemnify Mead & Hunt, Inc. against liability for damages for death or bodily injury to persons, injury to property, or any other loss or expense arising from the sole negligence or willful misconduct of Mead & Hunt, Inc. or Mead & Hunt, Inc.'s agents, servants, or independent contractors who are directly responsible to Mead & Hunt, Inc., or for defects in design furnished by those persons. 15. This agreement shall not be construed as imposing upon or providing to Mead & Hunt, Inc., the responsibility or authority to direct or supervise construction means, methods, techniques, sequence, or procedures of construction selected by the contractors or subcontractors or the safety precautions and programs incident to the work of the contractors or subcontractors. 16. Mead & Hunt, Inc. is not liable, in contract or tort or otherwise, for any special, indirect, consequential, or liquidated damages including specifically, but without limitation, loss of profit or revenue, loss of capital, delay damages, loss of goodwill, claim of third parties, or similar damages. 17. This agreement cannot be changed or terminated orally. No waiver of compliance with any provision or condition hereof should be effective unless agreed in writing duly executed by the waiving party. 18. This agreement shall be construed and interpreted in accordance with the laws of the state of California. No action maybe brought except in the state of California. CA M H General Terms Conditions 8-06-09.doc Page 2 of 2