APPENDIX B TO COMPREHENSIVE AGREEMENT UOSA CONTRACT VSS UOSA VEHICLE SERVICE STATION FORM OF STAGE 2: This Stage 2: Final Design Amendment (Final Design Amendment) is an Amendment to the Comprehensive Agreement ( Agreement ) between the Upper Occoquan Sewage Authority, also known as Upper Occoquan Service Authority ( Owner ) and ( Contractor ) dated. The Agreement and all Contract Documents thereto shall remain in full force and effect except as amended specifically by this Amendment. The Contractor shall perform the engineering and other services described in this Amendment including Exhibits 1 through 4 and including those tasks necessary to complete the Final Design of the Project to a Bid-Ready level. Contractor agrees to furnish at its own cost and expense all Services, documents, equipment, labor, and appurtenances under this Amendment required by the Contract Documents to achieve Final Completion of the Final Design for the compensation as stated herein. The DB GENERAL CONDITIONS are amended in accordance with Exhibit 4. ARTICLE 1 - SCOPE OF SERVICES ARTICLE 1 of the Agreement is amended to include the following: K. Final Design Upon written Notice to Proceed from the Owner, the Contractor shall: 1. Prepare Final Drawings and Final Specifications for acceptance by the Owner, indicating the scope, extent, and character of the Construction Work to be performed and furnished by the Constructor. Specifications shall conform to the 16-division format of the Construction Specifications Institute. Unless otherwise approved in writing by the Owner, the Final Drawings and the Final Specifications shall be in conformance UOSA CONTRACT VSS 1 AUGUST 2014
with the GMP Drawings set forth in Exhibit 1 attached hereto and the GMP Specifications set forth in Exhibit 2 attached hereto. 2. The Contractor shall make no change to the GMP Drawings, the GMP Specifications, the Final Drawings, or the Final Specifications, without written approval by the Owner. a. The Contractor may propose changes to the GMP Drawings, the GMP Specifications, the Final Drawings or the Final Specifications for consideration by the Owner and the Bridging Consultant. b. If requested by the Owner, the Contractor shall provide detailed estimates of the impact of any such design change on the Cost of the Final Design and/or the Construction Work, the Contract Times for the Final Design and/or for the Construction Work, and performance of the Project. c. If changes to the GMP Drawings, GMP Specifications or the Construction Work are required due to permitting or other governmental review and approvals, changes in applicable laws or regulations after the Final Design Amendment is signed by the parties, or other circumstances or occurrences identified in the Contract Documents, the Contractor shall submit such proposed change to the Owner and the Bridging Consultant, and the Owner shall either authorize such change as proposed or request the Contractor to propose an alternate change for the Owner s review. The additional costs and time, if any, incurred by the Contractor for making such changes shall be subject to the Changes, Notice of Claim, and claims submission procedures set forth in the DB General Conditions. d. The Owner at any time may require the Contractor to change the GMP Drawings, GMP Specifications, Final Drawings or Final Specifications. Any claim by the Contractor for additional compensation or an extension of time arising from or related to such change shall be governed by the provisions of the DB General Conditions regarding changes, delays, and disputes and claims. Provided further, if the change is made necessary by error or omission on the part of the Contractor, or by failure of the Contractor to comply with applicable law or regulation in effect at the time the Final Design Amendment is signed, all cost and time associated with such change shall be borne by the Contractor. A change in law or regulation adopted before the applicable Amendment is signed but not scheduled to go into effect until after the Amendment is signed shall be deemed for purposes of this provision to have been in effect on the date the Amendment is signed. 3. The Owner either will accept the Final Drawings and Final Specifications, or provide to the Contractor reasons for denying acceptance, within 30 days following receipt of the proposed final documents. Any inconsistency with or nonconformity to the GMP Drawings or the GMP Specifications shall be clearly shown in any such submittal to the Owner. Acceptance by the Owner of the Final Drawings and Final Specifications as prepared by the Contractor shall not create any warranty by the Owner of the adequacy thereof, and shall not relieve the Contractor of its responsibility for errors or omissions in the documents or for failure to comply strictly with the requirements of the Contract Documents. UOSA CONTRACT VSS 2 AUGUST 2014
4. Provide technical criteria, written descriptions, and design data for the Owner s use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project; assist the Owner in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities. 5. Prepare an estimate of the probable cost of construction of the Project ( Probable Construction Cost ) based on the Final Design and advise the Owner of any reasonably foreseeable adjustments to such Probable Construction Cost with identification of the circumstances which may cause such adjustments to become effective. 6. The Contractor and its Design Professional shall periodically meet with the Owner and the Bridging Consultant to review the progress of the preparation of the Final Drawings and the Final Specifications and to obtain the input of the Owner and the Bridging Consultant and to obtain the written approval of the Owner of the Final Drawings and Final Specifications. L. Perform or provide additional Final Design Phase services or deliverables as may be directed by the Owner. ARTICLE 2 - COMPENSATION ARTICLE 2 of the Agreement is amended to include the following: H. In consideration of the performance of the Final Design Services as set forth in the Contract Documents, the Owner agrees to pay under a Cost-Reimbursable method with the not-toexceed compensation levels set forth in Table 2.0 below for the Basic Services and as negotiated for each individual Additional Service, if any. Cost Reimbursable compensation shall be in the amount of the Contractor s raw salary cost, multiplied by a factor of [ insert factor ] for services provided by Contractor employees. Payment for the prior approved services of special consultants performed or furnished pursuant to this Amendment shall be the amount billed to the Contractor therefore times a factor of [ insert factor ]. The factors applied pursuant to this Article 2 shall include and cover all profit and overhead, including payroll related taxes, payments, premiums, and benefits. I. Direct Reimbursable Expenses shall be reimbursed in connection with all tasks as authorized by the Owner subject to the not-to-exceed amounts set forth in Table 2.0 below for the Basic Services and as negotiated for each individual Additional Service, if any. Direct Reimbursable Expenses are costs other than salary costs incurred specifically for the Final Design Services and do not include those incidental to the normal conduct of business. Direct Reimbursable Expenses include authorized travel and subsistence (which shall be limited to common carrier, coach class, and reasonable per diem authorized in advance by the Owner), ground transportation, laboratory fees, outside computer charges, reproduction expenses, special courier costs, overnight delivery costs, mailing costs and other miscellaneous direct costs incurred specifically for the Project. UOSA CONTRACT VSS 3 AUGUST 2014
Table 2.0 for the Basic Services Not-to-Exceed Amounts for Final Design Services Task I. Final Design II. Bidding III. Additional Services Compensation Limit J. In the event that the Construction Work designed or specified by the Contractor is to be performed or furnished under more than one prime contract, or if the Contractor s Services are to be separately sequenced with the work of one or more Constructors (such as in the case of fast-tracking), the Owner and the Contractor shall, prior to commencement of the Final Design Phase, develop a schedule for performance of the Contractor s Services during the Final Design, in order to sequence and coordinate properly such Services as are applicable to the construction work under such separate prime contracts. ARTICLE 3 SCHEDULE ARTICLE 3 of the Agreement is amended by adding the following: 1. Substantial Completion and Liquidated Damages: f. Substantial Completion or the state of being Substantially Complete of this Final Design Amendment shall be deemed to have been achieved when the Contractor has achieved the Owner s acceptance of the Final Drawings and the Final Specifications, and all other deliverables required prior to solicitation of bids have been accepted by the Owner. g. The Contractor shall achieve Substantial Completion of all Work required under this Final Design Amendment within [ insert days ] days following written Notice to Proceed issued by the Owner to the Contractor of this Stage 2-Final Design Amendment, which shall be deemed the Contract Time for this Amendment. h. In the event the Contractor fails to achieve Substantial Completion of the Design Stage of this Amendment within the Contract Time, as may be adjusted, the Owner shall commence the assessment of, and shall deduct from amounts otherwise payable to the Contractor, Liquidated Damages at a rate of $[ insert dollars ] per day on the date Substantial Completion was required and shall continue to assess and deduct from amounts otherwise payable to the Contractor such Liquidated Damages until Substantial Completion has been achieved. In the event the amount assessed for Liquidated Damages exceeds the amount otherwise payable to the Contractor, the Contractor shall pay to the Owner such Liquidated Damages within ten (10) days following issuance by the Owner of the amount due. UOSA CONTRACT VSS 4 AUGUST 2014
WITNESS the following signatures and seals: UPPER OCCOQUAN SERVICE AUTHORITY BY: Charles P. Boepple, Executive Director Date: CONTRACTOR: BY: Name Printed: Title: Date: #1175615v1 08847/99836 UOSA CONTRACT VSS 5 AUGUST 2014
Exhibit 1 to Final Design Amendment GMP DRAWINGS [insert drawings from Stage 1] UOSA CONTRACT VSS 6 AUGUST 2014
Exhibit 2 to Final Design Amendment GMP SPECIFICATIONS [insert Specifications from Stage 1] UOSA CONTRACT VSS 7 AUGUST 2014
Exhibit 3 to Final Design Amendment DIVISION 01 SPECIFICATIONS [insert Division 01 Specifications] UOSA CONTRACT VSS 8 AUGUST 2014
Exhibit 4 to Final Design Amendment CHANGES TO THE DB GENERAL CONDITIONS The DB General Conditions shall be applicable to this Final Design Amendment except as modified below: DB General Condition 48: DB General Condition 56: A. B. C. Delete the second sentence. D. Delete all but the first sentence. DB General Condition 59: A. B. DB General Condition 61: DB General Condition 71: DB General Condition 72: A. DB General Condition 73: DB General Condition 76: A. Delete B. Delete D. Delete UOSA CONTRACT VSS 9 AUGUST 2014
DB General Condition 78: DB General Condition 79: DB General Condition 80: A. B. Delete C. Delete the following text of the paragraph: provided by the Contractor for installation in the Project... D.1. Delete the paragraph in its entirety and replace with: To ensure standardization and uniformity in all parts of the Work, like items of Equipment specified, designated or described in the Plans or the Specifications shall be the products of one Manufacturer. Like items of materials specified, designated or described in the Plans or the Specifications shall be the products of one Manufacturer unless otherwise approved in writing by the Owner. DB General Condition 81: DB General Condition 82: DB General Condition 83: DB General Condition 84: DB General Condition 86: DB General Condition 87: DB General Condition 89: B. Delete C. UOSA CONTRACT VSS 10 AUGUST 2014
DB General Condition 91: DB General Condition 92: DB General Condition 93: B. Delete all references to Surety. B.1.c. Delete second and third sentences. B.2. C. D. DB General Condition 97: C. DB General Condition 98: DB General Condition 101: DB General Condition 103: DB General Condition 105: DB General Condition 106: DB General Condition 107: DB General Condition 109: This revised DB General Condition 109 is to be applicable in the event the Owner directs assignment to it of the Services Contract of the Design Professional. If the Contractor remains responsible for the Final Design without assignment to the Owner of the Services UOSA CONTRACT VSS 11 AUGUST 2014
Contract of the Design Professional, DB General Condition 109 as it appears in the DB General Conditions shall remain in effect. Delete 109 and replace with the following. A. GENERAL 1. Compensation for Services provided under this Agreement shall be provided under a Cost-Reimbursable method. Cost Reimbursable compensation shall be in the amount of the Contractor s raw salary cost, multiplied by a not to exceed factor of [ insert number ] for services provided by Design Professional s employees. Payment for prior approved services of special consultants or Subcontractors performed or furnished pursuant to this Agreement shall be the amount billed to the Contractor therefore times a factor of [ insert number ]. Costs are to include and cover all overhead, including payroll related taxes, payments, premiums, and benefits. 2. Direct Reimbursable Expenses shall be reimbursed in connection with all tasks as authorized by the Owner. Direct Reimbursable Expenses are costs other than salary costs incurred specifically for the assigned Work and do not include those incidental to the normal conduct of business. Direct Reimbursable Expenses include, but are not limited to authorized travel and subsistence (which shall be limited to common carrier, coach class, and reasonable per diem authorized in advance by the Owner), ground transportation, laboratory fees, outside computer charges, reproduction expenses, special courier costs, overnight delivery costs, mailing costs and other miscellaneous direct costs incurred specifically for the project. 3. Labor and Expenses, which are considered part of overhead and not reimbursable, included but are not limited to general accounting labor, vacations, sick leave, holidays, payroll taxes, insurance and pension plans, computer time, facsimile, internet, and general communications expenses. B. APPLICATION FOR PAYMENT 1. Services and direct expenses for this Task Order shall be invoiced pursuant to the Agreement. 2. During the performance of the Work, the Design Professional shall prepare and submit to the Owner each month an invoice in an acceptable form describing the Work performed in the preceding month, the hours expended, billable costs, and the itemized direct expenses incurred (the Invoice ). 3. The Invoice shall be submitted in duplicate and shall include the Agreement number, a Purchase Order number, and the Design Professional s Federal Employers Identification Number. UOSA CONTRACT VSS 12 AUGUST 2014
4. The Owner will pay approved Invoices within forty-five (45) days after its receipt. 5. The Owner may withhold such amounts otherwise due the Design Professional as may be necessary, in the opinion of the UOSA Project Manager, to protect UOSA against loss or damage due to: a. Defective Work. b. Third party claims filed or reasonable evidence indicating probable filing of such claims as a result, in whole or in part, of the Work. c. Failure of the Design Professional to make payments properly to its special consultants or subcontractors. d. Persistent failure of the Design Professional to carry out the Work in accordance with the Agreement. e. Liability, damage, loss or injury to persons caused by the act or neglect of the Design Professional or any of its special consultants or subcontractors in connection with the Work. f. Damage to UOSA or to another contractor as a result, in whole or in part, of the Work. g. Breach by the Design Professional of any material term or provision of this Agreement. 6. In the event amounts are withheld hereunder, the Design Professional may contest such withholding by notifying the Owner in writing within ten (10) days after the date of notice to the Design Professional of the withholding or of payment to the Design Professional in an amount reflecting a withholding hereunder, and at the same time the Design Professional shall provide the Owner with all information that supports the Design Professional s claim of entitlement to full payment hereunder. The Owner shall render a decision regarding the withholding of amounts to protect UOSA against loss due to any one or more of the items identified in paragraphs a through g above within thirty (30) days after his receipt of this notice from the Design Professional. Strict compliance with the foregoing requirements by the Design Professional shall be a condition precedent to any right to timely contest such payment withholdings. 7. In the event that the Design Professional believes it is entitled to any additional compensation for any reason, any such claim shall be controlled by the provisions of DB General Conditions, Article 110, DISPUTES AND CLAIMS. UOSA CONTRACT VSS 13 AUGUST 2014