1-Attachment No. 1 - REQ-0009198 - GLWA Engineering Design Services Contract Rev 4-1-2026.pdf

Rev. 4-1-2026 PMP

ENGINEERING DESIGN SERVICES CONTRACT

BETWEEN

GREAT LAKES WATER AUTHORITY, A MICHIGAN MUNICIPAL AUTHORITY

AND

ENTER CONSULTANT COMPANY NAME

REQUISITION NO. 0009198

SCN-_______________________

SITE IMPROVEMENTS AT ST. AUBIN, BELLE ISLE, AND BABY CREEK CSO

FACILITIES

TABLE OF CONTENTS

ENGINEERING DESIGN SERVICES CONTRACT

Article I: Employment of Consultant Article III: The Contract Documents Article IV: Commencement and Completion Article V: Contract Price; Terms of Payment Article VI: Notices Article VII: Insurance Article VIII: Miscellaneous Provisions EXHIBIT A: Project Details and Scope of Services EXHIBIT B: Contract Documents EXHIBIT C: General Conditions

Article 1: General Provisions

1.1 Definitions

1.2 Relationship of the Parties

Article 2: Owner General Provisions

2.1 General Provisions

Article 3: Information and Assistance Required of Owner Article 4: Consultant Obligations

4.1 General

4.2 Design Phases; Obligations

4.3 Deliverable Review

4.4 Ownership of Documents

4.5 Coordination

4.6 Indemnification

4.7 Royalties and Patents

4.8 Use of Small Unmanned Aircraft Systems

Article 5: Subcontractors

5.1 No Contractual Relationship

5.2 Award of Subcontracts and Other Contracts for Portions of the Services

5.3 Subcontractor Relations

Article 6: Services by Owner or Third Parties

6.1 Owner’s Right to Perform the Services and to Award Separate Contracts

Article 7: Non-Discrimination Article 8: Time

8.1 Suspension by Owner

8.2 Delays and Extensions of Time

8.3 Acceleration of Performance

Article 9: Invoices, Payments and Completion

9.1 Invoices; Final Payment

9.2 Payments Withheld

Article 10: Costing Basis

10.1 Hourly Rates

10.2 Lump Sum Services

Article 11: Changes in the Services

11.1 General

11.2 Processing Changes in the Services

11.3 Changes for an Owner Act, Error, or Omission

11.4 Allowances

Article 12: Termination

12.1 Termination

12.2 Termination for Cause

12.3 Termination for Convenience

12.4 Obligations Upon Termination

Article 13: Audit

13.1 Owner’s Access to Consultant’s Records

Article 14: Conflict of Interest Article 15: Confidential Information Article 16: Claims

16.1 Claims

16.2 Injury or Damage to Person or Property

16.3 Submittal of Claims; Resolution

EXHIBIT D: Costing Summary and Payment Terms EXHIBIT E: Notice Addresses and Designation of Representatives EXHIBIT F: Insurance EXHIBIT G: Glossary EXHIBIT H: Supplemental General Conditions

GREAT LAKES WATER AUTHORITY

ENGINEERING DESIGN SERVICES CONTRACT

This Engineering Services Contract, requisition no. 0009198 (“Contract”) is made by and between the Great Lakes Water Authority (“Owner”), and Enter Consultant Name, with its principal place of business located at Enter Consultant Address (“Consultant”). Collectively, Owner and Consultant are the “Parties” and individually a “Party”.

Recitals

A. Owner desires to engage Consultant for the purpose of securing from Consultant certain engineering design services (“Services”) as set forth in the Contract Documents; and

B. Consultant is willing and able to perform the Services in accordance with the

Contract Documents; and

Accordingly, in consideration of the promises, the mutual undertakings, and benefits to accrue to the Parties and to the public, the Parties agree as follows:

Article I: Employment of Consultant

1.01 Owner engages Consultant to perform the Services relating to the Project, as the same are described in Exhibit A, Project Details and Scope of Services, and in accordance with the terms and conditions contained in the Contract Documents, which are set forth in Exhibit B, Contract Documents, as administered and directed by Owner, and as may be, if applicable, as set forth in Exhibit H, Supplemental General Conditions. The Contract Documents include, without limitation, Exhibit C, General Conditions.

1.02 Consultant shall comply with and shall require its employees, Subcontractors, and Sub-

Subcontractors to comply with (i) all health, safety, and security policies and procedures in effect at any Owner-owned or operated facility, (ii) any Owner-requested background checks, and (iii) Owner’s security clearance requirements.

1.03 Consultant’s daily working hours while working in or about an Owner-owned or operated facility shall be the same as those worked by Owner employees working in that facility, unless otherwise directed by Owner.

Article II: Contracting Officer

2.01 The Contracting Officer shall be the CPO or, if designated by the CPO, the Owner Project

Manager, as set forth in Exhibit E, Notice of Addresses and Designation of Representatives.

Article III: The Contract Documents

3.01 The Contract Documents shall be as set forth in Exhibit B.

Article IV: Commencement and Completion

4.01 The Services shall be started by the date specified in the Notice to Proceed and shall be completed within the Contract Time specified in Exhibit A.

Article V: Contract Price; Terms of Payment

5.01 Subject to Consultant’s performance of its obligations under the Contract Documents, Owner agrees to pay Consultant the Contract Price stated in Exhibit D, Costing Summary and Terms of Payment.

Article VI: Notices

6.01 “Notice of Termination for Cause”, “Notice of Termination for Convenience”, and “Notice to Proceed” shall be given in writing, mailed by postage prepaid, signed by the CPO and addressed to Consultant as set forth in Exhibit E.

6.02 Either Party may change its postal address and/or e-mail address at any time by giving notice of the address change to the other Party.

6.03 “Notice of Change of Address” shall be in writing, mailed by postage prepaid, signed by the authorized representative of the Party, and addressed as set forth in Exhibit E.

6.04 All other notices, consents, approvals, requests, and other communications required or permitted under the Contract Documents, including change of e-mail address, may be given by a Party by e-mail at the e-mail addresses set forth in Exhibit E.

6.05 Notices shall be deemed given on the day of mailing or e-mailing.

6.06 Any notice given in the manner specified in this Article shall be sufficient and Consultant waives all claims relative to the sufficiency of such notice.

Article VII: Insurance

7.01 Consultant shall provide and include in its pricing the insurance required in Exhibit F, Insurance. Consultant shall fully comply with the terms and conditions of Exhibit F at no additional cost to Owner.

Article VIII: Miscellaneous Provisions

8.01 No part of the Contract Documents may be waived except by written agreement of the

Parties. Forbearance in any form from demanding performance is not a waiver of performance. Until complete performance under the Contract Documents, the Party owed performance may invoke any remedy thereunder or under law, despite its past forbearance.

8.02 If any provision of the Contract Documents, or their application to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of the Contract Documents shall not be affected and shall remain valid and enforceable to the fullest extent permitted by law.

8.03 The Contract Documents contain the entire agreement between the Parties and all prior negotiations and agreements are thereby merged. Neither Owner nor its agents have made any representations except those expressly set forth in the Contract Documents, and no rights or remedies are, or shall be, acquired by Consultant by implication or otherwise unless expressly set forth therein.

8.04 Unless the context otherwise expressly requires, (i) the words "herein", "hereof" and

"hereunder" and other words of similar import refer to the Contract Documents as a whole and not to any particular section or subdivision; and (ii) as used in the Contract Documents, the singular shall include the plural, and the plural shall include the singular.

8.05 The headings of the sections of the Contract Documents are for convenience only and shall not be used to construe or interpret the scope or intent of the Contract Documents or in any way affect the same.

8.06 The Contract Documents and all actions arising thereunder shall be governed by, subject to, and construed according to the laws of the State of Michigan. Consultant shall submit to the personal jurisdiction of any competent court in Wayne County, Michigan, for any action arising out of the Contract Documents. Service of process at the address and in the manner specified in Article VI, “Notices”, shall be sufficient to put Consultant on notice and waives all claims relative to such notice. Consultant shall not commence any action against Owner because of any matter whatsoever arising out of or relating to the validity, construction, interpretation, and enforcement of the Contract Documents, in any courts other than those in Wayne County, Michigan, unless original jurisdiction can be had in the United States District Court, Eastern District, Southern Division, the Michigan Court of Appeals, or the Michigan Supreme Court. The terms of this Section shall survive the expiration or termination of this Contract.

8.07 If any Subcontractor shall take any action which, if done by a Party, would constitute a breach of the Contract Documents, the same shall be deemed a breach by Consultant with right legal effect. The terms of this Section shall survive the expiration or termination of this Contract.

8.08 This is not an exclusive service contract and, during the term hereof, Owner may contract with other consulting firms and contractors. Consultant is free to render the same or similar services to other clients, provided however, that Consultant’s obligations to Owner contained in the Contract Documents shall not be affected in any manner.

8.09 Consultant warrants that all prices, terms, warranties, and benefits granted to Owner are comparable to or better than the equivalent terms presently being offered by Consultant to any other customer for the performance of the Services.

8.10 Consultant covenants that it is not and shall not become in arrears to Owner upon any contract, debt, or other obligations to Owner. Consultant shall include this provision in any Subcontracts.

8.11 The Contract Documents shall not be construed to create any rights in any third party.

8.12 This Contract may be executed in any number of originals, any one of which shall be deemed an accurate representation of this Contract. Promptly after the execution of this Contract, Owner shall provide a copy to Consultant.

8.13 The rights and benefits under the Contract Documents shall inure to Owner and its agents, successors, and assigns.

8.14 Unless explicitly stated otherwise, the rights and remedies of Owner set forth in the

Contract Documents are not exclusive and are in addition to any of the rights and remedies provided by law or equity.

8.15 Consultant waives any defense it may have to the validity of the execution of the Contract

Documents.

8.16 Owner shall have the right to recover by setoff from any payment owed to Consultant any amounts owed to Owner by Consultant under the Contract Documents or other contracts, and any other debt owed to Owner by Consultant.

8.17 No term or condition of the Contract Documents shall be construed to abrogate the governmental immunity granted to Owner by law.

8.18 Consultant shall not make an assignment of all or any part of the Contract Documents, nor any Services thereunder, nor any payments due or to become due thereunder, without first obtaining written consent from Owner, which consent may be withheld in Owner’s sole and absolute discretion.

8.19 Owner shall be permitted to make an assignment of the Contract Documents to any successor in interest without the prior consent of Consultant. As soon as practicable thereafter, Owner shall provide written notice to Consultant of the assignment.

8.20 Nothing contained in the Contract Documents shall be construed as to create a relationship of employment, principal and agent, or joint venture between Owner and Consultant.

Consultant is an independent contractor with respect to the Services to be performed under the Contract Documents.

8.21 Consultant represents and warrants that this Contract has been duly authorized and executed by an individual authorized to bind Consultant to its terms and conditions in accordance with Consultant’s requirements and procedures and constitutes a legal, valid, and binding obligation of Consultant.

8.22 For purpose of the hold harmless and indemnity provisions contained in the Contract

Documents, the term “Owner” shall be deemed to include the Great Lakes Water Authority and all other associated, affiliated, allied or subsidiary entities or commissions, now existing or subsequently created, and their officers, agents, representatives and employees.

The terms of this Section shall survive the expiration or termination of this Contract.

8.23 Capitalized terms in the Contract Documents shall have the meanings defined throughout the Contract and as ascribed in Exhibit G, Glossary.

8.24 Consultant’s design shall consider equipment and product selection with preference given to “Energy Star” rated equipment and product when possible. All proposed equipment/product choices must be reviewed by Owner’s energy manager for approval only as to the sufficiency of the “Energy Star” rating and/or other applicable energy efficiency ratings; Owner assumes no responsibility for the adequacy, capability or appropriateness of the equipment/product selected by Consultant as it relates to successful completion of the Services.

8.25 Consultant shall be subject to Owner’s “Vendor Performance Assessment”, and the results thereof may impact its future engagements with Owner.

8.26 When the Services require adherence to Owner’s Business Inclusion and Diversity (B.I.D.)

Program as set forth in the Procurement Policy, Consultant shall use its best efforts to ensure compliance with Consultant’s “Diversity Plan”, as finalized and approved by Owner upon execution of this Contract. Owner may monitor and assess Consultant’s compliance with Consultant’s “Diversity Plan” during the term of this Contract.

8.27 Owner shall not be bound by “Unauthorized Acts” in any dealings with Consultant. For purposes of this Section, Unauthorized Acts means any acts by Owner’s employees, agents, or representatives that are not permitted by the Contract Documents.

(Signatures appear on the next page)

Accordingly, Owner and Consultant, by and through their duly authorized officers and representatives, have executed this Contract as of the dates of their respective signatures below.

Enter Consultant Name, Consultant:

By:

Signature

Print Name

Its:

Title

Dated: ____________________________________

Great Lakes Water Authority, Owner:

By:

Choose an item.

Its: Enter title

APPROVED AS TO FORM BY

GLWA GENERAL COUNSEL: ___________________________________

Signature/Date

APPROVED BY GLWA

BOARD OF DIRECTORS: ☒ TBD

EXHIBIT A

PROJECT DETAILS AND SCOPE OF SERVICES

The Project: Site Improvements at St. Aubin, Belle Isle, and Baby Creek CSO Facilities

The Services: The Services consist of the following items and as fully described in the Contract Documents.

Task A – Project Management Task B – Study Phase Task C – 30% Design Task D – 60% Design Task E – 90% Design Task F – Permitting Task G – Final Bid Documents Task H – Bidding and Negotiation Services Task I– Construction Management and Resident Project Representation Task J – Asset Management Services Task K– Document Turnover Task L – Systems Operation and Maintenance and Training

This Exhibit A will be updated with the full scope of Services upon completion of negotiations with the successful proposer and prior to Contract execution.

The scope of Services can be found in Attachment No. 3 of the solicitation.

Contract Time: 1,390 Days from the start date specified in the Notice to Proceed.

Key Personnel and Approved Subcontractors:

[INSERT KEY PERSONNEL LIST]

[INSERT APPROVED SUBCONTRACTORS LIST]

(End of Exhibit A)

EXHIBIT B

CONTRACT DOCUMENTS

I. The Contract Documents. The Contract Documents shall consist of the documents explicitly stated in this Exhibit B.

a. This Contract, including:

1. Exhibit A: Project Details and Scope of Services

2. Exhibit B: Contract Documents

3. Exhibit C: General Conditions

4. Exhibit D: Costing Summary and Payment Terms

5. Exhibit E: Notice of Addresses and Designation of Representatives

6. Exhibit F: Insurance

7. Exhibit G: Glossary

8. Exhibit H: Supplemental General Conditions, if applicable

b. Notice to Proceed and Contracting Officer’s Designated Representatives; and

c. Task Adjustments and Change Orders.

II. Interpretation. The Contract Documents are intended to permit the Parties to complete the Services and all obligations required by the Contract Documents within the Contract Time for the Contract Price. The Contract Documents are intended to constitute a single agreement, to be complementary and interpreted in harmony to avoid conflict, with its words and phrases interpreted in a manner consistent with design industry standards using common sense interpretations. In the event of any inconsistency, conflict, or ambiguity between or among the Contract Documents, the Contract Documents shall be construed according to the following priority:

Highest Priority: Task Adjustments and Change Orders Second Priority: Exhibit H, Supplemental General Conditions, if and as applicable Third Priority The Contract, excepting Exhibit C and H

Fourth Priority: Exhibit C, General Conditions

(End Exhibit B)

EXHIBIT C

GENERAL CONDITIONS

Article 1: General Provisions

1.1 Definitions

Unless the context expressly requires otherwise, defined terms used herein shall have the meanings set forth in Exhibit G, Glossary.

1.2 Relationship of the Parties

1.2.1 Consultant shall furnish the Services set forth in the Contract Documents and shall complete the Project consistent with the interests of Owner. Consultant shall be responsible for performing and coordinating the total design of the Project, including the coordination of all professional design and engineering work used or incorporated therein. Consultant shall ensure performance of all Services necessary to obtain completion of the Project within the Contract Time for the Contract Price.

1.2.2 Consultant warrants and assumes full responsibility and liability with respect to the design of the Project and completion of all Services in accordance with the standard of care set forth in Article 4.1.2 and the requirements of the Contract Documents. The terms of this Section shall survive the expiration or termination of this Contract.

1.2.3 Consultant represents that (i) it is financially solvent; (ii) it is qualified to conduct business in the State of Michigan; (iii) it has all required licenses and permits necessary in connection with performance by Consultant hereunder (all such licenses and permits shall be at Consultant’s sole cost and expense); (iv) it has the expertise and authority to perform its obligations under the Contract Documents; (v) it has inspected the Project site and familiarized itself with the local conditions (including all physical conditions, local codes, laws and applicable regulations) under which the Services are to be performed; (vi) it is familiar with all applicable federal, state, and local laws, ordinances and regulations which may, in any way, affect the Project and the Services, or those employed therein; and (vii) the Contract Price is the agreed amount for all the Services, including all risks, hazards, and difficulties in connection therewith assumed by Consultant under the Contract Documents. Consultant shall ensure that the foregoing representations are included in any Subcontract.

Article 2: Owner General Provisions

2.1 General Provisions

2.1.1 The Contracting Officer, CPO, and Owner Project Manager have the authority to act on behalf of Owner only to the extent provided in the Contract Documents.

2.1.2 Owner shall render decisions in a timely manner pertaining to documents submitted by Consultant to avoid unreasonable delay in the orderly and sequential progress of the Services.

Owner may obtain independent review of the documents by a separate architect, engineer, or cost estimator under contract to or employed by Owner. Such independent review shall be undertaken at Owner’s expense.

2.1.3 Owner will assist Consultant as necessary in preparing Task Adjustments and Change Orders.

2.1.4 During the performance of the Services, based on Owner observations and on evaluations of the Invoice, Owner shall issue payment in such amounts as determined by Owner.

2.1.5 In the event of death, resignation, refusal, or inability to act of the Contracting Officer’s designee, the CPO may designate and substitute another representative as the Contracting Officer. Such designation shall be in writing and shall be effective when delivered to Consultant.

2.1.6 Owner shall not be estopped, bound, or precluded by any determination, decision, approval, order, letter, payment or certificate made or given by the Contracting Officer or any other officer, employee, servant or agent of Owner, at any time, either before or after completion and acceptance of the Services and payment therefore, from (i) showing the true and correct amount, classification, quality, and character of the Services completed by Consultant or any other person or entity performing the Services, or from showing at any time that any determination, decision, approval, order, letter, payment, or certificate is untrue and incorrect, or improperly made in any particular, or that any part of the Services, do not in fact conform to the Contract Documents;

or (ii) demanding the recovery of any overpayments made to Consultant, or such damages as Owner may sustain by reason of Consultant’s failure to strictly perform each and every term, provision or condition of the Contract Documents. The terms of this Section shall survive the expiration or termination of this Contract.

2.1.7 Owner may initiate, utilize, and maintain a project management information system (PMIS) during the Contract Time. Upon written notification, Consultant shall begin using Owner’s PMIS in accordance with the terms of the notice. Thereafter, regardless of whether Consultant maintains its own PMIS, it shall conduct all obligations of the Contract Documents within Owner’s PMIS and ensure any existing Project documents and information are replicated and loaded to Owner’s PMIS.

Article 3: Information and Assistance Required of Owner

Upon Consultant’s written request, information or assistance under Owner’s control shall be furnished by Owner with reasonable promptness to avoid delay in the orderly progress of the Services. The furnishing of such information or assistance by Owner shall not relieve Consultant from its responsibilities under the Contract Documents. Consultant is not entitled to rely on any of the documents or information provided by Owner, except to the extent expressly provided otherwise in the Contract Documents. Owner does not represent or warrant that the information contained in the reference documents provided to Consultant is either complete or accurate.

Article 4: Consultant Obligations

4.1 General

4.1.1 Consultant’s general obligation is to design the Project. Consultant shall deliver the Project in phases, based on the applicable completion milestones set forth in the Schedule, within the Contract Time and for the Contract Price.

4.1.2 The standard of care for all professional engineering and related work performed or furnished by Consultant under the Contract Documents shall be the care and skill ordinarily used by engineering professionals utilizing professional engineering principles generally accepted as standards of the industry for projects of similar technology, size, scope, and complexity at the time and in the locale where the design Services are furnished, which locale shall be Detroit, Michigan. Consultant shall prosecute the Services in accordance with applicable laws, rules, regulations, codes and ordinances and the criteria of performance, reliability and availability set forth in the Contract Documents.

4.1.3 Notwithstanding the existence of any dispute, Consultant shall always (i) perform the Services in a diligent manner and without delay; (ii) abide by the decisions or orders of Owner;

and (iii) comply with all applicable provisions of the Contract Documents. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all Services furnished by Consultant and its Subcontractors under the Contract Documents. Consultant shall, without additional compensation, promptly correct or revise any errors or deficiencies in its completed Services.

4.1.4 Consultant shall provide a Consultant Project Manager approved by Owner who shall, on behalf of Consultant, (i) have full responsibility for the prosecution of the Services; (ii) act as an agent and be a single point of contact in all matters; and (iii) be available to execute instructions from Owner including, without limitation, preparing the necessary documentation in connection with Task Adjustments and Change Orders.

4.1.5 Consultant shall be responsible to, and indemnify and hold harmless Owner for the negligent acts, errors, and omissions of Consultant’s employees. Consultant shall be as fully responsible to Owner for the negligent acts, errors, and omissions of its Subcontractors, its agents, and persons directly or indirectly employed by it, and any other persons performing any of the Services as it is for the negligent acts, errors, and omissions of persons directly employed by Consultant. The terms of this Section 4.1.5 shall survive the expiration or termination of this Contract.

4.1.6 Consultant shall not be relieved from its obligations to perform the Services in accordance with the Contract Documents either by the activities or duties of Owner or by inspections, tests or approvals required or performed by persons other than Consultant. No inspection performed or failed to be performed by Owner shall be a waiver of any of Consultant’s obligations or be construed as an approval or acceptance of the Services.

4.1.7 At the request of Owner, Consultant shall attend, make presentations, and participate in Project meetings and other Project-relevant community and public meetings and provide materials describing the Services rendered or that will be rendered by Consultant, and their current progress, when such material is required or appropriate.

4.1.8 Consultant acknowledges the importance of Owner’s confidence in Consultant Project Manager, its key personnel and its respective principals, and the substantial continuity of key personnel’s participation in the Services. This Contract has been entered into on the representation that Consultant will use reasonable efforts to maintain substantially for the Contract Time the individuals, firm affiliations, and their respective assignments and responsibilities as set forth herein. No substitution or replacement of individuals or change in status (e.g., firm affiliation, assignment, or responsibilities) of the entities and individuals listed herein shall be made by Consultant without the prior written approval of Owner, which approval shall not be unreasonably withheld, except when necessitated by causes beyond Consultant’s reasonable control. Nothing in this Section, however, shall be deemed to require Consultant to agree to any change in the terms of employment or engagement of any individual or entity to retain that individual’s or entity’s services. Owner shall have the right in any event to approve any substitution or replacement or change in status for the entities or persons listed herein, which approval shall not be unreasonably withheld. Upon request, Consultant shall consult with Owner to resolve any situation in which Consultant’s Project manager, employee, Subconsultant, or any principal or employee thereof is failing to perform to an adequate professional and/or technical standard.

4.2 Design Phases; Obligations

4.2.1 Consultant shall deliver the Services in phases customary to the Services and as stated in the Contract Documents. Where Consultant is delivering design Services, these phases may include, but are not limited to, preliminary design, final design, bidding, and construction phases. For all other Services, phases shall be as determined by Owner to successfully deliver the Services.

4.2.2 Consultant shall review the Services to ascertain the requirements thereof and shall review its understanding of such requirements with Owner.

4.2.3 Consultant shall review with Owner alternative approaches to prosecution of the Services, as applicable.

4.2.4 Consultant shall prepare, for approval by Owner, the Deliverables required by the Contract Documents.

4.2.5 Unless otherwise approved by Owner in writing, prior to proceeding with successive phases, Consultant shall provide to Owner all necessary Deliverables within each phase for its review and comment. Owner’s comments on the Services produced from each phase shall be discussed, responded to, and incorporated into the Services, as agreed upon and as directed by Owner. After Owner’s written approval of a phase, Consultant shall proceed to the next phase of the Services.

4.2.6 The Services shall include all engineering disciplines and work necessary to complete the Services, whether explicitly defined in the Contract Documents or implied by the Deliverables required for the successful prosecution of the Services.

4.2.7 Engineer shall provide all Deliverables in reproducible form and digital documents as specified by Owner. Digital format shall be presented on solid state hard drive or electronic file share location provided by Owner and include all of the following: (i) copies of all Drawings in the native format of the CAD program used to create them; (ii) plot files for all printed sheets in the Drawings provided; and (iii) a PDF file version of each printed sheet in the Drawings.

4.2.8 The Services may include certain asset management services which require Consultant to utilize Owner’s asset turnover processes and asset information forms to provide asset data throughout design development. As required, Consultant shall complete the asset turnover processes in accordance with Owner’s applicable written instructions.

4.2.9 The Services may require Consultant to maintain Records and provide final Records for automatic import to Owner’s document management system. As required, Consultant shall complete the document turnover processes in accordance with Owner’s applicable written instructions.

4.2.10 Consultant shall prepare final Deliverables in accordance with the Contract Documents. Consultant shall transmit a log along with the final Deliverables identifying what is being submitted. All other documents shall be submitted in native format as well as PDF format.

Where the Services require Drawings, all Drawings shall be delivered to Owner in native AutoCAD .DWG or .RVT formats (in the most current software version of AutoCAD) as well as PDF format.

4.3 Deliverable Review

4.3.1 Consultant shall furnish the design of the Project by preparing and delivering to Owner all Deliverables. Consultant shall cause all Deliverables to be submitted to Owner according to the completion milestones set forth in the Schedule.

4.3.2 Owner shall have the right to review, comment on, and object to all Deliverables for the purpose of verifying compliance with the requirements of the Contract Documents. Owner will coordinate all Owner’s design review comments and will deliver such comments to Consultant.

4.3.3 If Owner has any comments or objections related to Consultant’s failure to comply with the requirements of the Contract Documents, then Consultant shall respond to all such comments and ensure they are incorporated and/or resolved as necessary to fully reflect such comments. Consultant acknowledges that comments may be provided which reflect concerns regarding operability or preferences of the commenter. The foregoing shall in no way obligate Consultant to incorporate any comments that (i) Consultant believes would render the Deliverables erroneous, defective, or deficient in any respect; or (ii) do not directly relate to specific requirements of the Project and would result in a delay to the Schedule or an increase in its costs.

If Consultant does not incorporate or otherwise resolve any comment, Consultant shall deliver to Owner within a reasonable time period, not to exceed thirty (30) Days after receipt of Owner’s comments, a written explanation why modifications or modifications based on such comments are not required. The explanation shall include facts, analyses and reasons that support the conclusion.

Any failure of Consultant to provide such explanation shall constitute Consultant’s full acceptance of all responsibility related to its failure to incorporate or resolve Owner’s comments or objections to the Deliverables.

4.3.4 Consultant shall be responsible for handling all design reviews required by, and obtaining all design approvals from, any third parties.

4.4 Ownership of Documents

All Design Documents, Construction Documents, reports and other data (including without limitation, written, printed, graphic, video and audio material contained in any computer data base or computer readable form) (hereinafter “Works of Authorship”) developed during the term of this Contract are the property of Owner. Works of Authorship created during the term of this Contract are “Works for Hire,” as that term is defined in copyright law. Owner shall own all rights to any inventions, discoveries, new uses, advances on the state of art, protocols, ideas, products, or other protectable rights arising from any activities within the scope of the Contract Documents (hereinafter “Inventions”). Consultant shall execute all documents, provide all information, and otherwise take all actions requested by Owner including, without limitation, assignments of any rights Consultant may have in such works, to secure for Owner the ownership rights and available legal protections for all Works of Authorship or Inventions. Consultant expressly disclaims any rights in Works of Authorship or Inventions related to the performance of the Services. In the event of termination of the Contract for any reason, Consultant shall promptly deliver to Owner one (1) complete set of all Design Documents and Construction Documents prepared to the date of termination in the digital formats required by the Contract Documents. In no event shall this Section 4.4 transfer any right, title or interest to any intellectual property Consultant possessed prior to entering the Contract or that is developed separately from this Project. Consultant shall not assume any responsibility for Owner’s use of Consultant’s Works of Authorship for any other project or for any other use outside of that defined under the terms of the Contract Documents.

4.5 Coordination

Consultant shall coordinate the Services with the work of Owner’s forces and any of Owner’s separate contractors and consultants, including the conduct of inspections during the construction of the Project. Consultant’s failure to coordinate the Services shall not relieve Consultant of its responsibility to complete the Services within the Contract Time and in accordance with the Contract Documents, unless otherwise agreed to by Owner.

4.6 Indemnification

4.6.1 To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the Indemnitees from and against claims, damages, losses, liability, cost and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) arising out of or resulting from performance of the Services, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Services itself) including loss of use resulting therefrom, but only to the extent caused by a negligent act or omission of Consultant or a party under its responsibility and control. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section.

4.6.2 To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the Indemnitees from and against all claims, damages, losses, liability, cost and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) resulting from claims against the Indemnitees attributable to bodily injury in connection with the Project by any employee of Consultant, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, but only to the extent caused by a negligent act or omission of Consultant or a party under its responsibility and control. The indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant or any Subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts.

4.6.3 The terms of this Section 4.6 shall survive the expiration or termination of this Contract.

4.7 Royalties and Patents

Consultant shall pay all royalties and license fees. Consultant shall indemnify and hold harmless the Indemnitees from all suits or claims for infringement of any patent rights or copyrights and from all loss, cost, or expense (including reasonable attorneys’ fees and court costs) on account thereof. Notwithstanding the foregoing, Consultant shall not be responsible for infringement of patent rights where a particular design process or product of a particular manufacturer is specified by Owner and Consultant has no reason to believe that such design process or product specified is an infringement of a patent or copyright. The terms of this Section

4.7 shall survive the expiration or termination of this Contract.

4.8 Use of Small Unmanned Aircraft Systems

4.8.1 Consultant is permitted to employ the use of small, unmanned aircraft systems (commonly known as drones and herein as “UAS”) for any portion of the Project subject to its compliance with the terms of this Section 4.8 and any other written requirements of Owner provided to Consultant, and the terms thereof shall survive the expiration or termination of this Contract.

4.8.2 Consultant shall be familiar with and adhere to all federal, state, and local laws, ordinances, and regulations applicable to UAS operations including, without limitation, 14 CFR Part 107.

4.8.3 Consultant may collect data using a UAS only for the following purposes:

4.8.3.1 Inspecting infrastructure,

4.8.3.2 Surveilling and monitoring of the Project site for progress reporting and safety,

4.8.3.3 Creating maps, aerial imagery, and three-dimensional models of the Project site,

4.8.3.4 Assessing environmental impacts of the Project, and

4.8.3.5 Monitoring the Project site perimeter for unauthorized entry and other security matters.

4.8.4 Consultant shall obtain, in advance of each UAS flight, the approval of the Owner’s

Security & Integrity group to conduct the flight, its flight path, and the remote pilot in command of the flight. Consultant shall provide the GLWA Security & Integrity group with a copy of the remote pilot in command’s valid remote pilot certificate. Only the remote pilot in command authorized to make the flight by the GLWA Security & Integrity group may conduct the flight.

4.8.5 The collection, storage, retention, distribution, and use of all UAS-captured data shall be governed by the written requirements of Owner provided to Consultant, and all such data shall be the sole and exclusive property of Owner. Consultant may request, and Owner may authorize, the use of all or part of such data for purposes other than performance of this Contract but only as specifically agreed in writing by Owner. Owner may revoke its approval at any time with written notice to Consultant.

4.8.6 Consultant shall maintain the confidentiality of all data collected by the UAS and such data shall be considered confidential information and subject to the terms of Article 15.

4.8.7 Consultant agrees that any unauthorized disclosure of the data collected by the UAS may cause Owner irreparable harm for which its remedies at law would be inadequate. Therefore, in addition to any other rights it may have at law, Owner shall be entitled to equitable relief, and Owner may seek a temporary restraining order and injunction to protect the data. Consultant shall not raise or have available the defense of an adequate remedy at law. This provision does not alter any other remedies available to either Party under this Contract.

Article 5: Subcontractors

5.1 No Contractual Relationship

Nothing contained in the Contract Documents shall create any contractual relation between Owner or any Subcontractor or Sub-Subcontractor.

5.2 Award of Subcontracts and Other Contracts for Portions of the Services

5.2.1 Prior to executing any Subcontracts for the Services, Consultant shall provide Owner with a list of proposed Subcontractors for Owner’s prior review and approval (the “Subcontractor List”). Owner may object, for any reason, to any proposed Subcontractor within a reasonable time after its receipt of the Subcontractor List. Consultant shall not award any portion of the Services to a Subcontractor that was not nominated before execution of the Contract, without first obtaining Owner’s written consent. If Owner objects to any Subcontractor without cause, and such objection causes an increase in the Contract Price, Owner shall, pursuant to Article 11, order any adjustments in the Contract Price required to make up the difference in cost between the proposed Subcontractor and the Subcontractor approved by Owner, or Consultant’s cost to self-perform that part of the Services involved, whichever is applicable. Consultant shall make no substitution for any Subcontractor, person or entity previously approved by Owner without first obtaining Owner’s written consent.

5.2.2 Consultant shall promptly deliver to Owner a complete executed copy of each Subcontract awarded.

5.2.3 Upon award of a Subcontract, the Subcontractor shall identify its job-site staff and agree that such job-site staff may not be changed or reassigned (except where an individual leaves the employ of the Subcontractor or any affiliate) without the prior written consent of Consultant.

Consultant shall consult with Owner prior to giving consent to any proposed substitution.

5.2.4 Neither Consultant nor any entity that owns any of the equity interests of Consultant (nor any entity in which Consultant or any such equity interest owner has a greater than 5% ownership interest) shall serve as a Subcontractor with respect to any portion of the Services unless such equity ownership interest has been disclosed to and approved by Owner.

5.3 Subcontractor Relations

5.3.1 By an appropriate written agreement, Consultant shall require each Subcontractor, to the extent of the Services to be performed by the Subcontractor, to be bound to Consultant by the terms of the Contract Documents, and to assume toward Consultant all the obligations and responsibilities which Consultant, by the Contract Documents, assumes toward Owner. Where appropriate, Consultant shall require each Subcontractor to enter into similar agreements with its Sub-Subcontractors. Consultant shall make available to each proposed Subcontractor, prior to the execution of the Subcontract, copies of the Contract Documents to which the Subcontractor will be bound and shall identify to the Subcontractor any terms and conditions of the proposed Subcontract which may be at variance with the Contract Documents. Each Subcontractor shall similarly make copies of the Contract Documents available to its Sub-Subcontractors.

5.3.2 Consultant shall cause all its Subcontractors to agree to indemnify and hold harmless the Indemnitees from all claims that may arise from such Subcontractor’s operations to the same extent as Consultant has indemnified the Indemnitees pursuant to Section 4.6. Such provisions shall be in a form reasonably satisfactory to Owner. The terms of this Section 5.3.2 shall survive the expiration or termination of this Contract.

5.3.3 Consultant shall bear the risk of any inconsistencies between the terms and conditions of the Contract Documents and the terms and conditions of its Subcontract, purchase orders, and similar documentation.

Article 6: Services by Owner or Third Parties

6.1 Owner’s Right to Perform the Services and to Award Separate Contracts

This is not an exclusive service contract. Owner reserves the right to (i) perform work related to the Project with its own forces; and (ii) to award separate contracts in connection with other portions of the Project or other work on the Project.

Article 7: Non-Discrimination

Consultant shall comply with and shall require its Subcontractors to comply with all applicable federal, state, and local laws regarding non-discrimination, fair employment practices, and equal opportunity laws. Consultant shall furnish and file relevant compliance reports within the times and in the form prescribed by Owner. Compliance reports may elicit information as to the practices, policies, programs, and employment statistics of Consultant and Subcontractors.

Consultant will permit access to Consultant’s records and accounts by Owner and/or its agent for purposes of investigation to ascertain compliance with the Contract Documents. The United States, the State of Michigan, and Owner shall have the right to seek judicial enforcement of the foregoing covenants against discrimination, against Consultant or its Subcontractors connected directly or indirectly with the performance of the Services.

Article 8: Time

8.1 Suspension by Owner

8.1.1. The CPO may order Consultant in writing to suspend, delay or interrupt all or any part of the Services for such period of time as it may determine to be appropriate for the convenience of Owner.

8.1.2 If the performance of all or any part of the Services is suspended, delayed, or interrupted at the direction of the CPO, and such act causes a delay in the Schedule, then any affected activity in the Schedule shall be adjusted as determined by Owner, but the total adjustment of any such activity shall not exceed the length of the delay.

8.1.3 Any Change Request related to an extension of time pursuant to Section 8.1.2 shall be made in writing to the CPO no more than thirty (30) Days after the commencement of the suspension, delay, or interruption, otherwise it will be waived. In the case of a continuing cause of delay, only one (1) Change Request is necessary. Any delay of less than twenty-four (24) hours duration shall not be justification for adjusting the Schedule or the Contract Time.

8.1.4 No adjustments to the Contract Time or Contract Price shall be made under this Section 8.1 for any suspension, delay, or interruption by Owner (i) to the extent that performance would have been so suspended, delayed or interrupted by any other cause, including the fault or negligence of Consultant or any party under Consultant’s responsibility and control; or (ii) for which an equitable adjustment is provided or excluded under any other provision of the Contract Documents. Owner’s exercise of any of its rights under the Contract Documents, or Owner’s requirement of correction or re-execution of any defective Services shall not, under any circumstances, be construed as interference with Consultant’s performance of the Services.

8.1.5 Notwithstanding anything contained herein to the contrary, no extensions of the Contract Time or increase to the Contract Price shall be permitted except as approved in advance and in accordance with the Procurement Policy and this Contract.

8.1.6 Each Subcontractor shall be bound by the provisions of this Section 8.1.

8.2 Delays and Extensions of Time

8.2.1 If Consultant shall be delayed by (i) the combined action of workmen (either those employed on the Services or in any industry essential to the conduct of the Services) in no way caused by or resulting from default or collusion on the part of Consultant; (ii) any Act of God, war, act of terrorism, riot, epidemic or pandemic, explosion, sabotage, embargo, fire, unavoidable casualties, unusual delay in transportation, national emergency, unusually severe and adverse weather conditions, the binding order of any court or governmental authority; or (iii) by any other causes which Consultant could not reasonably control or circumvent, and if such delay affects the Schedule, then the Schedule shall be adjusted as necessary, and as determined by Owner, to compensate for such delay (but the total extension may not exceed the length of the delay).

8.2.2 An adjustment to the Schedule or an extension of the Contract Time shall be Consultant’s sole remedy for any delay. Owner’s exercise of any of its rights under the Contract Documents, including requirement of correction or re-execution of the Services, regardless of the extent, number or frequency of Owner’s exercise of such rights or remedies, shall not under any circumstances be construed to as providing grounds for Consultant to seek damages for delay of the Project. In no event shall Consultant be entitled to any compensation or recovery of any damages in connection with any delay, including, without limitation, consequential damages, lost opportunity costs, impact damages or other similar remuneration.