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HomeMy WebLinkAboutGEOTECHNICAL GREENBAUM ASSOCIATES, INC. - GEOTECHNICAL&MATERIALS ENGINEERS 994 Longfield Avenue Louisville,Ky 40215 • '4 502/361-8447 FAX 502/361-4793 EXHIBIT "A" Further Description of Basic Services and Related Matters 1. This is an exhibit attached to, made a part of and incorporated by reference into the Agreement made on February , 2019 between The City of Jeffersonville, IN (Client) and Greenbaum Associates, Inc. (Geotechnical Engineer) providing for professional engineering services. The basic services of Greenbaum Associates, Inc. as described in Section 1 of the Agreement are amended or supplemented as indicated below and the time periods for the performance of certain services as indicated in Section 4 of the Agreement are stipulated as indicated below. 2. During the Field Explorations Greenbaum Associates, Inc. shall carry out: Eight borings will be carried out across the site by standard penetration procedures to 15 feet depth or auger refusal, the shallower. 3. Greenbaum Associates, Inc. shall include the following tests: One set of soil classification tests(if suitable soil is present) and moisture content determinations on most of the cohesive soil samples. 4. Greenbaum Associates, Inc. analyses and report shall include the following information in addition to the information described in paragraph 1.4: Recommendations relative to foundations, slab-on-grade, earth pressures, excavation, light-and heavy-duty pavement, groundwater, seismic site criteria and any obvious soil problems. The Field Explorations, tests and analyses will be completed and one electronic copy of the report submitted within 28 days after written authorization from CLIENT to Greenbaum Associates, Inc. to proceed with required services. 5. During Construction Phase Greenbaum Associates, Inc. shall: View foundation bearing surfaces, approve borrow materials and test compaction of fill materials. Work performed under this section of the Agreement shall be considered additional services. Greenbaum Associates, Inc. services during the construction phase are to be completed within 180 calendar days following commencement of the Construction Phase. GREENBAUM ASSOCIATES, INC. GEOTECHNICAL&MATERIALS ENGINEERS -2- 6. Greenbaum Associates, Inc. schedules of personnel and equipment charges as referenced in Article 1.2 and article 7 are as follows: - Engineering Fee Schedule Drilling Fee Schedule - Laboratory Soil Test Fee Schedule 7. Greenbaum Associates, Inc. shall procure and maintain insurance in accordance with paragraph 6.7 as follows: TYPE AMOUNT Workmen's Compensation Statutory Automotive Liability $1,000,000 General Liability $2,000,000 Umbrella $2,000,000 Professional Liability $1,000,000 19-028 GREENBAUM ASSOCIATES, INC. GEOTECHNICAL&MATER!U.S ENGINEERS 6.10 LIMITATION OF LIABILITY 6.10.1. GAI will perform the services under this Agreement with the care and skill originally used by members of the profession practicing under similar conditions at the same time and in the same or a similar locality. However, because subsurface conditions may vary from those encountered in borings,surveys or explorations,and because conclusions must be based upon such information as is available, GAI will not be liable for the results of services performed with professional care and skill. 6.10.2. Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe that they could or should be present. For this proposal,the CLIENT and Engineer agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. CLIENT and Engineer also agree that discovery of unanticipated hazardous materials will permit the Engineer to take immediate measures to protect human health and safety, and/or the environment. 6.10.3. Soil or environmental conditions discovered through this investigation may influence the value of the property. GAI is not responsible for the generation of those conditions and will not be liable for or benefit from the discovery of existing conditions. 6,11. SEVERABILITY OF AGREEMENT If a provision or portion of any provision of this agreement is found by a court of law or administrative agency proceeding to be in violation of any local,state or federal ordinance, statute, law administrative or judicial decision or public policy,and if such tribunal should declare such portion or provision of this agreement to be illegal, invalid, unlawful,void or unenforceable as written,then such portion or provision will be given full force to the fullest possible extent that it is legal,valid and enforceable,and the remainder of this agreement will be construed as if such illegal, invalid, unlawful, void or unenforceable portion were not a part hereof. SECTION 7—SPECIAL PROVISIONS, EXHIBITS AND SCHEDULES 7.1. This Agreement is subject to the following special provisions. 7.2. The following exhibits and schedules are attached to this Agreement, made a part hereof and incorporated herein by reference. 7.2.1. Exhibit"A"—"Further Description of Basic Services and Related Matters"(pages 1 to 2 inclusive). 7.3. This Agreement together with the exhibits and schedules identified above constitute the entire agreement between CLIENT and GAI and supersede all prior written or oral understandings. This Agreement and said exhibits and schedules may only amended,supplemented, modified or cancelled by a duly executed written instrument. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as of the day and year first above written. CL NT: GEOTECHNICAL ENGINEER: GREENBAUM ASSOCIATES, INC. Sandor R. o�i�yaiyn tlh SanEnrR Greenbaum ON:cn=SanEor fl.Greenbaum, o=Greenbaum Fssociatez,tnc,ou, Greenbaum o7:-2=e,bo3'3,=a7;_" SANDOR R.GREENBAUM, P.E. 2/1/2019 PRESIDENT GREENBAUM ASSOCIATES, INC. 1 ENGINEERING FEE SCHEDULE 1. Services of Principal Engineer $120.00/hour 2. Services of Project Engineer (RE.) or other design professionals $ 110.00/hour 3. Services of Staff Engineer $ 110.00/hour 4. Services of Environmental Scientist $ 85.00/hour 5. Services of Geologist $ 75.00/hour 6. Services of Senior Engineering Technician $ 44.00/hour 7. Services of Engineering Technician $ 35.00/hour 8. Secretarial Services $ 35.00/hour 9. Reimbursable Expenses Cost plus 10% Transportation Charges on Public Conveyances (out-of-town) Accommodations and Meals Toll Telephone Calls Reproductions, etc. 10. Transportation Charges for Company Car $ 0.70/mile 11. Miscellaneous Charges including Rental of Equipment, Outside Labor, Materials, Computer Service and Work of Other Contractors, etc. Cost plus 15% 12. Consultants and Outside Technical Services Cost plus 15% Note: Overtime, Holiday, Saturday, Sunday Rate x 1.5 SRG 12/17 GREENBAUM ASSOCIATES, INC. 16: . DRILLING FEE SCHEDULE 1. Mobilization of Equipment&Personnel call for quote $400.00/minimum charge 2. Soil Sampling using Split Barrel Sampler(ASTM D-1586) at 5 foot intervals with 4 samples in top 10 feet Depth Range (Feet) Unit Charges Easy Drilling Hard Drilling* 0- 50 $ 10.00/I.f. $11.00/I.f. 50 -75 $13.00/I.f. $14.00/1.f. 75- 100 $17.00/I,f. $18.00/I.f. * Higher than 60 blows per foot for a split-barrel sample or 6 tsf for an unconfined compressive strength is hard drilling. 2a. Additional Split Spoon Samples $20.00/sample 3. Additional charge for use of drilling mud,where required $2.00/I.f. 4. Sampling with a 3 inch Shelby tube, additional charge per tube $35.00/tube Sample extraction $20.00/tube 5. Installation of 2 inch diameter piezometer or grouting $6.00/foot (In addition to material cost and drilling) 6. Rock Coring $30.00/foot Set-up $50.00/per hole 7. Auger sampling or sounding, except in conjunction $6.00/foot with split spoon 8. Hourly charge for field personnel and equipment All terrain mounted drill rig* $150.00/hour Truck mounted rig with crew* $130.00/hour Skid rig and crew $120.00/hour Two man hand auger crew $75.00/hour 9. Equipment Only Masonry Core Drill $75.00/day Generator $75.00/day 10. Surcharge where All-Terrain Drilling Equipment is required $200.00/day 11. Cost for equipment or service of others Cost plus 15% 12. Special Permit Cost plus 15% 13. Set up time per hole in excess of 20 minutes or for Standby Time Same as Item 9 14. Staking boring locations by drill crew Same as Item 9 April 2017 GREENBAUM ASSOCIATES, INC. LABORATORY SOIL TESTS FEE SCHEDULE 1. Atterberg Limit Determinations $ 50.00/test Liquid Limit Only $ 30.00/test 2. Hydrometer Analysis (Hydrometer&Sieve) $ 90.00/test 3. Sieve Analysis (dry) $ 50.00/test 4. Sieve Analysis (including decantation over#200 sieve) $ 70.00/test 5. Specific Gravity Determination $ 75.00/test 6. Moisture Content Determination $ 6.00/test 7. Extrude &Log Shelby Tube Sample $30.00/each 8. Laboratory Density Determination $ 30.00/test 9. Consolidation Test,to 16 tsf on 2.5" on 2.5" diameter specimen Unit LoadNoid Ratio Curve $400.00/test 9a. Additional Loads Beyond 16 tsf $ 30.00/test 9b. Each Additional Unload-Reload Cycle $ 30.00/cycle 10. Swelling Test, Consolidometer Swell Pressure $300.00/test Swell Displacement $300.00/test 11. Permeability Test Falling Head $300.00/test Constant Head $400.00/test 12. ASTM D-698 Moisture-Density Relationship (Standard Proctor) 4" Mold $110.00/test 6" Mold $120.00/test 13. ASTM D-1557 Moisture-Density 4" Mold $120.00/test Relationship (Modified Proctor) 6" Mold $130.00/test 14. Unconfined Compression Test&Curve including Moisture $ 75.00/test 15. Laboratory CBR Determination (per point) $250.00/test 16. Triaxial Compression Shear Strength Unconsolidated Undrained $300.00/point Consolidated Undrained $400.00/point Pore Pressure Readings add $100.00/point 17. pH Determination $ 15.00/test 18. Moisture,Ash &Organic Content $ 60.00/test 19. Special Tests See Personnel Time Schedule June,2017 GREENBAUM ASSOCIATES, INC. GEOTECHNICAL&MATERIALS ENGINEERS 994 Longfield Avenue '•`' Louisville,Kentucky 40215 v+k'• `a . 502/361-8447 FAX 502/361-4793 February 1, 2019 City of Jeffersonville City Hall, 500 Quartermaster Court, Suite 257 Jeffersonville, IN 47130 SUBJECT: GEOTECHNICAL INVESTIGATION THE DEPOT SEVENTH STREET AND MICHIGAN AVENUE CITY OF JEFFERSONVILLE, INDIANA GREENBAUM PROPOSAL 19-028 To whom it may concern: I have prepared this proposal for a geotechnical investigation for the above referenced storage container food court/commercial area in response to your request. The cost of the geotechnical investigation will be a lump sum fee of$3,500.00. Field activities for the geotechnical investigation will consist of carrying out eight borings in the proposed footprints of the various structures by standard penetration procedures to 15 feet depth or auger refusal, the shallower. Known historic construction will be considered in locating the borings. We will then prepare a report that will detail our findings and provide recommendations relative to foundations, slab-on-grade, light- and heavy-duty pavement, earthwork, earth pressures, seismic site criteria, and any obvious soil problems. The drilling can be carried out within two weeks of authorization and the report can be complete within four weeks of authorization. Attached is our standard form of agreement for the geotechnical investigation, please sign and return one copy of as our authorization to proceed. Yours truly, GREENBAUM ASSOCIATES, INC. Sa- -cLo-r R. Gre.e•fri.42aw .0 Sandor R. Greenbaum, P.E. President/Principal Engineer GREENBAUM ASSOCIATES, INC. GEOTECHNICAL& MATERIALS ENGINEERS ��•, 994 Longfield Avenue Louisville, Ky 40215 ti 502/361-8447 FAX 502/361-4793 • STANDARD FORM OF AGREEMENT BETWEEN CLIENT AND GEOTECHNICAL ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of February ,2019 between THE CITY OF JEFFERSONVILLE, INDIANA(CLIENT)and GREENBAUM ASSOCIATES, INC.(GEOTECHNICAL ENGINEER). CLIENT intends to: BUILD A STORAGE CONTAINER FOOD COURT/COMMERCIAL AREA, "THE DEPOT",ON THE SOUTHERN PORTION OF A BLOCK BOUNDED BY SEVENTH STREET, MICHIGAN AVENUE,AND AN ALLEY ON THE WEST. THIS BLOCK IS CURRENTLY VACANT AND COVERED BY TURF, BUT WAS ONCE DEVELOPED WITH SINGLE FAMILY DWELLINGS. CLIENT and Greenbaum Associates, Inc.(GAI)in consideration of their mutual covenants herein agree in respect of the performance of professional services by GAI and the payment for those services by CLIENT as set forth below. GAI will provide professional geotechnical services,for CLIENT for the phases of the Project which this Agreement applies and, during the performance of such services,will provide professional geotechnical engineering consultation and advice to CLIENT and the Project Engineer engaged by CLIENT SECTION 1 —BASIC SERVICES OF GREENBAUM ASSOCIATES, INC. 1.1 GENERAL 1.1.1. The duties and responsibilities of GAI as set forth in this Section 1 are amended and supplemented as indicated in Exhibit A which is attached hereto, made a part hereof and entitled"Further Description of Basic Services and Related Matters". 1.1.2. GAI will cooperate Project Engineer and furnish such geotechnical data,advice and assistance as is reasonably required by Project Engineer for the Project. 1.2 FIELD EXPLORATIONS After written authorization to proceed, GAI will: 1.2.1. Review information furnished by CLIENT and Project Engineer and consult with CLIENT and Project Engineer to clarify and define geotechnical requirements for the Project. 1.2.2. Perform geologic examinations and subsurface explorations of the Project site, including, but not limited to,such borings, drilling, excavating, in-situ testing and sampling as described in Exhibit A, "Further Description of Basic Services and Related Matters". 1.2.3. CLIENT will furnish to GAI information identifying the type and location of utility lines and other manmade objects beneath the site's surface. GAI will take reasonable precautions to avoid damaging these manmade objects. CLIENT agrees to waive any claim against GAI, and to defend, indemnify and hold GAI harmless from any claim or liability for injury or loss allegedly arising from GAI damaging underground utilities or other manmade objects that were not called to GAI attention or which were not properly located on plans furnished to GAI. CLIENT further agrees to compensate GAI for any time spent or expenses incurred by GAI in defense of any such claim, in accordance with GAI prevailing fee schedule and expense reimbursement policy. 1.2.4. Unless the CLIENT requests us to do otherwise or unless our contract indicates to the contrary, borings will be backfilled before we leave the site. However,soil frequently settles after backfilling, leaving a potentially hazardous depression. The CLIENT is to occasionally inspect the borings, particularly after rain, and refill the holes if subsidence has taken place. The CLIENT will indemnify and hold harmless GAI from any and all claims and liability for damages suffered by persons or property as a result of such subsidence. 1.2.5. GAI will retain for 30 days all soil and rock samples taken by him. Further storage or transfer of samples will be made at CLIENTS expense upon CLIENTS written request. GREENBAUM ASSOCIATES, INC. GEOTECHNICAL& MATERIALS ENGINEERS 1.3 TESTS 1.3.1. GAI will perform the tests needed by GAI to supply information to Project Engineer for the Project and required for reviewing the geotechnical aspects of the work of Contractor(s)as described in Exhibit A, "Further Description of Basic Services and Related Matters". 1.3.2. All tests will be performed in accordance with applicable standard by qualified, experienced personnel with testing facilities specifically suited for the required tests. 1.4 ANALYSES AND REPORT 1.4.1. GAI shall analyze the results of field explorations and tests and prepare a written Report. 1.4.2. The Report will contain geotechnical information required by Project Engineer for the Project and will be suitable for reproduction. Unless designated otherwise in Exhibit A"Further Description of Basic Services and Related Matters", the Report will include, but not be limited to, the following: 1.4.2.1. Boring logs, in-situ tests results and similar data collected in the field explorations. 1.4.2.2. The location of each test hole and the location and depth of each sample and in-situ test. 1.4.2.3. The results of each test. 1.4.2.4. Professional interpretations of the foregoing as appropriate for Engineer's purpose. 1.4.2.5. A summary of the findings with appropriate exhibits to indicate the geotechnical considerations involved and setting forth recommendations with criteria for design and construction of the Project as described in Exhibit A. 1.4.3. Furnish copies of the Report in the quantity indicated in Exhibit A, "Further Description of Basic Services and Related Matters"and present it in person to and review it with CLIENT and Project Engineer. SECTION 2—ADDITIONAL SERVICES OF GAI 2.0 REVIEW OF ENGINEER'S ANALYSES AND DOCUMENTS At appropriate times,when requested by Project Engineer, GAI will: 2.1.1. Review Engineer's studies and designs for conformance with recommendations and criteria presented in GAI Report and render advice on changes that may be advisable. 2.1.2. Review Project Engineer's proposed Contract Documents and opinions of probable construction cost in respect of the geotechnical aspects of the project and render advice on changes that may be advisable. 2.2 CONSTRUCTION PHASE SERVICES During the Construction Phase, GAI will: 2.2.1 Consult with and advise CLIENT and Project Engineer concerning geotechnical considerations affecting construction. 2.2.2. Make visits to the site at times appropriate to the stages of construction(and, additionally if required by Project Engineer)to observe the conditions encountered by Contractors and to determine in general if the conditions are as anticipated in the design and if the geotechnical aspects of the Contractors'work are in accordance with the Contract Documents,and report such findings in writing to CLIENT and Project Engineer. 2.2.3. Collect such samples and perform such tests as are described in Exhibit A, "Further Description of Basic Services and Related Matters", or are required to check the Contractors'work for compliance with the Contract Documents. 2.2.4. Advise Project Engineer concerning special monitoring,testing or redesign required because of unforeseen conditions encountered during construction. 2.2.5. Communicate with Contractors only through,or with the knowledge of, Project Engineer, or as required by CLIENT. 2.2.6. GAI will not be responsible for the means, methods,techniques,sequences or procedures of construction selected by Contractors, safety precautions and programs incident to the work of Contractors,or any decision made or interpretations or clarifications of the Contract Documents given by CLIENT or Project Engineer without consultation,advice and concurrence of GAI 2.3 GENERAL If authorized in writing by CLIENT, GAI will furnish additional geotechnical services of the following types which may appear necessary for the Project. GAI will be paid by CLIENT for authorized additional services as indicated in Section 5. These services may include: 2.3.1. Services beyond the scope of Basic Services described in Section 1 as amended and supplemented in Exhibited A"Further Description of Basic Services and Related Matters", such as additional field explorations, laboratory testing, analyses, consultations, reviews or monitoring. 2.3.2. Services in connection with unforeseen conditions encountered during construction such as assistance to Project Engineer in any redesign or change orders. 2.3.3. Services during out-of-town travel required of GAI other than visits to the site and the offices of CLIENT and Project Engineer in connection with services required by Section 1. 2.3.4. Preparing to serve or serving as a consultant or witness for CLIENT in any litigation,public hearing or other legal or administrative proceeding involving the Project. 2.3.5. Resident Services during construction to provide more extensive on-site assistance to Project Engineer. GREENBAUM ASSOCIATES, INC. GEOTECHNICAL& MATERIALS ENGINEERS SECTION 3—CLIENT'S RESPONSIBILITY CLIENT will: 3.1 Provide all available information concerning the Project pertinent to GAI services. Such information will include, but not be limited to,types of structures,structural loads, loads to be transferred to the soil and performance characteristics desired for the foundations, design objectives and constraints, space, capacity, flexibility and expandability, budgetary limitations and such design and construction standards as CLIENT may require in connection with the Project, as well as geotechnical data,analyses and reports concerning the site which are known to CLIENT or Project Engineer. 3.2. Furnish GAI, as required for performance of GAI Basic Services,data prepared by or services of others, including without limitation property, boundary, easement, right-of-way,topographic and utility surveys with descriptions and known restrictions and other special data;the accuracy of which GAI may rely upon in performing services hereunder. 3.3. Furnish to GAI, all information known to CLIENT concerning the location of underground services, conduits, pipes,tanks and other obstructions pertinent to GAI services hereunder, and cause Project Engineer to do likewise with respect to such information within the knowledge of Project Engineer. 3.4. Provide field control surveys and establish reference points and baselines to enable GAI to define the location and elevation of each sample, test hole and in-situ test as required by paragraph 1.4.2.2. 3.5. Arrange for access to and assist in making provisions for GAI to enter upon public and private property as required for GAI to perform services under this Agreement. 3.6. Designate in writing a person to act as CLIENT's representative with respect to the services to be rendered under this Agreement. Such persons shall have complete authority,to transmit instructions, receive information, interpret and define CLIENT's policies and decisions with respect to GAI services. 3.7. Furnish,or arrange for Project Engineer to furnish, a representative at the site to coordinate the field explorations with Project needs and assist GAI in locating samples,test holes and in-situ tests with respect to the project. 3.8. Give,or cause Project Engineer to give, prompt written notice to GAI whenever CLIENT or Project Engineer observes or otherwise becomes aware of any development that affects the scope or timing of GAI services. SECTION 4—PERIOD OF SERVICE 4.1 The provisions of this Section 4 and the rates of compensation for GAI service provided for elsewhere in this Agreement anticipate commencement of services within sixty days after the date of execution of this Agreement and orderly and continuous progress through completion of the Project. GAI obligation to render services hereunder will extend for a period which may reasonably be required for the design and construction(when Construction Phase Services are included)of the Project, including extra work and required extensions. 4.2 The field explorations,tests and analyses will be completed and the Report submitted within the period stipulated in Exhibit A"Further Description of Basic Services and Related Matters". 4.3 After acceptance by CLIENT of the Report, GAI will proceed with consultations and review of the geotechnical aspects of Project Engineer's study, design and proposed Contract Documents and will continue these services for such time as reasonably required. 4.4 Construction Phase Services(when required)will commence with the start of construction activities affected by geotechnical considerations and will terminate upon the completion of such construction activities and final payment to the Contractors therefore. 4.5 If CLIENT suspends services, requests significant modifications or changes in the extent of the Project,or authorizes Additional Services,or if progress is delayed through no fault of GAI,the time of performance for GAI services will be adjusted appropriately. 4.6 If field explorations, tests, analyses or the Report as required by Section 1,are delayed or suspended in whole or in part by CLIENT for more than three months for reasons beyond GAI control, or if the schedule of construction is delayed more than three months,or if GAI for any reason is required to render services for more than three months after the completion time indicated in Exhibit A"Further Description of Basic Services and Related Matters", the rates of compensation provided for elsewhere in this agreement will be subject to renegotiations. GREENBAUM ASSOCIATES, INC. GEOTECHNICAL& MATERIALS ENGINEERS SECTION 5—PAYMENTS TO GAI 5.1 Methods of Payment for Services of GAI 5.1.1. For Basic Services. CLIENT will pay GAI for Basic Services rendered under Section 1 as follows: A LUMP SUM FEE OF THREE THOUSAND FIVE HUNDRED DOLLARS($3,500.00). 5.1.2. For Additional Services. CLIENT will pay GAI for Additional Services rendered under Section 2 as follows: 5.1.2.1. General. For all Additional Services except Resident Services under paragraph 2.1.5. and except services as a consultant or witness under paragraph 2.1.4.on the basis of the schedules of personnel and equipment charges shown in Exhibit A"Further Description of Basic Services and Related Matters"for services rendered by principals and employees assigned to the Project. 5.1.2.2. Resident Services. For all Resident Services furnished as provided in paragraph 2.1.5.on the basis of the personnel and equipment charges shown in Exhibit"A""Further Description of Basic Services and Related Matters"for Resident Service plus all reimbursable expenses necessarily incurred for travel, subsistence,office and laboratory facilities required at the site and related expenses. 5.1.2.3. Serving as a Witness. For the services rendered by principals and employees as consultants or witnesses as provided in paragraph 2.1.4. at the rate shown in Exhibit"A' "Further Description of Basic Services and Related Matters"for each day or any portion thereof(but compensation for time spent in preparing to appear in any such litigation, hearing or proceeding will be on the basis provided in paragraph 5.1.2.1). 5.2. TIMES OF PAYMENTS 5.2.1. Except when provided otherwise in Exhibit"A""Further Description of Basic Services and Related Matters", GAI will submit monthly statements for Basic and Additional Services rendered. The statements will be based upon the total services actually completed at the time of billing. CLIENT will make prompt monthly payments in response to GAI monthly statements. 5.3. OTHER PROVISIONS CONCERNING PAYMENTS 5.3.1. If CLIENT fails to make any payment due GAI for services and expenses within thirty(30)days after receipt of GAI statement therefore,the amounts due GAI will include a service charge at the rate of 1.5 percent compounded monthly from said thirtieth day, and in addition GAI may, after giving seven days'written notice to CLIENT, suspend services under this Agreement. 5.3.2. CLIENT will reimburse GAI for all direct expense resulting from any suspension of services by GAI in accordance with paragraph 5.3.1.,or any suspensions ordered by CLIENT. 5.3.3. If this Agreement is terminated prior to the completion of Basic Services, GAI will be paid for all unpaid Basic and Additional Services performed to the date of termination on the basis of the personnel and equipment charges shown in Exhibit"A""Further Description of Basic Services and Related Matters" plus all additional expenses directly attributable to termination. SECTION 6—GENERAL CONSIDERATIONS 6.1. CONTROLLING LAW This Agreement is to be governed by the laws of the State of Kentucky. 6.2. TERMINATION The obligation to provide further or the remainder of services under this Agreement may be terminated by either party upon seven days'written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Such termination will be effective only if substantial failure has not been remedied before expiration of the seven days. 6.3. COMPLETION OF RECORDS In the event of termination by either party prior to completion of Basic Services, GAI will complete such analyses and records as are necessary to complete GAI files and present to CLIENT a written report on the services performed to the date of notice of termination. The expenses of termination will include the direct expenses of GAI in completing such analyses, records and reports. 6.4. RETENTION OF RECORDS GAI will retain all boring logs,field data,test data, calculations, notes and other records relating to Project in legible form for a period of five years following the completion or termination of services under this Agreement. Copies of such records will be made available to CLIENT upon request for cost of reproduction. GREENBAUM ASSOCIATES, INC. GEOTECHNICAL& MATERIALS ENGINEERS 6.5. REUSE OF DOCUMENTS All documents prepared by GAI pursuant to this Agreement are instruments of service in respect of the Project and will remain the property of GAI. They are not intended or represented to be suitable for reuse by CLIENT or others on extensions of the Project or on any other project. Any reuse without written verification or adaptation by GAI for the specific purpose intended or by parties other than the CLIENT and his agents will be at CLIENT's sole risk and without liability or legal exposure to GAI and CLIENT will indemnify and hold harmless GAI from all claims,damages, losses and expenses including attorney(s)'fees arising out of or resulting there from. Any such verification or adaptation will entitle GAI to further compensation at rates to be agreed upon by CLIENT and GAI 6.6. OPINIONS OF PROJECT COSTS Because GAI has no control over the cost of labor, materials,equipment or services furnished by others or over Contractor(s)'methods of determining prices, or over competitive bidding or market conditions, any opinions of probable construction cost presented by GAI or comments on opinions of probable construction cost of estimates of others, are to be made on the basis of experience as a qualified professional engineer, familiar with the construction industry, but GAI cannot and does not guarantee that proposal, bids or actual costs will not vary significantly from the opinions of probable cost presented. 6.7. INSURANCE 6.7.1. GAI will procure and maintain insurance for protection from claims under workers'compensation acts, claims for damages because of bodily injury including personal injury,sickness or disease or death of any and all employees of any person other than such employees, and from claims for damages because of injury to or destruction of property including loss of use resulting there from. 6.7.2. Also GAI will,if reasonably available, procure and maintain professional liability insurance for protection from claims arising out of performance of professional services caused by any negligence error, omission or act for which the insured is legally liable;such professional liability insurance will provide for coverage in such amounts,with such deductible provisions and for such periods of time as set forth in Exhibit "A""Further Description of Basic Services and Related Matters", and certificates indicating that such insurance is in effect will be furnished to CLIENT on request. 6.8. SUCCESSORS AND ASSIGNS 6.8.1. CLIENT and GAI each binds itself and his partners,successors, executors, administrators,assigns and legal representatives to the other party to this Agreement and to the partners', successors, executors, administrators,assigns and legal representative of such other party, in respect to all covenants,agreements and obligations of this Agreement. 6.8.2. Neither CLIENT nor GAI will assign,sublet or transfer any rights under or interest in this Agreement (including,without limitation, moneys that are due or may become due)without the written consent of the other, except as stated in paragraph 6.8.1. and except to the extent that the effect of the limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph will prevent GAI from employing such independent consultants and subcontractors as GAI may deem appropriate to assist in the performance of services hereunder. 6.8.3. Nothing herein will be construed to give any rights or benefits hereunder to anyone other than the CLIENT and GAI 6.9. ARBITRATION 6.9.1 All claims,disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof,will be decided by mediation and can be demanded by either party. The arbitration is to be conducted in accordance with the Construction Industry Mediation Rules of the American Arbitration Association. No mediation arising out of,or relating to this Agreement,will include, by consolidation joiner or any other manner, any additional party not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by all the parties hereto. Any consent to mediation involving an additional party or parties will not constitute consent to mediation of any dispute not described therein or with any party not named or described therein. This Agreement to mediate and any agreement to mediate with an additional party or parties duly consented to by the parties hereto will be specifically enforceable under the prevailing law. 6.9.2. The award rendered by the arbitrators, if arbitrated,will be final, not subject to appeal and judgment may be entered upon it in any court having jurisdiction thereof. 6.9.3. In the event that either party brings legal action against the other,the prevailing party will be reimbursed by the other for the prevailing party's legal costs, in addition to whatever other judgments or settlement sums,if any, may be due. Such legal costs will include, but not be limited to, reasonable attorney's fees,court costs,expert witness fees and other documented expenses,as well as the value of time spent by the prevailing party and those in his employ in researching the issues in question,discussing matters with attorneys and others, preparing for dispositions, responding to interrogatories, and any other related activity. The value of time spent and the expenses incurred will, on GAI part,will be computed based upon GAI prevailing fee schedule and expense reimbursement policy relative to the recovery of direct project costs.