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HomeMy WebLinkAboutGeneral Advisary Airport Consulting Agreement Augusta Richmond GA DOCUMENT NAME: Gse.:l0UlL (lOV;SOR'f A: ~poeT C o~ltJ~ A?> f?e'6Jov.rr DOCUMENT TYPE: A l:) ({.~ M e.~T YEAR: ~ {)C) 'd--. BOX NUMBER: /lp FILE NUMBER: J /..p 3 3> '7 NUMBER OF PAGES: ;)l) .. AUGUSTA-RICHMOND COUNTY COMMISSION JAMES B. WALL CITY ATTORNEY LEE BFJ\RD TOMMY BOYLF..5 ULMER BRIDGES ANDY CIlEEK BORBY G. HANKERSON WILLIAM B. KUIILKE, .JR. WM. "WILLIE" H. I\1A YS, III STEPIIEN E. SHEPARD MARION WILLIAMS BOB YOUNG Mayor P.O. Box2125 454 GREENE STREET AUGUSTA, GA 30903 Bus. (706) 821-2488 FAX No: (706) 722-5984 E-MAIL: JWALL@co.RICHMOND.GA.US GEORGE R. KOLB Administrator RICHARD L. COLCLOUGH Mayor Pro Tem September 12,2002 Ms. Lena Bonner Clerk, Commission 8th Floor; City-County Bldg. Augusta, GA 30911 RE: General Advisory Airport Consulting Agreement with Black & Veatch Our File No. AR-61-038 Dear Lena: I enclose herewith one fully executed copy of the original agreement between Black & Veatch Corporation and the Augusta Aviation Commission for consulting services at Augusta Regional Airport at Bush Field. Please include this in the City's permanent records. By carbon copy of this letter I am forwarding a duplicate original to Ken Kraemer. I have also forwarded a fully executed original to Mike Moroney at Black & Veatch. With best personal regards, I an1 ry truly, JBW/sjp Enclosure Cc.: Mr. Ken Kraemer Ms. Eve Crawley .:i PROFESSIONAL SERVICES AGREEMENT GENERAL ADVISORY AIRPORT CONSULTING AGREEMENT AUGUSTA REGIONAL AIRPORT THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter referred to as the "AGREEMENT"), entered into as of ~~ ~o, da>~ by and between BLACK & VEATCH CORPORATION, hereinafter referred to as CONSULTANT and AUGUSTA AVIATION COMMISSION, an instrumentality of Augusta, Georgia, hereinafter referred to as OWNER, WITNESSETH THAT: WHEREAS, the OWNER has established its vision for the Augusta Regional Airport at Bush Field (Airport) as the second major airport in Georgia; and WHEREAS, to achieve the vision for the Airport, the OWNER and Airport Management must undertake a series of steps aimed at (1) developing the Airport as an activity center for both aeronautical and non-aeronautical activities; (2) establishing the Airport as a major economic generator for the Augusta Region; and (3) taking steps to improve air service and fares at the Airport; and WHEREAS, the OWNER, in the operation of the Airport, requires general advisory airport consulting services to be provided to assist in achieving its vision through development and implementation of a Strategic Plan; WHEREAS, the OWNER has decided to retain an airport consultant to assist with development of the business and financial portions of the strategic plan and assist in capital project implementation; and Page ] of 1 7 August 20, 2002 WHEREAS, the OWNER selected CONSULTANT as a result of a nation-wide competitive selection process; and WHEREAS, the services may be funded in part with Federal Aviation Administration Grants issued to the OWNER by the Federal Aviation Administration; and WHEREAS, the OWNER has authority to contract for such professional services; and WHEREAS, CONSULTANT represents that it is specially trained, experienced, expert and competent to perform the services required by the OWNER as above listed. NOW, THEREFORE, the parties do mutually agree as follows: 1. EMPLOYMENT OF CONSULTANT The OWNER hereby engages CONSULTANT and CONSULTANT hereby agrees to provide general advisory airport consulting services hereinafter set forth. 2. TERM This AGREEMENT shall be effective commencing upon approval by the Augusta-Richmond County Commission and shall remain in effect until May 31, 2007 unless otherwise terminated in accordance with the provisions of this AGREEMENT. 3. SCOPE OF SERVICES CONSUL T ANT shall perform general advisory airport consulting services including, but not necessarily limited to: (1) assisting airport management and City Attorney with airline negotiations; (2) assisting airport management and City Attorney with preparation of a Page 2 of 17 August 20, 2002 scheduled airline operating agreement and terminal building lease; (3) recommending to and designing for airport management rates and charges models and assisting in the integration of models with airline negotiations; (4) preparing financial feasibility studies and issuing opinions in connection with any revenue bond financing for airport improvements; (5) preparing Passenger Facility Charge application(s); (6) concession planning and development services; (7) development management services for real estate development; (8) economic services involving aviation demand forecasting, market analysis, and economic impacts; (9) assistance with financial management issues and financial planning; (10) assistance with preparation of a Property Management Plan; (11) assistance with preparation and implementation of a Revenue Development Plan; and (12) general business planning. CONSUL T ANT shall not proceed with the scope of serVIces until such time as this AGREEMENT is executed and the OWNER provides written authorization to proceed. FAA approval of scope will be obtained for FAA funded items and tasks. Each assignment conducted by CONSULTANT pursuant to this AGREEMENT shall be performed only pursuant to a written authorization ("Work Authorization") expressing authorizing the specific service and issued by the OWNER. The Work Authorization shall set forth the subject matter, nature and extent of the service to be provided by CONSULTANT. CONSUL T ANT shall perform such services in consultation with the OWNER. Upon issuance by the OWNER, a Work Authorization shall become a part of this AGREEMENT as if expressly set forth herein. Words and phrases defined herein shall have the same meanings when used in a Work Authorization. The OWNER, in consideration of the performance of the CONSULTANT's undertakings under this AGREEMENT, pursuant to Work Authorizations fully executed by the OWNER and CONSULTANT, shall pay the CONSULTANT the consideration determined in each Page 3 of 17 August 20, 2002 Work Authorization; which consideration shall constitute complete payment for all services furnished in connection with the work required to be performed under the Work Authorization. 4. CHANGES No changes in the scope of services shall be made unless agreed to in writing by both the OWNER and CONSULTANT and amended to this AGREEMENT. Any such changes in the scope of services may require changes to the time of performance and compensation as set forth herein. Any such changes to the time of performance or compensation shall be subject to mutual agreement between the OWNER and CONSULTANT and shall be incorporated in written amendments to this AGREEMENT. 5. COMPENSA TION The OWNER agrees to pay CONSULTANT an amount not to exceed the professional service fees and out-of-pocket expenses described in Exhibit A. Upon mutual written agreement, the Compensation amounts specified in Exhibit A may be modified. The amount of compensation and method of payment will be established when each planning Work Authorization is developed and presented for approval. 6. METHOD OF PAYMENT The OWNER shall pay CONSULTANT for services under this AGREEMENT in accordance with monthly invoices to be submitted by CONSULTANT. Each such invoice shall cover services performed during the preceding month and shall be for an amount calculated as provided in the Work Authorization. The OWNER shall pay CONSULTANT's invoiced amounts within thirty (30) days following OWNER's receipt thereof. In the event of disputed billing items, CONSULTANT shall, upon request by OWNER, and the parties shall negotiate in good faith to resolve such dispute. CONSULTANT's failure to furnish such supporting data shall constitute waiver and release of any claim again OWNER with respect to such invoiced Page 4 of 17 August 20, 2002 items. 7. INDEPENDENT CONTRACTOR It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of OWNER. OWNER is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of this AGREEMENT; and as an independent contractor, CONSULTANT hereby indemnifies and holds OWNER harmless from any and all claims that may be made against OWNER based on any contention by any third party than an employer-employee relationship exists by reason of this AGREEMENT. It is further understood and agreed by the parties hereto that CONSULTANT, in the performance of its obligations hereunder, is subject to the direction of OWNER as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by CONSULTANT for accomplishing the results. If, in the performance of this AGREEMENT, any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONSULTANT. Page 5 of 17 August 20, 2002 It is further understood and agreed that as an independent contractor and not an employee of OWNER, neither CONSULTANT nor CONSULTANT's assigned personnel shall have any entitlement as an OWNER employee, or right to act on behalf of OWNER in any capacity whatsoever as agent, or to bind OWNER to any obligation whatsoever. 8. SUBCONTRACTORS. The OWNER recognizes that in the performance of this AGREEMENT, CONSULTANT will lead a team of professional consultants including Williams-Russell & Johnson, Inc.; Tatus & Associates, LLC; IBM, Incorporated; and Gallup & Associates. Appropriate elements of some tasks will be subcontracted by CONSULTANT to these firms, which services shall be specifically described and included in each Work Authorization; provided, however, nothing herein shall be construed as relieving CONSULTANT from its obligations hereunder. It is understood and agreed that OWNER shall look solely to CONSULTANT to perform the services under this AGREEMENT. 9. OWNERSHIP OF WORK PRODUCT All documents, data, plans, reports, and other work products prepared by CONSULTANT under this AGREEMENT shall become the property of the OWNER and may be utilized by the OWNER, or its agents, for any purpose whatever without additional fee, royalty or other payment to CONSULT ANT. CONSULTANT shall have the right to retain copies of such documents, work products and other materials for its records. 10. DATA TO BE FURNISHED TO CONSULTANT All data, reports, records, plans, maps, and other information as are available, in the OWNER's custody, and necessary to carry out the scope of services under this AGREEMENT shall be furnished to CONSULTANT without charge by the OWNER in a timely manner. The OWNER shall cooperate with and assist CONSULTANT in obtaining all other information Page 6 of 17 August 20, 2002 necessary to carry out the scope of services. CONSUL T ANT shall have no liability for defects in the serVIces attributable to CONSULTANT's reliance upon or use of information, data, design criteria, drawings, specifications, or other information furnished by OWNER or third parties retained by OWNER. 11. COORDINATION BETWEEN OWNER AND CONSULTANT Continuing coordination and communications shall be maintained between CONSULTANT and the OWNER to ensure the timeliness and applicability of activities and findings. To expedite such coordination and communications, the OWNER designates the Executive Director of the airport as its representative who together with its Project Management Team, the CONSULTANT shall direct all correspondence, progress reports, requests for information or assistance, and other materials. The OWNER shall provide information, assistance, and review comments on reports and other interim products as provided for in the scope of services under this AGREEMENT and shall provide other necessary information and assistance in a timely manner so as to allow achievement of the scope of services and time of performance specified herein. 12. PERSONNEL CONSUL T ANT represents that it has, or will obtain at its own expense, all persOlmel required to perform the scope of services required under this AGREEMENT. Any and all persons engaged by CONSULTANT to perform the scope of services shall be considered employees of CONSULTANT and not of the OWNER. All of the servIces required hereunder shall be performed by CONSULTANT and its Page 7 of 17 August 20, 2002 subcontractors, if any, and all personnel engaged in such services shall be properly qualified and authorized under applicable State and local laws to perform such services. 13. NO HIRE CONSUL T ANT shall not engage in employment discussions with an official or employee of OWNER who has worked or participated personally and substantially in the bidding, contracting, or the contracting process for this contract, for the purpose of inducing or attempting to induce such official or employee to leave Augusta's employ. Failure to comply with this provision shall be considered a breach of the contract and grounds for rescission of the AGREEMENT. 14. AUTHORITY OF CONSULTANT It is understood that CONSUL T ANT is to provide information, research, advice, recommendations and consultation services to the OWNER. CONSULTANT shall possess no authority with respect to any OWNER decision. OWNER is responsible for and shall make all governmental decisions related to the work of CONSUL T ANT. 15. PROFESSION SERVICES CONSUL T ANT agrees that the work hereunder shall be performed and completed in a professional manner. All services shall be performed in the manner and according to the professional standards observed by competent practitioners of the profession engaged. 16. TERMINATION OF AGREEMENT FOR CAUSE If, through any cause, CONSULTANT shall fail to fulfill in a timely and proper manner its obligations under this AGREEMENT, or if CONSULTANT shall violate any of the covenants, agreements, or stipulations of tIns AGREEMENT, the OWNER shall thereupon have the right to terminate this AGREEMENT by giving written notice to CONSULTANT of Page 8 of 17 August 20, 2002 such termination and specifying the effective date thereof at least ten (10) days before the effective date of termination. If, through any cause, the OWNER shall fail to fulfill in a timely and proper manner its obligations under this AGREEMENT, or if the OWNER shall violate any of the covenants, agreements, or stipulations of this AGREEMENT, CONSULTANT shall thereupon have the right to terminate this AGREEMENT by giving written notice to the OWNER of such termination, and specifying the effective date thereof, at least ten (l0) days before the effective date of termination. 17. TERMINATION FOR CONVENIENCE This AGREEMENT may be terminated in whole or in part in writing by either party without cause on sixty (60) days written notice. 18. PAYMENT UPON TERMINATION Upon receipt of a termination notice, the CONSULTANT shall promptly discontinue all services affected (unless the notice directs otherwise). In the event of any such termination by CONSULTANT or the OWNER, copies of all finished and unfinished documents, data, plans, reports, and other materials prepared by CONSULTANT under this AGREEMENT shall become the property of the OWNER and, at its option, shall be provided to the OWNER, provided, however, that CONSULTANT shall have the right to retain copies of such documents and other materials for its records, and provided further that CONSULTANT shall be entitled to receive just and equitable compensation for all work completed on such documents and other materials and for reasonable documented termination expenses. 19. NOTICES Except as provided for otherwise herein, all notices, requests, demands, and other Page 9 of 17 August 20, 2002 communications required or permitted pursuant to this AGREEMENT shall be made in writing and shall be deemed to have been duly given if personally delivered or deposited in the United States mail, first class postage prepaid, and addressed as follows: TO OWNER: Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30906 Attn: Executive Director TO CONSULTANT: Black & Veatch Corporation 8400 Ward Parkway Kansas City, Missouri 641 l4 Attn: Mr. Bart Foster Either party shall have the right by giving fifteen (15) days prior written notice to the other, to change the address at which it will receive any communications. 20. AMENDMENT This AGREEMENT may be amended only by written instrument executed by both parties or their respective successors or assigns. No restrictions, promises, warranties, covenants, or undertakings shall exist other than those expressly set forth herein. 21. ASSIGNABILITY CONSULTANT and the OWNER each binds itself and its assIgnees and successors in interest to the other party, and to the assignees and successors in interest of such other party, in respect to all covenants of this AGREEMENT. Any successor to CONSULTANT shall have Page 10 of 17 August 20, 2002 and retain in its employ staff with the necessary qualifications, expenence, and resources satisfactory to the OWNER to ensure that such successor shall be fully capable of performing the services required hereunder. 22. NO THIRD-PARTY RIGHTS This AGREEMENT shall not create any right in or benefit to parties other than the OWNER and CONSULTANT and their assignees and successors. 23. NO JOINT VENTURE Nothing herein shall be construed to imply a joint venture or principal and agent relationship between the OWNER and CONSULTANT, and neither party shall have any right, power, or authority to create any obligation, express or implied, on behalf of the other. 24. DOT TITLE VI ASSURANCES During the performance of this AGREEMENT, CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: (a) Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter, "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. (b) Nondiscrimination: During the performance of this AGREEMENT, CONSULTANT agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, or physical handicap. CONSUL T ANT will take affirmative action to ensure that applicants are employed, Page 11 of 17 August 20, 2002 and that employees are treated during employment, without regard to their race, color, religion, sex, age, national origin, or physical handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment adve11ising, layoff or termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrim- ination clause, and shall not participate either directly or indirectly in discrimination prohibited by Section 21.5 of the REGULATIONS. (c) Solicitations for Subcontracts, Including Procurements of Materials ami Equipment: In all solicitations either by competitive bidding or negotiations by CONSULTANT for work to be performed under any subcontract, including procurements of materials or leases or equipment, each potential subcontractor or supplier shall be notified by CONSUL T ANT of CONSULTANT's obligations under this AGREEMENT and the REGULA TIONS relative to nondiscrimination on the grounds of race, color, religion, sex, age, national origin, or physical handicap. (d) Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Required for 49 CFR Part 29: CONSUL T ANT certifies, by execution of this AGREEMENT, that neither it nor any of its principals is presently debarred, suspended, proposed for debamlent, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. CONSULTANT further agrees by executing this AGREEMENT that it will include this clause without modification in any lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the lower tier participant is unable to certify to this statement, it shall attach an explanation to its contract. Page 12 of 17 August 20, 2002 (e) Information ami Reports: CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the OWNER or the Federal Aviation Administration to be pertinent to ascertain compliance with such REGULATIONS, orders, and instructions. Where any infonnation required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish such information, CONSULTANT shall so certify to the OWNER or the Federal Aviation Administration as appropriate, and shall set forth what efforts it has made to obtain the information. (f) Sanctions for Noncompliance: In the event of CONSULTANT's noncompliance with the nondiscrimination provisions of this AGREEMENT, the OWNER shall impose such sanctions as it or the Federal Aviation Administration may determine to be appropriate, including but not limited to: (1) Withholding of payment to CONSULTANT under this AGREEMENT until CONSUL T ANT complies, and/or (2) Cancellation, termination, or suspension of the AGREEMENT in whole or in part. (g) Incorporation of Provisions: CONSULTANT shall include the Paragraphs 19(a) through 19(f) in any subcontract, including procurements of materials and leases of equipment, unless exempted by the REGULA nONS or directives issued pursuant thereto. CONSUL T ANT shall take such action with respect to any subcontract or procurement as the OWNER or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that in the event CONSULTANT becomes involved in or is threatened with Page 13 of I 7 August 20, 2002 litigation with a subcontractor or supplier as a result of such direction, CONSULTANT may request the OWNER to enter into such litigation to protect the interests of the OWNER and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. 25. AVAILABILITY OF RECORDS CONSUL T ANT agrees to keep time and expense records covering direct costs pertaining to the services performed under this AGREEMENT and to make such records available to authorized representatives of the OWNER, the Federal Aviation Administration, and the Comptroller General of the United States during the term of the AGREEMENT and for a period of not more than three (3) years following the final payment for services performed under the AGREEMENT. 26. NO WAIVER The failure of either party to enforce at any time, or for any period of time, the provisions hereof shall not be construed as a waiver of such provisions or of the rights of such party to enforce each and every provision. No OWNER payment to CONSULTANT for services performed under this AGREEMENT shall be construed as a waiver of any rights under this AGREEMENT. 27. APPLICABLE LAWS CONSUL T ANT agrees to perfonn the scope of services required hereunder in compliance with all applicable local, State, and federal laws. 28. SEVERABILITY In the event of any judicial determination that any portion of this AGREEMENT is invalid or unenforceable, the invalidity or unenforceability of any particular provision shall not affect the Page 14 of 17 August 20, 2002 other provisions of this AGREEMENT and this AGREEMENT shall be construed In all respects as if such invalid or unenforceable provisions were omitted. 29. CAPTIONS The captions contained in this AGREEMENT are for reference only and are in no way to be construed as part of this AGREEMENT. 30. INSURANCE During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following minimum levels of insurance: A. General Liability Insurance, with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate. B. Automobile Liability Insurance, with a combined single limit of $1,000,000 for each person and $1,000,000 for each accident. C. Workers' Compensation Insurance in accordance with statutory requirements and Employers' Liability Insurance, with a limit of $500,000 for each occurrence. D. Professional Liability Insurance, with a limit of $1 ,000,000 annual aggregate. 31. HOLD HARMLESS CONSUL T ANT shall indemnify and hold the OWNER harmless from all claims and liabilities for bodily injury to or death of any person and for damage to or destruction of property resulting solely from the negligence or willful misconduct of CONSULTANT or its employees in the performance of services under this AGREEMENT. 32. COPYRIGHT No reports, maps, plans, or other documents produced under this AGREEMENT shall be the subject of an application for copyright by or on behalf of CONSULTANT. Page 15 of 17 August 20, 2002 33. DISADVANTAGED BUSINESS ENTERPRISE (DBE) ASSURANCES Tills AGREEMENT is subject to the requirements of 49 CFR Part 23 regarding the participation of DBEs, as defined in 49 CFR Part 23, in contracts financed in whole or in part with federal funds. CONSUL T ANT agrees to take all necessary and reasonable steps to ensure that DBEs have opportunities to compete for and perform any subcontracts under this AGREEMENT. CONSUL T ANT further agrees that it will not discriminate on the basis of race, color, national origin, or sex in connection with the award or performance of any subcontract under this AGREEMENT. 34. VENUE All claims, disputes and other matters in question between the OWNER and CONSULTANT arising out of or relating to this AGREEMENT, or the breach thereof, shall be decided in the superior court of Richmond County, Georgia. CONSUL T ANT, by executing this AGREEMENT, specifically consents to venue in Richmond County and waives any right to contest the venue in the Superior Court of Richmond County, Georgia. 35. OPEN RECORDS CONSUL T ANT Acknowledges that under Georgia law its records, accounts, operating records, documents, spreadsheets and all correspondence relating to the scope of services, and other documentation pertaining to the scope of services, may be public records subject to Georgia's Open Records Act (O.C.G.A. 9 50-18-70, et seq.). CONSULTANT agrees to deliver immediately to the OWNER any request made to CONSULTANT under the Georgia Open Records Act and to cooperate fully in responding to any request made either to OWNER or CONSULTANT and making all records, not exempt, available for inspection and copying as provided by Georgia law. Page 16 of 17 August 20, 2002 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be signed and intend to be legally bound hereby. ATTEST: AUGUSTA AVIATION COMMISSION: ~BY ~$; 7I~ ~ Title: l ~ Date: q /0 t:J ~ By: Title: Date: ATTEST: AUGUS BYtih;;~4f/{) , q;Jy Title:~i;~ Title: Date: '0 '0 Date: ~1l1rll ct/lt1 6"2-' APPROVED AS TO FORM: By: ATTEST: BLACK & VEATCH CORPORATION: By: 4 c~ Title:~~o!.J ~.Jtr- Date: ~I z.. ., I 0 ~ Page 17 of 17 August 20, 2002 EXHIBIT A COMPENSATION PROVISIONS This is an exhibit attached to and made a part of the AGREEMENT between the OWNER and the CONSULT ANT for professional consulting services. The OWNER agrees to compensate the CONSULTANT for services performed in accordance with one of the following methods as hereinafter set forth. It is further agreed that such compensation includes both direct and indirect costs chargeable to the Work Authorization under generally accepted accounting principles. The method of payment and the amount of payment for specified services shall be detailed in each Work Authorization. The receipt of an approved Work Authorization will constitute the CONSULTANT's Notice-to-Proceed. Unless otherwise approved in writing, the CONSULTANT is not to undertake any work prior to the receipt of an approved Work Authorization executed by the OWNER. 1. Cost Plus Fixed Fee Under this method of payment, the CONSULTANT's compensation will be equal to direct hourly cost times a factor to cover overhead plus direct non-salary expense and a fixed fee to cover profit. The cost may be more or less than estimated or may be a "not to exceed" anlOlmt, but the fixed fee will neither increase nor decrease, unless there is a change in the scope, complexity, or duration of the work. In that event, the fixed fee would be subject to re-negotiation. Should the total cost be more than the estimated budget in an approved Work Authorization, a supplemental Work Authorization covering the additional costs of the particular task in question will be prepared by the CONSULTANT and submitted to the OWNER for review and approval. 2. Hourly Fee Schedule and Subconsultants Under this method of payment, the CONSULTANT's compensation will be based on actual hours worked, by discipline, times the then current fee schedule, plus direct non-salary expenses, including the direct costs of subconsultants plus a lump sum administrative fee. The current fee schedule is as follows: Rate per Hour Black & Veatch, Principal $165-235 Richard Judy Michael G. Moroney Max Murdoch $170 $224 $177 Page I of2 August 20, 2002 ~ Daniel C. Orcutt $165 Jolm Pfeifer $170 Lisa J Stanton $177 Corey Wi lliams $224 Senior Consultant $120 - 180 Douglas K. Adams $]44 Grant B. Olsen $]50 Consultants $90 - 135 Diana Hopkins $115 Lisa A. Ryan $ 90 Project Analysts $50 - 105 Graphic Designers/Planning Technicians/Editors $50 - ] 05 Administrators $40 - 85 Technology Charge (Computer usage) $10.00 3. Lump Sum For work that can be defined and delineated in advance, payment to the CONSUL T ANT will be made on the basis of a lump sum. The agreed lump sum shall represent full payment for all payroll, overhead, profit, and other direct non-salary expenses as hereinafter described. The lump sum will not increase nor decrease unless there is a change in the scope, complexity, or duration of the work. In that event, the lump sum would be subject to re-negotiation, and CONSULTANT will prepare and submit a supplemental Work Authorization for OWNER approval. 4. Expenses Out-of pocket expenses for telephone calls, transportation, travel related expenses, and subsistence, reproduction of reports, and other services and materials will be billed at actual cost. Page 2 of2 August 20, 2002