Loading...
4.18 4.18 Services \\ Change Order #1-Chazen – Rockhurst Sewer District Map Plan Report – 7-12-2021 RESOLUTION AUTHORIZING TECHNICAL SERVICES CHANGE ORDER NO. 1 CONCERNING CHAZEN COMPANIES’ DEVELOPMENT OF ENGINEERING REPORT AND MAP, PLAN AND REPORT IN CONNECTION WITH PROPOSED ESTABLISHMENT OF NORTH QUEENSBURY/ROCKHURST SEWER DISTRICT RESOLUTION NO.: _____________________________________________________, 2021 INTRODUCED BY: ___________________________________________________ WHO MOVED FOR ITS ADOPTION SECONDED BY: ___________________________________________________ WHEREAS, the Queensbury Town Board is considering establishing a North Queensbury/Rockhurst Community Sewer District (District) in accordance with Article 12-A of New York Town Law, and WHEREAS, by Resolution No.: 270.2019, the Town Board accepted up to $25,000 in Grant funding from The Fund for Lake George toward establishment of the District to be used toward the cost of engineering studies and/or preparation of a Map, Plan and Report, and WHEREAS, by Resolution No.: 62.2020, the Town Board authorized engagement of The Chazen Companies (Chazen) for technical services associated with the development of an Engineering Report and Map, Plan and Report for the proposed District for a sum not to exceed $61,620 in accordance with Chazen’s September 27, 2019, Revised December 19, 2019 Proposal (Proposal), and WHEREAS, Chazen advised that they allocated $48,010 of the total amount toward completion of Task 01 of the Proposal, and WHEREAS, Chazen has completed the scope of Task 01 of the Proposal (preparation of an Engineer’s Report to evaluate three to four wastewater alternatives) and exhausted the $48,010 budget for Task 01; however, Chazen has been requested to add and evaluate an additional wastewater treatment option to the Engineer’s Report (an Enhanced Treatment Unit option connecting to a community sewer conveyance and soil disposal system) and as such, an additional fee of $8,800 is needed to complete this effort, and WHEREAS, Chazen has accordingly presented the Town with a Technical Services Change Order #1 dated July 8, 2021 in the amount of $8,800 detailing the additional costs for completion of Task 01, NOW THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes The Chazen Companies Technical Services Change Order #1 and the $8,800 increase in spending to $56,810 for completion of Task 01 for Chazen to add and evaluate an additional wastewater treatment option to the Engineer’s Report outside the original Scope of Chazen’s September 27, 2019, Revised December 19, 2019 Proposal as delineated in the preambles of this Resolution and as set forth in the Technical Services Change Order #1 dated July 8, 2021 substantially in the form presented at this meeting, bringing the new total contract price for services to be performed by Chazen to $70,420, and BE IT FURTHER, RESOLVED, that payment shall be paid from Engineering Account No.: 001-1440-4720- 0038 and shall be reimbursed as a cost of the improvement to the extent designated by the Town Board if the District is established, and BE IT FURTHER, 2 RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to amend the 2021 Town Budget by transferring $8,800 from Unappropriated, Undesignated Fund Balance to Engineering Account No.: 001-1440-4720-0038, make any adjustments, budget amendments, transfers or prepare any documentation necessary to provide for such payment, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute Technical Services Change Order No. #1 substantially in the form presented at this meeting and any other needed documentation, and BE IT FURTHER, RESOLVED, further authorizes and directs the Town Supervisor, Wastewater Director and/or Town Budget Officer to take any actions necessary to effectuate the terms of this Resolution. th Duly adopted this 12 day of July, 2021, by the following vote: AYES: NOES: ABSENT: 3 r THE NORTH COUNTRY OFFICE ChavnCivil Engineers 20 Elm Street,Suite 110 Land Surveyors — Planners Glens Falls, NY 12801 COMPAN I ES Environmental&Safety Professionals P:518.812.0513 or 888.539.9073 Landscape Architects Proud to be Employee Owned Transportation Planners&Engineers www.chazencompanies.com July 8, 2021 Mr.John Strough, Supervisor Town of Queensbury 742 Bay Road Queensbury, New York 12804 Re: Additional Services Technical Services Change Order#1 Rockhurst Community Sewer System Project Town of Queensbury, Warren County, New York Project No.:92000.12 Dear Supervisor Strough: The Chazen Companies(Chazen) is pleased to provide this Technical Services Change Order associated with the Rockhurst Community Sewer System.As recently discussed with the Town, Chazen has been asked to perform an additional service associated with Engineer's Report (Task 01) of this project. The Town has recently asked Chazen to develop and describe a 4th option for wastewater treatment within the Engineer's Report.To date we have prepared 3 options and have exhausted the budget for the engineer's report. The original budget for the development of the engineer's report was $48,010. We propose to add the aforementioned 4th wastewater treatment option for $8,800, as such the total budget for this task will be increased to $56,810. As discussed, during a meeting on May 25th with the Town and Rockhurst Community residents,the 4th option will consist of ETU units on each lot.connected to a municipal conveyance system that discharges to a soil disposal system south of the peninsula (in the same location as other options evaluated in the report). Chazen requires authorization of this task immediately so as to finalize the report with the aforementioned 4th option by July 30th. Chazen will not be able to provide a draft of the report to the Town prior to submission of the report as an attachment to a WQIP grant application (that will be developed under a separate project). However,we will provide a copy of the report to the Town when we submit the application. Limitations • We will not engage an electrical engineering subconsultant for evaluation of this option. • No further field work including but not limited to soil testing will be conducted in support of this option. New York: Hudson Valley• Capital District• North Country•Westchester Tennessee: Nashville• Chattanooga Oregon: Portland Chazen Engineering, Land Surveying&Landscape Architecture Co. DPC(NY) 9 Chazen Engineering Consultants,LLC(TN/OR) l John Sfrough,Supervisor July 8,2021 Page 2 of 2 Agreement Execution of this TSCO (below) will be our authorization to proceed. This TSCO is an extension of our original contract signed for this project, dated February 28, 2020. If you have any questions or require additional information, please do not hesitate to contact this office at (518)824-1926.Thank you! Authorized by: John Strough,Supervisor Signature: Date: Sincerely, Sean M. Doty, P.E., LEED AP, CPMSM Principal Director, Municipal Engineering Services cc: File Z:\projects\92000.92099\92000.00•Town of Queensbury\92000.12•T.Queensbury Rockhurst Sewer District.Eng Report\PM\92000.12.TCSO#Ldocx 4 RESOLUTION AUTHORIZING ENGAGEMENT OF THE CHAZEN COMPANIES FOR TECHNICAL SERVICES ASSOCIATED WITH DEVELOPMENT OF AN ENGINEERING REPORT AND MAP, PLAN AND REPORT RELATING TO PROPOSED ESTABLISHMENT OF NORTH QUEENSBURY/ROCKHURST SEWER DISTRICT RESOLUTION NO.: 62,2020 INTRODUCED BY: Mr.Anthony Metivier WHO MOVED ITS ADOPTION SECONDED BY: Mr. George Ferone WHEREAS, the Queensbury Town Board is considering establishing a North Queensbury/Rockhurst Community Sewer District (District) in accordance with Article 12-A of New York Town Law, and WHEREAS, by Resolution No.: 270.2019, the Town Board accepted up to $25,000 in Grant funding from The Fund for Lake George toward establishment of the District to be used toward the cost of engineering studies and/or preparation of a Map,Plan and Report, and WHEREAS, the Town Board wishes to engage The Chazen Companies (Chazen) for technical services associated with the development of an Engineering Report and Map, Plan and Report for the proposed District for a sum not to exceed $61,620 in accordance with Chazen's September 27,2019,Revised December 19,2019,proposal submitted at this meeting, NOW,THEREFORE,BE IT RESOLVED, that the Queensbury Town Board hereby authorizes and directs,engagement of The Chazen Companies for technical services associated with the development of an Engineering Report and Map, Plan and Report regarding the establishment of a North Queensbury/Rockhurst Community Sewer District (District) for a sum not to exceed $61,620 in accordance with Chazen's September 27, 2019, Revised December 19, 2019,proposal substantially A in the form submitted at this meeting, and upon completion thereof to file the Map, Plan and Report in the Town Clerk's Office, and BE IT FURTHER, RESOLVED, that payment for The Chazen Companies' services shall be paid from Engineering Account No.: 001-1440-4720-0038 and shall be reimbursed as a cost of the improvement to the extent designated by the Town Board if the District is established, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to amend the 2020 Town Budget by transferring$36,620 from Unappropriated, Undesignated Fund Balance to Engineering Account No.: 001-1440-4720-0038, make any adjustments, budget amendments,transfers or prepare any documentation necessary to provide for such payment,and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Wastewater Director, Town Counsel and/or Town Budget Officer to take any other actions necessary to effectuate the terms of this Resolution, and BE IT FURTHER, RESOLVED, that this Resolution is subject to a permissive referendum in accordance with the provisions of Town Law Article 7 and shall not take effect until such time as provided therein, and the Town Board authorizes and directs the Town Clerk to publish and post such notices and take such other actions as may be required by law for Resolutions subject to permissive referendum. Duly adopted this 13'h day of January,2020, by the following vote: AYES Mr. Ferone, Mr. Strough,Mr. Metivier, Mr. Freer NOES None ABSENT: Mrs. Switzer THE NORTH COUNTRY OFFICE Chmml-and Civil Engineers 20 Elm Street,Suite 110 Surveyors — Planners Glens Falls,NY 12801 COMPAN I ESO Environmental&Safety Professionals P:518.812.0513 or 888.539.9073 Landscape Architects Proud to be Employee owned Transportation Planners&Engineers www.chazencompanies.com September 27, 2019 Revised December 19,2019 Supervisor John Strough Town of Queensbury 742 Bay Road Queensbury, New York 12804 Delivered Via Email Only: johns@queensbury.net Re: Proposal for Professional Services Engineering Report and Map, Plan and Report—Rockhurst Community Town of Queensbury, Warren County, New York Proposal#PM19-149 Dear Supervisor Strough: The Chazen Companies (Chazen) are pleased to provide this proposal for technical services associated with the development of an Engineering Report and Map, Plan and Report for the proposed Rockhurst Sewer District. Please find our current project understanding,scope of services and associated fee schedule below. This proposal is outlined to provide professional services outlined herein to the Town of Queensbury("Town"). Project Understanding and Approach Several residents of Rockhurst have long desired that a public sewer system be installed to serve their community. In support of this initiative, The Fund for Lake George previously commissioned a study entitled "The Fund for Lake George Rockhurst Road Community Wastewater Treatment Feasibility Evaluation Queensbury (T)", dated November 3, 2016 ("FUND Report"), which began to evaluate potential options to service the area. Additionally, the Lake George Land Conservancy (LGLC) has recently been negotiating with a local land owner to purchase a parcel in the area, that could potentially serve as a site for a wastewater treatment plant. At this time, the Town desires that our office develop an updated study, consistent with the New York State Environmental Facilities Corporation (EFC)—Clean Water State Revolving Fund (CWSRF) Report Format. This is important because this report format is required to be eligible for EFC grants and loans. In addition, in anticipation of the formation of a special district, the Town would also like us to prepare a Map, Plan and Report for the project,once a project alternative is chosen. Considering the approach outlined above, Chazen offers the following scope of services: New York: Hudson Valley• Capital District• North Country• Westchester Tennessee: Nashville• Chattanooga Oregon: Portland Chazen Engineering, Land Surveying&Landscape Architecture Co. DPC(NY) • Clzazen Engineering Consultants, LLC(TN/OR) Supervisor Strough September 27,2019 Revised December 19,2019 Page 2 of 5 Scope of Services Task 01—Engineer's Report Under this task, Chazen will develop an Engineer's Report in accordance with CWSRF format. Generally, this includes the following: • Executive Summary • Project Background and History(including Site Information, Ownership and Service Area, Definition of the Problem, etc.) • Alternatives Analysis including 3-4 wastewater treatment methodologies • Summary and Comparison of Alternatives including overall project costs and estimated user costs. • Recommended Alternative • Required Permits and Approvals • Potential Funding Sources • Various additional items including discussion on energy efficiency best practices,identification of short- lived assets,etc.) More specifically,the report will study/include: • Starting with the FUND Report as a base to create the larger CWSRF formatted report, Chazen will analyze options for the collection of sewage from the Rockhurst area, along with identifying additional treatment system alternatives for the wastewater. We will work with Kathleen Suozzo, PE PLLC(KSPE), a certified WBE, who will subcontract to us to analyze treatment system alternatives and costs for the project. • Chazen will engage Jade Stone Engineering PLLC of Watertown (a Certified WBE) to identify electrical service needs as well as provide an opinion of probable cost for service and electrical costs for the proposed treatment and disposal facilities. • As part of the Engineer's Report, Chazen will also evaluate the installation of conventional/gray stormwater infrastructure for Rockhurst Road to help address long standing drainage issues on the road. This will also include potential use of proprietary treatment devices such as hydrodynamic units as well as to provide some treatment of stormwater runoff before it reaches Lake George. While we expect that conventional stormwater infrastructure will largely be required to serve the peninsula due to extensive physical constraints,we will look for opportunities to incorporate green infrastructure.At this time,we do not anticipate completing any soil testing in support of stormwater system analysis for the report. • Based on a recent request from the Kirkpatrick's, an option of routing the sewer via Cleverdale Road from Rockhurst Road to the proposed treatment facility will be explored as part of the report. • Lastly,we will conduct a preliminary analysis of serving Cleverdale with the proposed treatment system. This analysis will be limited to high level, order of magnitude cost estimates for infrastructure so that the potential affect on user costs for the planned district can be understood.The Cleverdale portion of Z:\Proposals\PN19\Municipal\PM19-149 T.Queensbury-Rockhurst Engineering Report and MPR\PM19-149-T Queensbury-Rockhurst Engineering Report and MPR-Revised 12.19.19.docx Supervisor Strough September 27,2019 Revised December 19,2019 Page 3 of 5 the report will not be developed to the extent that the Rockhurst project will,given that the Rockhurst project is the main focus of the report. • The report will include cost estimates for each alternative identified as well as potential user costs for the recommended alternative (which will depict both debt retirement and O&M costs). It is noted that limited soil testing has previously been advanced by KSPE as part of the FUND report.As part of this report additional deep soil testing pits and preliminary percolation testing will be perform on property owned by the Kirkpatrick's. As discussed at a recent meeting, we understand that the Kirkpatrick's intend to allow the Town/Town's agents to conduct soil testing on tax parcels 227.17-2-25 and 240.5-1-18. As such, we have included a total of two 8-hour days of exploratory soil testing (deep test pits and percolation tests). We will advance as much testing as can be completed in two 8-hour days. We assume that the Town Highway Department can provide a backhoe/excavator and operator to excavate the test pits. We also assume that the Town can provide water to testing locations for our office to advance percolation testing. If additional testing is required outside of what can be conducted in two days, we will provide the Town with a technical services change order for the same. The report will be presented in draft form to the Town 16-weeks after authorization. (Overall, we understand that the Town may wish to use this report for grant applications in 2020, as such we are prepared to provide it in time for the 2020 CFA process.)After the draft is reviewed,we will address any comments by the Town and submit the final report for the Town's use within 3-weeks of receipt of comments. With respect to schedule, please note that ability to perform soil test(frozen ground conditions or inaccessible site) may lead to delays in report delivery. Task 02—Map, Plan and Report&SEQRA Assistance Should the Town choose to move forward with establishing a Wastewater District, under this task,Chazen will prepare a Map, Plan and Report for the chosen alternative presented in the Engineer's Report (Task 1). The Map, Plan and Report will be developed in accordance with State standards and will include project description, project cost information and user cost information.Also under this task,Chazen will assist the Town with SEAR, by completing a Full EAF and assisting with coordinated review. It is noted that if the Town intends to seek EFC loan funding for the project, a FEAF and coordinated review is required. It is also noted that completion of the FEAF will be supported by desktop review of potential impacts (on-line consultations to SHPO, mapping review of wetland and ETR species). If it is determined that formal cultural resource assessments,wetland delineations, etc. are required to support the Town making a SEQR determination, a technical services change order will be provided to the Town for.said services. Task 03—Meetings Under this task, Chazen will attend up to six meetings for the project. Four of the meetings are anticipated to be progress meeting to discuss the development of the engineering report and MPR.Two of the meetings are anticipated to be for public hearings associated with district formation. For this task we have assumed a total 18 hours at$145/hour.This task will be billed on a time and materials basis. Z:\Proposals\PN19\Municipal\PM19-149 T.Queensbury-Rockhurst Engineering Report and MPR\PM19.149-TQueensbury-Rockhurst Engineering Report and MPR-Revised 12.19.19.doa Supervisor Strough September 27,2019 Revised December 19,2019 Page 4 of 5 Limitations This proposal includes the cost for only those services specifically outlined above. Additional items not addressed as part of this proposal include but are not limited to: • Land Surveying Services. • Detailed Design, Bidding or Construction Phase Services. • Site restoration due to the impacts of soil testing.There may be a need for the Town to seed and mulch areas following testing/access for testing. • Completion of any cultural resource,wetland or ecological resource surveys,or other field studies,etc. • It is assumed that any NYS Comptroller Review/Approval of the District will be coordinated/completed by the Town's legal counsel. • The client will arrange for all necessary permissions to allow Chazen and their employees to enter upon the lands of others as necessary to complete this proposed project, and to save and hold harmless Chazen its agents, servants, and employees from any claims for damages for trespass on the subject premises and adjoining lands. Professional Services Fee Schedule Chazen proposes to bill each task as indicated in the following Fee and Time Schedule Summary. Invoices will be issued monthly for all services performed during that month,and are payable upon receipt. Lump Sum tasks will be billed commensurately with the percentage of the task which has been completed. Time and Materials tasks will be billed based on the actual hours and reimbursable expenses incurred. Fees listed for Time and Materials tasks are estimates only. Chazen will make its best effort to complete each of these tasks within the estimated amounts; however it is possible that it will be necessary to exceed these amounts in order to complete the scope of services for each task. We will not exceed any estimated fee amounts without first notifying you. Reimbursable expenses which include our direct expenses, such as mileage, overnight mailings, extensive photocopying and map reproductions will be tracked under each task and will be billed for direct cost of the work to the Client. Fee and Time Schedule Summary Tasks Fee Estimates Proposed Schedule Task Task Lump Sum Time and Subconsultant Projected No. Description Fee Bill Materials Estimate(') Start/End Dates EstimateM 001 Engineer's Report $21,000 -- $5,040(JSE) Start: Upon $21,970(KSPE) Authorization End:20-weeks Z:\Proposals\PN19\Municipal\PM19-149 T.Queensbury-Rockhurst Engineering Report and MPR\P1V119-149-T Queensbury-Rockhurst Engineering Report and MPR-Revised 12.19.19.docx Supervisor Strough September 27,2019 Revised December 19,2019 Page 5 of 5 Tasks Fee Estimates Proposed Schedule Task Task Lump Sum Time and Subconsultant Projected No. Description Fee Bill Materials Estimate(') Start/End Dates Estimate(') 002 Map,Plan and Report and SEQRA $9,000 -- $2,000(KSPE) Start:Completion of Assistance Engineer's Report End:4-weeks 004 Meetings, Design Phase --- $2,610 --- As necessary Subtotal: $30,000 $2,610 $29,010 Total: $61,620 1 Fees listed for Time and Materials tasks, Sub-Consultants,and Reimbursable Expenses are estimates only. Fees for subconsultants include a 12%markup for Chazen's administrative efforts.Chozen will bill for actual hours and reimbursable expenses incurred,and will make its best effort to complete each of these tasks within the estimated amounts,although it is possible that it will be necessary to exceed these amounts in order to complete the scope of services for each task. We will not exceed any estimated fee amounts without written authorization from you. Agreement As formal direction to proceed, please provide authorization in accordance with the Town's procedures. If you have any questions or require additional information, please do not hesitate to contact this office at 518-824- 1926. Sincerely, Sean M. Doty, P.E., LEED AP,CPMSM Principal, Director Municipal Engineering Services cc: Chris Round,AICP,Senior Principal,VP Planning,Chazen Z:\Proposals\PN19\Municipal\PM19.149 T.Queensbury-Rockhurst Engineering Report and MPR\PM19-149-T Queensbury-Rockhurst Engineering Report and MPR-Revised 12.19.19.dou Professional. SerUic'es Agreenten.1. Proposal )"Umber: PM19-149 Project 'Vance:T/QBY -Eng Report and MPR - Rockhurst Pr(iecl A umber: AGREEMENT MADE this dace of 2020 by and between Chazen Engineering, Land Surveying& Landscape Architecture Co.. D.P.C. (CELSLA), a New York design professional corporation with its principal place of business at 21 Fox Street, Poughkeepsie. New York 12601 (hereafter referred to as "The Chazen Companies" or"Chazen") and Town of Queensbury (hereafter referred to as "Client"). 1. PURPOSE: Client hereby retains Chazen to perform the services described in the Proposal For Professional Services dated December 1S. 2020 which is hereby made a part of this Agreement. 2. COMPENSATION: Chazen's compensation for services shall be as stated in the Proposal For Professional Services. Cliazen shall submit invoices on or about the tenth day of each month. Invoices shall be payable upon receipt. Invoices not paid within 30 days will be assessed a finance charge of 1.5`:4, per month. At the beginning of each calendar year Chazen reserves the right to adjust its billing rates in accordance with Clazen's new annual fee schedule. Chazen may suspend its performance under this Agreement until all delinquent amounts due for services and expenses have been paid. All amounts due and owed Chazen under this Agreement shall be paid in full at the completion of services. Chazen may refuse to release reports, maps and materials prepared by Chazen for Client until all arrearages are paid in full. If Chazen is required to retain an attorney and/or collection agency to collect amounts due Chazen under this Agreement. Client agrees to pay Chazen's reasonable attorney's arid/or collection fees together with the costs and disbursements of anv such action. ZA retainer in the amount of 30 will be required prior to the initiation of services. This retainer will be held until the end of the project and applied to Client's final invoice. Any excess amount will be returned to Client. Final payment will be due upon delivery of the final work product(e.g. report,survey, etc.). ❑ 3. COOPERATION: Client agrees to keep Chazen informed of changes to the project scope and schedule, and shall arrange for and provide Chazen entry to property in order to perform the services. Client shall give Chazen prompt notice of any potentially hazardous or injurious conditions Client knows of or has reason to know of which may be present on property Chazen must enter. Client agrees to allow Chazen to display appropriate promotional signage during construction, and to allow Chazen to make a photographic record of the project prior to, during, and subsequent to construction. Client agrees to allow Chazen to use photographic images, along with information about the project and/or a description of the services provided, for promotional purposes without restriction or monetary compensation. •1. PROJECT DOCUMENTS: A. All Documents which may include, but are not limited to, Plans, Specifications, Survey Plats. Technical Reports and Correspondence are instruments of service with respect to this Project, and Chazen shall retain an ownership and property interest therein, including the right to reuse the Documents.The right to alter the Documents belongs only to Chazen. B. Client and Clients contractors or other consultants may rely only upon printed copies (also known as hard copies) of Documents that are signed and sealed by a Licensed Professional employed by Chazen. If there is any discrepancy between printed copies and any electronic copies, the most recent version of the printed and certified copies govern. C. Any electronic copies (files) provided will be provided solely as a convenience and shall NOT be considered "Contract Documents,""Construction Documents"or any type of certified document.All documents considered "Contract Documents," "Construction Documents" or any type of certified document shall consist only of printed copies having an original signature and seal of a Licensed Professional employed by Chazen. D. Be advised that electronic copies of Documents can deteriorate or be inadvertently modified without Chazen's consent, or may be otherwise corrupted or defective. Accordingly, Client and Client's contractors or other consultants may not rely upon the accuracy of any electronic copies of Documents. NY-2020-VI The Chozen Companies Page I of 3 Professional Services Agreement. Proposal ftunber: PM19-149 Project Vance:T/QBY - Eng Report and MPR- Rockhurst Project Number: E. Any use, conclusion or information obtained or derived from electronic copies of Documents by Client or Client's contractors or other consultants will be at Client's sole risk and without liability to Chazen. Client shall defend, indemnify.and hold harmless Chazen and its officers, directors, representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including attorneys'fees)arising from any use whatsoever or reliance on electronic copies of Documents. F. Client understands that Documents are not intended or represented to be suitable for any purpose other than that for which they were created. Any reuse or modification of Documents by Client or Client's contractors or other consultants will be at Clients sole risk and without liability to Chazen. Client shall defend, indemnify, and hold harmless Chazen and its officers, directors, representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including attorneys' fees) arising from any reuse or modification of Documents. G. .Client understands that it is a violation of New York State Education Law for any person to alter in any way any Document that has been signed and sealed by a Professional Engineer or Land Surveyor, unless he or she is acting under the direction of a licensed Professional Engineer or Land Surveyor and that the altering professional signs and seals the document and describes the alteration. 5. RISI{S. INSURANCE & LIMITATION OF LIABILITY: Client and Chazen have discussed the risks, rewards and benefits of the project and Chazen's fees for services under this Agreement. Client and Chazen have also discussed the allocation of risk associated with their respective duties under this Agreement and agree• to the fullest extent permitted by law: A. Chazen shall carry and maintain Workers Compensation. General Liability, automobile Liability and Professional Liability insurance. Chazen will provide Client certificates of insurance upon request. Chazen will be responsible for the negligent actions of Chazen, and the employees and subcontractors of Chazen, within the terms and conclicions of the insurance coverage maintained by Chazen, subject to the limitation of liability set forth in paragraph 5(C) below. Chazen will not be responsible for any loss or Liability, or any violation of law, rule, regulation or decree by Client or the employees,agents,contractors.or consultants of Client. B. Chazen agrees that it will not bring hazardous or toxic materials onto Client's property. Client understands that the ordinary course of work performed by Chazen may result in the excavation and relocation of hazardous or toxic materials that were on or under the property before Chazen began its work. Client understands that Client is solely responsible for the cost of investigating, removing, and remediating such materials. C. Chazen's liability for claims related to professional services errors or omissions under this Agreement, however arising, shall be Limited to the lesser of$1.000,000 or the total compensation received by Chazen from Client, and Client hereby releases Chazen from any Liability or contribution above such amount. This limitation of liability shall include but not be limited to Chazen's negligence, errors, or omissions. In no event shall Chazen be liable for incidental or consequential damages, including loss of profits or revenue resulting from any cause or causes. 6. TERMINATION: In the event of substantial failure by either party to perform under this Agreement, the aggrieved party niay terminate this Agreement upon seven(7) clays written notice. If this Agreement is terminated. Client shall remit all monies due Chazen within 30 clays. Cliazen at its sole discretion, may terminate this Agreement when it reasonably believes there may be conditions) which threaten the health and safety of Chazen personnel and subcontractors. Chazen assumes no duty to report hazardous or dangerous conditions not caused by Chazen and shall rely exclusively upon Client to report any such conditions. 7. SEVERABILITY: If any provision of this Agreement is held invalid such provision shall have no effect, but all remaining provisions shall continue in full force and effect. Each provision of this Agreement shall be interpreted so as to render it valid. 8. NOTICES: All notices shall be in writing and shall be sufficient if sent by first class mail or overnight mail to the addresses of Client and Chazen as shown herein. Notices shall be deemed as received three (3) business clays after mailing. Each party hereby agrees to accept all mailed and hand delivered communications. 9. ENTIRE AGREEMENT: This Agreement and any attachments and exhibits identified herein represent all of the promises, agreements,conditions, understandings, and undertakings between Client and Chazen. !VY-020-V1 The C/ta-zen Companies Page 2 of 3 Professional Services Proposal !'umber: PM19-149 Project Name:T/QBY -Eng Report and MPR- Rockhurst Project Number: 10. AMENDMENTS: This Agreement shall bind Client and Cha•ren and their successors and assigns. The parties may, by written agreement(s), modify and amend this Agreement. Any such amendment must be in writing and be signed by the party against whom enforcement of the amendment is sought. No breach of any part of this Agreement shall be deemed waived unless expressly waived in writing by the party who might assert such a breach. The failure of any party to insist in any one or more instances upon strict performance of this Agreement shall not be construed as a waiver of the right-, to insist upon strict performance. 11. GOVERNING LAW: This agreement shall be governed and construed by the laws of the State of New York. For purposes of any legal action or suit.related to or arising out of this Agreement venue shall be Dutchess County, New York. U. COUNTERPARTS: This Agreement, and any amendments or revisions thereto, may be executed in two or more counterparts each of which shall be deemed an original, but which together shall constitute one and the same instrument(s). 13. REPRESENTATIONS: Client and Chazen state that each has full power and authority to make, execute and perform this Agreement. Signatory for Client states that he is an officer, owner, partner, agent or attorney for Client. Neither Client nor Chazen is bankrupt or have availed themselves of any debtor's remedies nor are currently contemplating such. Town of Queensbury CLIENT 'rHE CHAZEN COMPANIES y , Chazen.Engineering, Land Surveying &Landscape Architecture Co., D.P.C. - r` Printed Name: F �'TL-L r&WN iser Printed Name: )` ' }'�'-' Date: GZ i / 5-� ZC,ZL-C Date: NY-2020-V1 The Chazerb Companies Page 3 of.3