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HomeMy WebLinkAboutFishers Island Sewer District Engineering Services MARTIN D. FINNEGAN TOWN ATTORNEY mar tin.finnegan@ town.southold.ny.us JENNIFER ANDALORO ASSISTANT TOWN ATTORNEY j en nifer.andaloro@town.southold.ny.us LORI M. HULSE ASSISTANT TOWN ATTORNEY lorL hulse@t own.southold.ny.us SCOTT A. RUSSELL Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD RECEIVED December 20, 2012 $outhold Town Clerk VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED Mr. A. Graham Curtis, P.E., Chief Operating Officer Diversified Technology Consultants, Inc. 2321 Whitney Avenue, Suite 301 Hamden, CT 06518 RE: Fishers Island Sewer District Engineering Services 2005 - 2012 Dear Mr. Curtis: On November 19, 2012, the Town informed Diversified Technology Consultants, Inc. (DTC) that it was terminating the existing professional services Agreement between the Town and DTC and demanding the immediate return by mail of any and all Fishers Island Sewer District documents and materials in DTC's possession. To date, the Town has not received the requested documents. Demand is hereby made for the immediate return of any and all documents and materials pertaining to the Fishers Island Sewer District that are in DTC's possession. ~innegan Town Attorney MDF/Ik cc: Members of the Town Board Ms. Elizabeth A. Neville, Town Clerk Mr. Michael Collins, Engineer RESOLUTION 2012-299 ADOPTED DOC ID: 7740 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-299 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 27, 2012: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Proposal between the Town of Southold and Diversified Technology Consultants~ Inc. dated March 6~ 2012 for engineering services relating to maintenance of the wastewater facilities and compliance with NYS DEC requirements for the Fishers Island Sewer District for 2012, at a cost not to exceed $12,100.00, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Albert Krupski Jr., Councilman SECONDER: William Ruland, Councilman AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell ENGINEERED SOLUTIONS LAN D STRUCTURES WATER ORIGINAL March 6, 2012 Supervisor Scott A. Russell Town Hall, 53095 Route 25 P. O. Box 1179 Southold, New York 11971 RE: Fishers Island Sewer District - Engineering Services for the Year 20t2 DTC Proposal Number: t2-173-000 Dear Supervisor Russell: Diversified Technology Consultants, Inc. (DTC) is pleased to submit to you this proposal to provide engineering services to assist the Fishers Island Sewer Distdct during the year 2012. The enclosed proposal details DTC's scope and fee for the design, as we understand it from our review of the information provided and our discussions. We hope that you will give us your comments so that any modifications can be discussed and made immediately. We appreciate this opportunity to be of service to you. We look forward to working with you on this project and assisting with its completion. If you have any questions regarding this proposal, please do not hesitate to contact me at (203) 239-4200. Sincerely, Michael ErrJckson, Project Manager Diversified Technology Consultants, Inc. Enclosure: Schedules A & B Terms & Conditions CC: File Honorable Louisa Evans, Fishers Island, N.Y. (3 Copies) Information contained in this document is proprietary and cont-~ential and may not be disseminated to any party other than the intended recipient without the wfiffen consent of Diversified Technology Consultants. 2321 WHITNEY AVENUE SUITE 301 HAMDEN CT 06518 203 239 4200 PH 203 234 7376 FAX Supervisor Scott A. Russel/ March 6, 2012 Page 2 of 5 Fishers Is/and Sewer District Engineering Services Year 2012 Proposal Number 12-173-000 SECTION 1 - UNDERSTANDING OF PROJECT GENERAL BACKGROUND The Fishers Island Sewer Distdct (FISD) operates a sewage collection system, pump station and community septic system under jurisdiction of the New York State Department of Environmental Conservation (NYSDEC). Periodic monitoring and maintenance of the system is required to demonstrate compliance with permit number NY0199214 under which the system is regulated. DTC'S APPROACH DTC is pleased to offer engineering services to the Fishers Island Sewer Distdct and Town of Southold for continued monitoring of the sewage collection and disposal systems. Recommendations for system improvements will be made where appropriate. ASSUMPTIONS MADE FOR THE PURPOSE OF DTC'S PROPOSAL · NYSDEC reporting requirements remain the same is the previous reporting year. · Availability of maintenance records, such as invoices, for the reporting year. SECTION 2 - SCOPE OF WORK TASK '1 - PREPARATION OF ANNUAL CERTIFICATION FORM Under this task DTC will prepare the 2011 Annual Certification Form as required by the NYSDEC. Data collected by DTC during the calendar year 2011 for completion of the Discharge Monitoring Report (DMR) and Operation and Maintenance Report will be used to complete this form. The submission deadline for the Annual Certification Form is Mamh 28, 2012. TASK 2 - PREPARATION OF DISCHARGE MONITORING REPORT This scope item includes one (1) site visit in the spring of 2012 to measure and record wastewater flow at the pump station, and measure sludge and wastewater depths at the community leaching fields. Results of the field investigation will be complied into a report for distribution to the sewer district representatives, NYSDEC, and NYSDEC Region 1. Coordination of the field inspection with the sewer district and contractor is included under this item. This proposal assumes NYSDEC DMR requirements remain the same as reporting year 2011. TASK 3 - OPERATION AND MAINTENANCE EVALUATION REPORT DTC will conduct one (1) site visit during the late summer of 2012 to evaluate maintenance of the pump station. DTC will conduct pump tests to determine the efficiency of the pumps and advise the Information contained in this document is proprietary and confidential and may not be disseminated to any pafly other then the intended recipient without the written consent of Diversified Technology Consultants. 2321 WHITNEY AVENUE SUITE 301 HAMDEN CT 06518 203 239 4200 PH 203 234 7376 FAX P:\2012\12173 FISHERS ISLAND SEWER OIST~tCT\OOO\PROPOSAL\I2'173'O00 FISH£f~S ISLAND SEPTIC'DOC Supervisor Scott A. Russell March 6, 2012 Page 3 of 5 Fishers Island Sewer District Engineering Services Year 2012 Proposal Number 12-173-000 sewer distdct of any deficiencies noted. Electrical controls, valves, emergency generator and other appurtenances associated with the pump station will also be examined. Maintenance of the sewage collection system and community leaching systems will be evaluated at this time. The sludge levels in the septic tanks will be recorded during this site visit. DTC will obtain available maintenance records such as invoices for evaluation. Observations of the site visit will be presented in a report for distribution to the sewer distdct representatives, NYSDEC, and NYSDEC Region 1. Recommendations for routine maintenance, repair, or replacement will be presented in this report. Review of proposed cost estimates for repairs by FISD's selected contractor is included under this item. Coordination of the field inspection with the sewer district and contractor is included under this item. This proposal assumes NYSDEC Operation and Maintenance review requirements remain the same as reporting year 2011. TASK 4 - PREPARATION OF SPDES PERMIT RENEWAL DTC will complete the NYDEC State Pollutant Discharge Elimination System (SPDES) permit renewal application form dated December 19, 2011 for the FISD. DTC will review the pre-printed forms for accuracy, perform the self-evaluation, and complete the questionnaire. The application deadline for the SPDES permit renewal is May 4, 2012. ON-CALL CONSULTING SERVICES Provide "on call" services as requested and authorized to evaluate short term problems and solutions to problems which occur on occasion such as clogged sewers, valve failures, control failures, pump failures, generator failures, septage sampling and disposal and component replacement review contracts and other documents required by the NYSDEC. Consult with the sewer district regarding cost of repairs, replacements or upgrades. Advise the district regarding proposed sewer connections. Discuss the requirements for sewer connections with applicants on behalf of the Sewer District. This scope does not include identifying suitable sewers for proposed building connections, nor does it include detailed reviews of site plans for sewer connections and stormwater elimination. Information contained in this document is propdete~y and confidential and may not be disseminated to any party otherthan the intended recipient without the written consent of Diversified Technology Consultants. 2321 WHITNEY AVENUE SUITE 301 HAMDEN CT 06518 203 239 4200 PH 203 234 7376 F^x Supervisor Scott A. Russell Mamh 6, 2012 Page 4 of 5 Fishers/s/and Sewer District Engineering Services Year 2012 Proposal Number 12-173-000 SECTION 3 - PROFESSIONAL FEES BASIC SERVICES SCOPE ITEM BASIS OF COMPENSATION FEE Task 1 - Preparation of Annual Certification Form Task 2 - Preparation of Discharge Monitoring Report Task 3 - Operation and Maintenance Evaluation Report Task 4 - SPDES Permit Renewal On-call consulting services Lump Sum $ 500 Lump Sum $3,000 Lump Sum $4,100 Lump Sum $1,000 Time & Materials $3,500 Not to Exceed Fee Total $t 2,100 ADDITIONAL SERVICES Additional Services when authorized by the Owner shall be paid in accordance with the enclosed rate Schedule A. REIMBURSABLE EXPENSES Reimbursements will be paid in accordance with the enclosed rate Schedule A and Schedule B. The enclosed TERMS AND CONDITIONS, Schedule A and Schedule B are part and parcel to this agreement. We have enclosed two original proposals. We ask that a representative authorized to execute this proposal indicate authorization for DTC to proceed with the work as described by signing below and returning one original proposal to our office. Information contained in this document is proprietary and confidential and may not be disseminated to any party otherthan the intended recipient without the wdtten consent of Diversified Technology Consultants. 2321 WHITNEY AVENUE SUITE 301 HAMDEN CT 06518 203 239 4200 PH 203 234 7376 FAX Supervisor Scott A. Russell March 6, 2012 Page 5 of 5 Fishers Is/and Sewer District Engineering Services Year 2012 Proposal Number 12-173-000 The above proposal is offered and accepted and DTC is authorized to proceed. For D/VERSIFIED TECHNOLOGY CONSULTANTS, INC. A. Graham ~;.u'~is, PE, LEED~AP Chief Operating Officer Date: Ma,rc~ 7, 2012 For TOWN OF SOUTHHOLD, NEW YORK AND THE FISHERS ISLAND SEWER D/STRICT Scott ^¥ Russell Supervisor Date: Information contained in this document is p,~oprieta/y and confidential and may not be disseminated to any parly o~her than the intended recipient without the wdtten consent of Diversified Technology Consultants. 2321 WHITNEY AVENUE SUITE 301 HAMDEN CT 06518 203 239 4200 PH 203 234 7376 FAX CLASSIFICATION SCHEDULE A 2012 SCHEDULE OF FEES DIVERSIFIED TECHNOLOGY CONSULTANTS YEAR 2012 HOURLY BILLING RATES Principal Senior Project Manager Project Manager Senior Engineer Project Engineer Project Landscape Architect Engineer/Planner/Designer L.E.P. Environmental Scientist Technician / CADD Construction Manager Construction Engineer Sr. Construction Representative / Sr. Field Engineer Construction Representative Admin. Typist Messenger 190.00 175.00 150.00 140.00 135.00 130.00 115.00 150.00 115,00 95.OO 135.00 120.00 95.OO 85.0O 65.OO 55.OO 40.00 Nonexempt personnel are required to be paid 1.5 times their hourly rate if required to work overtime. Out of ordinary Direct Expenses will be billed in accordance with the attached sheet. A 10% administrative charge will be added on all subcontracts and sub-consultants. Invoices will be submitted once a month for services performed during the previous month. Payment will be due within 30 calendar days of the invoice date. Interest charges of 1.5% per month will be applied to unpaid invoices over 30 days. *Rate table is subject to change at year-end ITEM SCHEDULE B 2012 DIRECT EXPENSES RATE SCHEDULE DIVERSIFIED TECHNOLOGY CONSULTANTS COST/UNIT UNIT YEAR 20t2 Transportation Mile Printing/Plotting Square Foot Color Printing/Plotting Square Foot Fixed line Mylar Sheet In-House Copying Page Photographs Each Overnight Mail: Letter Each Overnight Mail: Roll of Maps Expert Testimony for Deposition/Arbitration or Court Testimony (Minimum): Minimum Full Day $ 0.50* $ 0.50/sf $ 8.00/sf $ 125.00 $ 0.25 $ 1.oo $ 18.oo $ 29.00 $1,000.00 $2,000.00 A 10% administrative charge will be added on all Direct Expenses. Any other equipment that is required for a particular project will be billed at the rental cost plus 10% administrative charge. ,Any other out-of-pocket expense including but not limited to airfares, car rentals, hotel charges, etc. will be billed at the actual cost plus 10% administrative charge. Rate table is subject to change at year-end DIVERSIFIED TECHNOLOGY CONSULTANTS, INC. (DTC) STANDARD TERMS AND CONDITIONS FOR JANUARY f, 20f2 TO DECEMBER 3f, 20f2 Proposal No.: 12 t73 000 1. Hourly Rate Fees for Professional 5. On-Site Services during Project Services Construction Hourly rate fees for professional services, when applicable, are based on the time worked on the project by company personnel in accordance with the attached Schedule A. In the event of any increase of costs due to the granting of wage increases and/or other employee benefits to field or office employees due to the terms of any labor agreement, or rise in the cost of living, during the lifetime of this agreement, such percentage increase shall be applied to all remaining compensations as of each January 1st. 2. Reimbursable Expenses The items of direct non-salary expenses will be billed as per the attached Schedule B, if applicable. 3. Invoices Invoices will be submitted once a month for services performed during the previous month unless alternate payment schedules are agreed upon in writing. Payment will be due within 30 days of invoice date. Connecticut sales tax of 6% will be charged wherever applicable. Final Payment for contracted services, however, is due upon delivery of service. The CLIENT herewith acknowledges DTC's right to withhold delivery of the service until final payment is rendered. 4. Services of Others On occasion, DTC will engage in the specialized services of individual consultants or other companies to participate in a project. When considered necessary, these firms or other consultants will be used with your approval. The cost of such services plus a 10% service charge will be included in our invoice. Should DTC's services be provided on the job site during project construction, it is understood that, in accordance with generally accepted construction practices, the contractor will be solely and completely responsible for working conditions on the job site, including safety of all persons and property during the performance of the work, and compliance with OSHA regulations, and that these requirements will apply continuously and not be limited to normal working hours. Any monitoring of the contractor's performance conducted by DTC personnel is not intended to include review of the adequacy of the contractor's safety measures in, on or near the construction site. It is further understood that field services provided by DTC personnel will not relieve the contractor of his responsibilities for performing the work in accordance with the plans and specifications. Construction Observation - DTC personnel shall visit the site at intervals appropriate to the stage of construction, or as otherwise agreed to in writing by the Client and DTC, in order to observe the progress and quality of the Work completed by the Contractor. Such visits and observation are not intended to be an exhaustive check or a detailed inspection of the Contractor's work but rather are to allow DTC, as an experienced professional, to become generally familiar with the Work in progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. DTC personnel shall not supervise, direct or have control over the Contractor's work nor have any responsibility for the construction means, methods, techniques, sequences or procedures selected by the Contractor nor for the Contractor's safety precautions or programs in connection with the work. These rights and p2012~,12173-fishers isla]~d scwcl district\OOO\pmposal\l~shcrs isl~lnd 2012 standard terms and conditions doc Page 1 DIVERSIFIED TECHNOLOGY CONSULTANTS, INC. (DTC) STANDARD TERMS AND CONDITIONS FOR JANUARY 1, 2012 TO DECEMBER 3'1, 20'12 responsibilities ara solely those of the Contractor in accordance with the Contract Documents. DTC personnel shall not be rasponsible for any acts or omissions of the Contractor, subcontractor, any entity performing any portions of the Work, or any agents or employees of any of them. DTC personnel does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's failura to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or ragulations. 6. Ownership of Documents All reports, field data notes, laboratory test data, calculations, estimates, electronic files and other documents including, but not limited to, plans and specifications which we prepare as instruments of service shall remain our property. You agrae that all instruments of service and other work we furnish you or your agents, which ara not paid for, will be raturned upon demand and will not be used for any purpose whatsoever. Under no circumstances shall delivery of the instruments of service for use by the Client be deemed a sale by DTC, and DTC makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall DTC be liable for indirect or consequential damages as a rasult of the Client's use or reuse of the instruments of service. 7. Standard of Care In accepting this agraement for services, you acknowledge the inherant dsks associated with construction. In performing our professional services, we will use that degrae of cara and skill ordinarily exercised, under similar circumstances by members of the profession practicing in the same or similar locality. DTC makes no warranty, exprass or implied, as to its professional services rendered under this Agraement. 8. Clients Responsibilities Provide full information in writing as to CLIENT's raquiraments for the Project, including design objectives and constraints, capacity and performance requiraments, flexibility and expendability, and any budgetary limitations; and furnish copies of all design and construction standards, which CLIENT will raquira to be included in the Drawings and Specifications. DTC may use such information, requiraments, raports, data, surveys and instructions in performing its services and is entitled to raly upon the accuracy and completeness theraof. Make available to DTC all information pertinent to the Project, including pravious raports and any other data ralative to survey and design of the Project. Unless otherwise agraed, you will furnish right- of-entry at the site for us to make our surveys and other explorations. We will take raasonable precautions to minimize damage to the site from use of equipment, but have not included in our fee the cost for restoration of damage that may rasult from our operations. If we are required to restora the site to its former condition, this will be accomplished and the cost will be added to our fee. Designate in writing a person to act as CLIENT's representative with respect to the services to be randerad for this work. Such person shall have complete authority to transmit instructions, receive information, interpret and define CLIENT's policies and decisions with respect to materials, equipment, elements and systems pertinent to DTC's services. Give prompt written notice to DTC whenever CLIENT observes or otherwise becomes aware of any development that affects the scope or timing of DTC's services. The client shall pay p 2012\12173-fishers island sewer district COO\proposal lishcrs island 2012 standard terms and c(mdifi~ms d~)c Page 2 DIVERSIFIED TECHNOLOGY CONSULTANTS, INC. (DTC) STANDARD TERMS AND CONDITIONS FOR JANUARY 1, 2012 TO DECEMBER 31, 2012 the costs of checking and inspection fees, zoning and annexation application fees, assessment fees, soils engineering fees, soils testing fees, aerial topography fees, and all other fees, permits, bond premiums, total company charges, blueprints and reproductions, and all other charges not specifically covered by the terms of this agreement. 9. Indemnification The CLIENT agrees to incorporate and extend into any subsequent contracts for construction arising from this agreement indemnification for DTC and its sub-consultants and employees from all and any claims, damages, losses, and expenses including attorneys' fees arising from any negligent acts or omissions by the contractor, subcontractors or any of their employees. The Client, its officers, directors and employees (collectively, Client) agrees, to the fullest extent permitted by law, to indemnify and hold harmless DTC, its officers, directors, employees and subconsultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Client's negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable. Neither the Client nor DTC shall be obligated to indemnify the other party in any manner whatsoever for the other party's own negligence. '10. Limitation of Liability For any damage or costs resulting from error, omission, or other professional negligence in the performance of our services, the liability of DTC to all claimants will be limited to an aggregate sum not to exceed $250,000. DTC shall not be liable for damages resulting from the actions or in-actions of governmental agencies, and governmental relations. 1 '1. Additional Work DTC's services covered by this agreement are accomplished by performing the work necessary to complete the said services in accordance with standard accepted practices, the agreed upon scope of work, and the rules and regulations governing the work. In the event that there is a change in the scope of work dictated by either the CLIENT, reviewer or governmental agencies, this change in scope will be considered additional work and shall be paid for by the CLIENT in addition to the contract fee and shall be paid for on a cost plus basis. Post submittal comments from governmental agencies and requested by the CLIENT which constitute a change or an addition to a policy, standard, or the agreed upon project concept, is considered a change in scope and work performed to evaluate, respond to or execute these changes is considered additional work. 12. Field Work In the event that any staking or other field work performed by DTC or its agents is destroyed by an act of God or parties other than DTC surveyors, the cost of re-doing the field work shall be paid by CLIENT as extra work, on a cost plus basis, provided such work is authorized by CLIENT. p 2012 12173-hshc[s island scx~cr distrJct\O00 proposat\fishcrs islatld 2012 standard terms and conditions d()c Page 3 DIVERSIFIED TECHNOLOGY CONSULTANTS, INC. (DTC) STANDARD TERMS AND CONDITIONS FOR JANUARY 1, 2012 TO DECEMBER 31, 2012 13. Insurance We ara protected by Workmen's Compensation Insurance, Professional Liability Insurance and by General Liability Insurance. We will furnish information and certificates at your request. As design professionals we ara hired for our skill. The level at which we perform is governed by matters implicit in law therafore, the CLIENT agraes to hold harmless, indemnify and defend DTC from and against any and all claims for any loss, damage or liability, other than those due to our own acts of negligence, beyond the amounts, limits, and conditions of such insurance. We will not be responsible for any loss, damage, or liability arising from your negligent acts, errors and omissions and those by your staff, consultants, contractors, and agents or from those of any person for whose conduct we ara not legally rasponsible. 14. Asbestos It is understood and agreed that the handling or removal of asbestos or asbestos products involves certain health risks which require specific safety measures. DTC shall not be responsible for safety and safety measures on the job, including measures for the protection of employees of contractors or subcontractors, nor for the protection of the general public. Such responsibility for safety and safety measures is, and shall remain, that of the contractor. For services involving or relating to the ramoval or encapsulation of asbestos as part of this agreement, it is further agraed the client shall indemnify and hold harmless DTC and their consultants, agents and employees from and against all claims, damages, losses, and expenses, direct or consequential damages, including but not limited to fees and charges of attorneys and court and arbitration costs arising out of or rasulting from the performance of the work by DTC or claims against DTC arising from the work of others related to asbestos activities. t5. Hazardous Waste It is understood and agreed that in seeking the professional services of DTC under this agreement the CLIENT may be requiring DTC to undertake uninsurable obligations for the client's benefit involving the prasence or potential presence of hazardous substances. Therafore, the CLIENT agrees to hold harmless, indemnify and defend DTC from and against any and all claims for any losses, damages, liability and costs, including, but not limited to, costs of defense arising out of or in any way connected with the prasence, discharge, release, or escape of contaminants of any kind. t6. Samples All samples will be discarded 30 days after submission of our report, unless the Client advises DTC otherwise. Upon your request, we will ship or deliver the samples C.O.D. or store them for you for an agreed storage charge. TESTING LABORATORY SERVICES - It is acknowledged that DTC has been raquested by the Client to subcontract certain laboratory testing services on behalf of the Client to name of lab, an independent testing laboratory. DTC agrees to do so in raliance upon the Client's assurance that the Client will make no claim or bring any action at law or in equity against DTC as a rasult of this subcontracted service. The Client understands that DTC has not performed any independent evaluation of the testing laboratory's data and the Client shall not rely upon DTC to determine the quality or reliability of the testing laboratory's reports. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold DTC harmless from any damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from the services performed by {name of lab} except only those damages, liabilities or costs caused by the sole negligence or willful misconduct of DTC. l~201212173-fishers island sewer dist6ct',O00 proposal\lishers island 2012 standard terms and conditions doc Page 4 DIVERSIFIED TECHNOLOGY CONSULTANTS, INC. (DTC) STANDARD TERMS AND CONDITIONS FOR JANUARY 1, 2012 TO DECEMBER 3t, 2012 17. Warranty of Authority to Sign The person signing this contract warrants he has authority to sign as, or on behalf of, the CLIENT. If such person does not have such authority, he agrees that he is personally liable for all breaches of this contract and that in any action against him for breach of such warranty, a reasonable attorney's fee shall be included in any judgment rendered. 18. Termination or Suspension of Agreement This agreement may be terminated by either party upon receipt of written notice. In the event all or any portion of the work prepared or partially prepared by DTC be suspended, abandoned or terminated, the CLIENT shall pay DTC all fees and charges for services rendered for the project not to exceed any contract limit specified herein regardless of the number of final documents completed. 19. Fee Non-Contingent Payment of invoices arising out of the performance of the work under this agreement is not contingent upon receipt of payment or fees, grants, awards, etc. by the CLIENT under any other agreement and shall not be subject to any claims or delays arising out of any other agreement. 20. Amendment or Modification These STANDARD TERMS AND CONDITIONS, SCHEDULE A, SCHEDULE B, and other Attachments, when referenced in the Letter of Proposal, shall together with the Letter of Proposal constitute the entire understanding between the parties and may not be amended or modified except by instrument in writing signed by both parties. 2~1. Dispute Resolution MEDIA TION In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion of the Project, the Client and DTC agree that all disputes between them arising out of or relating to this Agreement or the Project shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. The Client and DTC further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the Project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with their subcontractors, subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between the parties to all those agreements. STEPPED DISPUTE RESOLUTION In the event of a dispute arising out of or relating to this Agreement or the services to be rendered hereunder, the Client and DTC agree to attempt to resolve such disputes in the following manner: First, the parties agree to attempt to resolve such disputes through direct negotiations between the appropriate representatives of each party. Second, if such negotiations are not fully successful, the parties agree to attempt to resolve any remaining dispute by formal nonbinding mediation conducted in accordance with rules and procedures to be agreed upon by the parties. Third, if the dispute or any issues remain unresolved after the above steps, the parties agree to attempt resolution by submitting the matter to arbitration. END OF TERMS AND CONDITIONS p201212173-tishcrs island sewer district~O00 proposal\fishers island 2012 standard terms and conditions doc Page 5