No. 3121 approving and authorizing the execution of an Addendum to teh Master Agency Agreement (Main-Lafayette Corridor)

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3. Other Provisions Concernine Payments: 3.1 In the event of termination by OWNER upon the completion of any phase of the Basic Services, progress payments due ENGINEER for services rendered through such phase shall constitute total payment for such services. In the event of such termination by OWNER during any phase of the Basic Services, ENGINEER also will be reimbursed for the charges of independent professional associates and consultants employed by ENGINEER to render Basic Services, and paid for services rendered during that phase on the basis of ENGINEER's Salary Costs times a factor of 2.37 for services rendered during that phase to date of termination by ENGINEER's principals and employees engaged directly on the Project. In the event of any such termination, ENGINEER will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses, plus all termination expenses. Termination expenses mean additional Reimbursable Expenses directly attributable to termination, which, if termination is at Owner's convenience, shall include an amount computed as a percentage of total compensation for Basic Services earned by ENGINEER to the date of termination, as follows: 20% if termination occurs after commencement of the Preliminary Design Phase but prior to commencement of the Final Design Phase; or 10% if termination occurs after commencement of the Final Design Phase. In the event of any such termination and upon payment for services pursuant to this Section, any completed work product of the Engineer shall be provided immediately to the Owner. 3.3 Records of ENGINEER's Salary Costs pertinent to ENGINEER's compensation under this Agreement will be kept in accordance with generally accepted accounting practices. Copies will be made available to OWNER at cost, if requested prior to final payment for ENGINEER's services. 3.4 Whenever a factor is applied to Salary Costs in determining compensation payable to ENGINEER, that factor may be adjusted periodically and equitably to reflect changes in the various elements that comprise such factor. All such adjustments will be in accordance with generally accepted accounting practices as applied on a consistent basis by ENGINEER and consistent with ENGINEER's overall compensation practices and procedures. 4. Definitions: 4.1 The Salary Costs used as a basis for payment mean salaries and wages (basic and incentive) paid to all ENGINEER's personnel engaged directly on the Project, including, but not limited to, engineers, architects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business personnel; plus the cost of customary and statutory benefits including, but not limited to, social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay and other group benefits. The amount of customary and statutory benefits of all personnel of ENGINEER will be considered to be equal to 33% of the salaries and wages, subject to equitable adjustment to reflect changes in ENGMEER's overall compensation procedures and practices. 4.2 Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER's independent professional associates or consultants directly or indirectly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; obtaining the bids or proposals from Contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assistants; toll telephone calls and telegrams; reproduction of Reports, Drawings, Specifications, Bidding Documents and similar Project- related items in addition to those required under Section 1; and if necessary, overtime work required higher than regular rates. Page 2 of 2 1/16/08