Complaint,Petition: LAURA S LEHMAN VS. TRANSBAY JOINT POWERS AUTHORITY ET AL

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                                WEIL & DRAGE
28212 Mil Creek Drve

Laguna Mils. CA 92653
Phone (949) 837-6200
Fax’ (949) 837-9200

ELECTRONICALLY

CHRISTINE E. DRAGE, ESQ., State Bar No. 168921 FILED

JIHAN MURAD, ESQ., State Bar No. 236682

Superior Court of California,

S. BRADLEY HART, ESQ., State Bar No. 297119 Oeny or Sat ner

WEIL & DRAGE, APC
23212 Mill Creek Drive
Laguna Hills, CA 92653
(949) 837-8200

(949) 837-9300 — FAX

10/18/2017
Clerk of the Court
BY: GARY FELICIANO
Deputy Clerk

cdrage@weildrage.com; jmurad@weildrage.com; bhart@weildrage.com

Attorneys for Defendant/Cross-Complainant
ARUP NORTH AMERICA LTD.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN FRANCISCO

LAURA S. LEHMAN, an individual, et al.,
Plaintiffs,
Vv.

TRANSBAY JOINT POWERS
AUTHORITY, et al.,

Defendants.

ARUP NORTH AMERICA LTD.,
Cross-Complainant,
Vv.
PELLI CLARKE PELLI ARCHITECTS
INC., a Connecticut corporation, and
MOES 1-50,

Cross-Defendants.

Case No. CGC-16-553758
Hon. Curtis Karnow
Dept. 304

CROSS-COMPLAINT OF ARUP NORTH
AMERICA LTD. FOR:

(1) Equitable Indemnity

(2) Apportionment of Fault/Contribution
(3) Declaratory Relief

(4) Breach of Contract

Complaint Filed: August 17, 2016
Trial Date: Not set

COMES NOW Cross-Complainant, ARUP NORTH AMERICA, LTD. (“ARUP” or “Cross-

Complainant”), for causes of action against cross-defendants, and each of them, alleges as follows:

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ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINT28

WEIL & DRAGE
28212 Mil Creek Drve

Laguna Mils. CA 92653
Phone (949) 837-6200
Fax’ (949) 837-9200

GENERAL ALLEGATIONS

1. ARUP is, and during all times herein mentioned was, a corporation, duly organized
and existing under the laws of the United Kingdom and qualified to do business in the State of
California.

2. On or about August 17, 2016 several unit owners/occupants of residential units within
Millennium Tower, a 419-unit luxury condominium project and related structures located at 301
Mission Street in San Francisco, California (“Project”) filed a complaint against TRANSBAY
JOINT POWERS AUTHORITY (“TJPA”), among other parties, entitled Laura S. Lehman, et al. v.
Transbay Joint Powers Authority, et al., in the San Francisco County Superior Court, Case No.
CGC-16-553758, asserting causes of action against TJPA. On or about September 13, 2016, the
Lehman plaintiffs filed a First Amended Complaint. On or about January 27, 2017 the Lehman
plaintiffs filed a Second Amended Complaint. On or about August 25, 2017, the Lehman plaintiffs
filed their operative Third Amended Complaint asserting causes of action against TJPA and other for
Inverse Condemnation, Nuisance and Verified Petition for Writ of Mandate. The Third Amended
Complaint alleges that construction activities at the Transbay Transit Center were carried out in a
way to substantially cause damage to the Project, including subsidence and tilt. The Lehman
plaintiffs’ operative complaint is hereby incorporated by reference without admitting the truth of the
allegations contained therein.

3. On or about November 2, 2016, TJPA filed a cross-complaint against various parties,
including MISSION STREET DEVELOPMENT LLC (“MSD”). On or about December 29, 2016
TJPA filed a First Amended Cross-Complaint alleging a cause of action for Equitable Indemnity.

4. On or about February 6, 2017, MISSION STREET DEVELOPMENT LLC (“MSD”)
and MILLENNIUM PARTNERS MANAGEMENT LLC (“MPM”) filed a Verified Petition for Writ
of Mandate and Cross-Complaint against various parties. On or about May 1, 2017, MSD and.
MPM filed a Verified Petition for Writ of Mandate and First Amended Cross-Complaint against
various parties, including ARUP, and asserting causes of action against ARUP for Equitable
Indemnity and Negligence. On or about August 25, 2017 MSD and MPM filed their operative

Verified Petition for Writ of Mandate and Second Amended Cross-Complaint. MSD and MPM’s

1012918281}

2

ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINT28

WEIL & DRAGE
28212 Mil Creek Drve

Laguna Mils. CA 92653
Phone (949) 837-6200
Fax’ (949) 837-9200

Verified Petition for Writ of Mandate and Second Amended Cross-Complaint is hereby incorporated
by reference without admitting the truth of the allegations contained therein.

5. ARUP is informed and believes and on that basis alleges that at all times relevant to
this action, PELLI CLARKE PELLI ARCHITECTS, INC. (“PCPA”) is and was a Connecticut
corporation doing business in California. ARUP is informed and believes and on that basis alleges
that PCPA has offices in San Francisco, California.

6. ARUP is ignorant of the true names or capacities, whether individual, corporate,
partnership or otherwise, of defendants sued herein as MOES 1 through 50, inclusive, and therefore
fictitiously sues such persons and entities pursuant to California Code of Civil Procedure
Section 474. ARUP is informed and believes and thereon alleges that each Cross-Defendant
designated as a MOE is or was involved in, entitled to, or in some manner responsible as the
principal, beneficiary, agent, co-conspirator, joint venturer, alter ego, successor-in-interest, third
party beneficiary or otherwise, for the agreements, transactions, events, and/or acts hereinafter
described, and thereby proximately caused injuries and damages to ARUP as herein alleged.

7. ARUP is informed and believes and based thereon, alleges that each of the Cross-
Defendants herein designated fictitiously as MOES | through 50 are involved in the within action by
virtue of their negligence, negligent or intentional acts, errors and/or omissions, breach of duty,
breach of contract and/or warranty, strict liability, or other and further facts not yet known to ARUP,
and by virtue thereof are obligated to indemnify ARUP.

8. ARUP is informed and believes and based thereon alleges that Cross-Defendants and
MOES | through 50, and each of them, were at all times relevant herein and are residents of the
County of San Francisco, State of California and/or corporations, partnerships, associations or
individuals duly qualified and/or authorized to do business in and/or doing business in the County of
San Francisco in the State of California.

9. MSD and MPM’s Verified Petition for Writ of Mandate and Second Amended Cross-
Complaint, or other operative cross-complaint, alleges among other things, conduct entitling MSD
and MPM to compensatory damages against ARUP who denies that it is liable for any of the events

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ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINT28

WEIL & DRAGE
28212 Mil Creek Drve

Laguna Mils. CA 92653
Phone (949) 837-6200
Fax’ (949) 837-9200

and/or occurrences alleged in MSD and MPM’s Verified Petition for Writ of Mandate and Cross-
Complaint, or other operative cross-complaint.

10. ARUP is informed and believes and on that basis alleges that PCPA was involved in
the design for the Transbay Transit Center including, but not limited to, the schematic design, design
development, and construction documents. ARUP is further informed and believes and on that basis
alleges that PCPA services include providing construction administration services and coordination
services for the Transbay Transit Center and related structures.

11. ARUP is informed and believes and on that basis alleges that to the extent MSD or
MPM are able to recover for damages caused by or arising out of the design of or construction
actives at Transbay Transit Center, or caused by or arising out of PCPA’s scope of services for the
Transbay Transit Center, then PCPA is liable for the damages in light of PCPA’s duties owed,
including duties owed by PCPA that are independent of all other parties providing services and/or
performing work on the Transbay Transit Center.

FIRST CAUSE OF ACTION
(For Equitable Indemnity Against All Cross-Defendants)

12. ARUP incorporates by this reference paragraphs | through 11, as though fully set
forth at length herein.

13. In this action, MSD and MPM have filed their Verified Petition for Writ of Mandate
and Second Amended Cross-Complaint or other operative pleading, alleging facts in support of their
respective theories of recovery. If it is found that ARUP is legally liable to MSD or MPM, or any
other cross-complainant(s), or anyone else as a result of the events and occurrences described in
MSD and MPM’s Verified Petition for Writ of Mandate and Second Amended Cross-Complaint, or
any other cross-complaint against ARUP which may be filed herein, then ARUP is informed and
believes and thereupon alleges that the Cross-Defendants, and each of them, proximately contributed
to and caused a happening of the incident or incidents alleged by MSD and MPM and/or other cross-
complainants. By reason of the foregoing, the primary liability for the injuries and/or damages, if
any, sustained by MSD and/or MPM and/or other cross-complainants, rests upon the Cross-

Defendants herein by virtue of their negligence, including negligent design, design development,

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ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINTWEIL & DRAGE
28212 Mil Creek Drve

Laguna Mils. CA 92653
Phone (949) 837-6200
Fax’ (949) 837-9200

development, construction observation, construction administration, supervision, control,
preparation of plans and/or specifications, or other negligent conduct in this matter, and the liability,
if any, of ARUP is secondary and passive to the liability of the Cross-Defendants herein, and each
of them; and that ARUP has an equitable right to indemnity over and against said Cross-Defendants,
and each of them, by reason of the foregoing.

14. If ARUP is held liable and responsible to MSD and/or MPM and/or other cross-
complainants for injuries and/or damages, if any, sustained by MSD, MPM and/or other cross-
complainants, respectively, ARUP will have been damaged as a proximate result of the acts or
omissions of the Cross-Defendants, and each of them, as heretofore alleged. Therefore, ARUP is
entitled to be indemnified by Cross-Defendants herein, and each of them.

15. ARUP is incurring, has incurred and will incur attorneys’ fees, court costs,
investigative expenses, and other legal costs and expenses in connection with defending against
MSD and MPM’s Verified Petition for Writ of Mandate and Second Amended Cross-Complaint , or
other cross-complaint against ARUP, the exact amount of which is unknown at this time. When the
same has been ascertained, ARUP will seek leave of this Court to amend this Cross-Complaint to set
forth the true nature and amount of said costs and expenses.

SECOND CAUSE OF ACTION

(Apportionment of Fault/Contribution Against All Cross-Defendants)

16. | ARUP incorporates by this reference paragraphs | through 15, as though fully set
forth at length herein.

17. ARUP is not singularly or totally liable, if at all, for the injuries and/or damages, if
any, allegedly sustained by MSD, MPM or other cross-complainants to this action. If it is found that
ARUP is liable to any party hereto, then ARUP alleges that the liability is passive and derivative
only and that Cross-Defendants’ liabilities are active and primary. Further, in the event that ARUP
is liable to any other party hereto, the liability of ARUP must be reduced to the extent proportionate
to the degree of fault, if any, of all other parties held liable.

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ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINTWEIL & DRAGE
28212 Mil Creek Drve

Laguna Mils. CA 92653
Phone (949) 837-6200
Fax’ (949) 837-9200

18. By reason of the foregoing, ARUP is entitled to contribution by the Cross-
Defendants, herein, and each of them, in an amount equal to and proportional to that amount of fault
and/or other liability attributable to such Cross-Defendants.

THIRD CAUSE OF ACTION

(For Declaratory Relief Against All Cross-Defendants)

19. | ARUP re-alleges paragraphs | through 18 above, and incorporates them by reference
as though fully set forth herein.

20. A dispute has arisen and an actual controversy now exists between ARUP and all
Cross-Defendants, and each of them, as to their rights and liabilities with respect to any ultimate
responsibility in the underlying action, and with respect to the right to receive, or duty to give,
indemnification, in proportion to the comparative fault, if any. ARUP contends that if it suffers
judgment in the underlying action, or if it pays monies by way of reasonable compromise of said
claim, ARUP is entitled to be indemnified by Cross-Defendants and each of them to the extent that
ARUP’S responsibility in the underlying action exceeds its percentage of negligence, fault or
liability, if any. ARUP is informed and believes that Cross-Defendants contend to the contrary,
therefore, an actual controversy exists relative to the legal duties and rights of the respective parties
pursuant to their written agreements, which controversy ARUP requests the Court to resolve.

21.  Allof the rights and obligations of the parties hereto arose out of one transaction or
one series of transactions, happenings or events, all of which can be settled and determined in a
judgment in this one action. ARUP alleges that an actual controversy exists between the parties. A
declaration of rights, responsibilities and obligations of ARUP and Cross-Defendants, and each of
them, is essential to determine their respective obligations in connection with the principal action.
ARUP has no true and speedy remedy at law of any kind.

22. It has been necessary for ARUP to retain the services of attorneys to bring this action.
Accordingly, ARUP is entitled to recover reasonable attorneys’ fees, costs and expenses incurred
herein.

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ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINTWEIL & DRAGE
28212 Mil Creek Drve

Laguna Mils. CA 92653
Phone (949) 837-6200
Fax’ (949) 837-9200

FOURTH CAUSE OF ACTION
(For Breach of Contract Against PCPA and MOES 1 through 5)

23. | ARUP re-alleges paragraphs | through 22 above, and incorporates them by reference
as though fully set forth herein.

24. ARUP is informed and believes and on that basis alleges that TJPA and PCPA
entered an agreement dated May 15, 2008, whereby PCPA was to furnish architectural and
engineering professional design services for the Transbay Transit Center Building and Related
Structures (“Transit Center Prime Agreement”). A true and correct copy of the Transit Center Prime
Agreement is attached hereto as Exhibit “A” and incorporated herein by reference.

25, ARUP and PCPA entered into an agreement dated June 26, 2008 whereby ARUP was
hired as a subconsultant to PCPA to provide basic geotechnical services for the Transbay Transit
Center (“PCPA Subconsultant Agreement”). A true and correct copy of the PCPA Subconsultant
Agreement is attached hereto as Exhibit “B” and incorporated herein by reference.

26. ARUP is informed and believes and on that basis alleges that PCPA was obligated to
coordinate with the design team, including ARUP. PCPA’s obligations were and are independent of
the obligations of other design professionals, subconsultants, contractors, subcontractors and/or
construction managers that provided services or performed work on the Transbay Transit Center.

27. ARUP is informed and believes and on that basis alleges that PCPA failed to carry
out its obligations under the PCPA Subconsultant Agreement including, but not limited to, PCPA’s
failure to coordinate by passing on recommendations of ARUP to TJPA.

28. | ARUP has performed all of the conditions and obligations to be performed on its part
under the terms of the PCPA Subconsultant Agreement or has been excused from so performing.

29. As a direct and proximate result of PCPA’s failure to do those things within its
control necessary for ARUP to reasonably perform its work, ARUP has suffered, and will continue
to suffer, direct, consequential and incidental damages in an amount to be proven at trial. Asa
further result of the breaches, ARUP has been required to expend money and to retain the services of
attorneys to defend itself against the allegations in this action.

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ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINT28

WEIL & DRAGE
28212 Mil Creek Drve

Laguna Mils. CA 92653
Phone (949) 837-6200
Fax’ (949) 837-9200

PRAYER

Wherefore, ARUP prays for relief and demands judgments against PCPA and MOES 1

through 50 and each of them, as follows:

ON THE FIRST CAUSE OF ACTION:

A.

B.

F.

For equitable indemnification against Cross-Defendants, and each of them;

In the alternative, for partial equitable indemnification against Cross-Defendants, and
each of them;

For indemnification from judgment over and against Cross-Defendants, and each of
them, according to proof;

For costs of suit;

For attorney’s fees pursuant to Code of Civil Procedure sections 1021.6, 1032 and
1038 and/or as otherwise allowed per contract or statute; and

For such other and further relief as the Court deems just and proper.

ON THE SECOND CAUSE OF ACTION:

A.

Cc.
D.

For a judicial declaration of the right of contribution of ARUP from and judgment
over and against Cross-Defendants, and each of them, according to proof;

For attorney’s fees pursuant to Code of Civil Procedure sections 1021.6, 1032 and
1038 and/or as otherwise allowed per contract or statute;

For costs of suit; and

For such other and further relief as the Court deems just and proper.

ON THE THIRD CAUSE OF ACTION:

A.

B
Cc.
D.

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For a judicial declaration of the rights and obligations of the parties;

For apportionment of damages, if any, by and among the respective parties;

For costs of suit;

For attorney’s fees pursuant to Code of Civil Procedure sections 1021.6, 1032 and
1038 and/or as otherwise allowed per contract or statute; and

For such other and further relief as the Court deems just and proper.

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ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINT28

WEIL & DRAGE
n2i2 Ma creak Dive
epamn ite, Cm $2689
Phone (945) 837-2200,
Fer (649) 237-8800

ON THE FOURTH CAUSE OF ACTION:

A.
B.
Cc.

For compensatory and consequential damages for breach of contract:
For attorney’s fees allowable per contract or statute; and

For such other and further relief as the Court deems just and proper.

ON ALL CAUSES OF ACTION:

A.
B.

DATED:

(01291828:1}

For costs of suit incurred herein;
For any such other and further relief as this court deems just and proper.

October 13, 2017 WEIL & DRAGE, APC

By oF ey.

CHRISTINE E. DRAGE

JIHAN MURAD

S. BRADLEY HART

Attorneys for Defendant/Cross-Complainant,
ARUP NORTH AMERICA LTD.

9

ARUP NORTH AMERICA LTD.’S CROSS-COMPLAINTEXHIBIT “A”[Final Contract May 15, 2008 (minus fee).pdf]

AGREEMENT BETWEEN

TRANSBAY JOINT POWERS AUTHORITY
AND

PELLI CLARKE PELLI ARCHITECTS, INC.

TO FURNISH
ARCHITECTURAL AND ENGINEERING
PROFESSIONAL DESIGN SERVICES
FOR
THE TRANSBAY TRANSIT CENTER BUILDING AND RELATED STRUCTURES

(Agreement No. 07-04-TTC-000)

Design Services Agreement for the Transbay Transit Center BuildingARTICLE

CONTENTS

1 THE PROJECT .....cccscssssssssessessssscscassncescsesseesesneseesessesusnscsesacaseaseneensesesseaeenseneaeeneeneneensenees 1

1.1
1.2
1.3
1.4

FIXED BUDGET LIMIT OF PROJECT CONSTRUCTION COST .
SCHEDULE OF SERVICES
PROGRAM ....cccsccsssceseseeseceeseseseesssescseessssscaussescsesussesesnsesssnsesuenesssnsusscsseneseneseenseenes 5

2 DEFINITIONG..........ccscccsessesesssessesesesesnssescsesnsscrsesssesesesseaeaesnsnsseaeanentaseseeaueseseeasessessnesneneseans 6

2.1
2.2
2.3
24
2.5
26
27
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21
2.22
2.23
2.24

ADDITIONAL SERVICES .........cccccesceseesesseseseesesseseesesensssensssesessenseensenssesasenseesaeeee 6
ADVISE. ....cscccecsceesesseseseetsseseseseasescscenssesesesesnessseseassusseauansssessestesesesesessasiesnsnseeseaeene 6
APPROPRIATE AUTHORITIES
ARCHITECT
AUTHORIZATION .

CONSTRUCTION DOCUMENTS .
CONSTRUCTION MANAGER .........cccscecesesssseseseescesseaeecsereseesesteeseesseeasseseeasenseene 7
CONSTRUCTION MANAGER /GENERAL CONTRACTOR (CM/GC) ..........:05 7
CONSULTANT PROJECT PRINCIPAL-IN-CHARGE
CONTRACT DOCUMENTS
CONTRACTOR

FINAL COMPLETION..
FIXED BUDGET LIMIT
NOTICE TO PROCEED (NTP)
PROGRAM MANAGEMENT/PROGRAM CONTROL (“PM/PC
PROJECT MANAGER.

REQUEST FOR PROPOSALS .

Design Services Agreement for the Transbay Transit Center Building Page i6 ARCHITECT'S BASIC SERVICES: CONSTRUCTION PHASES

6.1
6.2
6.3

8 COMPENSATION...

8.1
8.2
8.3
8.4
8.5
8.6
8.7

4 ARCHITECT'S BASIC SERVICES: GENERAL PROVISIONG..............scssscssssseseeseeeee 1
41 CODE COMPLIANCE ou. .ccescccecscssesceeeceeseseeeesssnsnescersnsssseseesesssesesnsnsseansnensssseaeaee 11
42
43 DESIGNATION OF KEY EMPLOYEES
44 COORDINATION OF DESIGN TEAM..
4.5 COORDINATION WITH PUBLIC AGENCIES AND PUBLIC UTILITIES ............ 13
46 COORDINATION WITH TJPA AND TJPA CONSULTANTS ........ecceeseeresseeeeene 14
4.7 | COORDINATION WITH CONTEMPORANEOUS DEVELOPMENT.............-0004+ 15
48 COORDINATION WITH CONSTRUCTION MANAGER /GENERAL CONTRACTOR
49 MEETINGS WITH TJPA AND OTHERS .
4.10 USE OF COMPUTER TECHNOLOGY FOR DESIGN AND COORDINATION OF

DRAWINGS 1.0... cesessesseseesesseesesnesnesesnssncseessesssnssssisasseusssaussnseseusessensssarenseesseensanea® 17

4.11 QUALITY MANAGEMENT SYSTEM........ccccsccssssesesecsescstsnsesssrecesesseseeeessesneeaeees 17
4.12 TJPA COST CHANGE CONTROL PROCEDURE .........0...:ccccccccsseeeseeteseeeenenes 18
4.13 COST ESTIMATING
4.14 FURNISHINGS, FURNITURE, AND EQUIPMENT NOT AFFIXED .

5 ARCHITECT'S BASIC SERVICES: DESIGN PHASE ..............scscscssssssessseesesesesesseseens 20
5.1 CONCEPT VALIDATION PHASE .
5.3 DESIGN DEVELOPMENT PHASE ”
5.4 CONSTRUCTION DOCUMENT PHASE........:cccscsscscsesseseeseretesessseeteeeeanensasaneneee 23

CONSTRUCTION BID PHASE

BASIC SERVICES. 7
NO aE Cee eee eee etal tatslals Fleansededar etal balledataraltaeba 37
REIMBURSABLE EXPENSES .........cccsssssessssssesssssersssessenersesseseeserseneeseereseeneeneee

PAYMENT SCHEDULE AND INVOICES
WITHHOLDING OF PAYMENT 7
DISALLOWANCE 00... sccccsessesecsssesesnesceesssesseesscnseessesseenssasseansesssasscansaceseeasersecenee 41
PAYMENT DOES NOT IMPLY ACCEPTANCE OF WORK.......:ccsscsesessseseseeseess 41

Design Services Agreement for the Transbay Transit Center Building Page ii9 TJPA'S RESPONSIBILITIES.............csccssscsssesesessssesesnssenenescensseneseensacaesesesseaeanensacaserenenene 41
9.1 APPROVALS
9.2 BIDS ..

9.3 BUILDING INSPECTORS .

9.4 DEFICIENCIES. .0.0....c.cccecceccceseseesesesesceneeceesnsseseeeeneseseseseenssesesesessesuacansneseeseseseeeseee 41
9.5 ee elet etal tes detelelal al sdetdedetetelattaldedladehelabalsledltadelateleltetdedalelalabalala 42
9.6 HAZARDOUS SUBSTANCES. ......ccccssssssessetesceseeeteiereseetensansneneseenaneneaseerseeneesenee 42
9.7 NONAFFIXED FURNITURE AND EQUIPMENT............cccccsesseeseseecseseeteeeeeee! 42

9.8 PROJECT DATA
9.9 PROJECT MANAGER.
9.10 RESPOND TO SUBMITTALS
9.11 TESTS AND INSPECTIONS ...0......cceececccsceteseeneeseeteceseseseeeenesescsnseeseseecsnensaeanseeee 43

10 OWNERSHIP AND USE OF DOCUMENTS, ELECTRONIC FILES, AND OTHER
MATERIALS

11 TERMINATION OR SUSPENSION OF AGREEMENT .
11.1. TERMINATION BY EITHER PARTY FOR FAULT

11.2. TERMINATION BY TJPA FOR CONVENIENCE ....0.. ses ecsecsesseeseseeseesereeserseeneenes 44
11.3. PROCEDURE UPON TERMINATION ........c ccc cseeeseseetenesssesnesseacsnensseeneneee 45
11.4 SUSPENSION OF SERVICES UNDER THE AGREEMENT .......0......c.ceeccceeeee 46
12 INSURANCE .........csscssscssesesessesssesssesnssssecesseaeeensesaseensusseaeansneasseasanensasenersueseanseeaesesseneneaeens 46
12.1 COVERAGES .......eccccescscsescscesesesseceneseseseseesssnsnsnssesseusseseseensesesesusneesseeeaseasasecaneee 46
12.2 ENDORSEMENTS .........cceccccccescssseseeseseseseenenesesneressecsencasseeensessecsneasseesseeasarsesenee 48
12.3. CERTIFICATES OF INSURANCE ...0.......ccccecesesscs cesses eseeeeeeneseresneesseneeeeaseeenaneee 48
12.4 OTHER COVERAGES oo. cceccccsesesesseeeneesesneneesssnsnessecsuessseessnenssesesnersseasanensasansneee 48
13 INDEMNIFICATION .........c.ccscessssssessssssecessssesesessesesnsesseaesnsnesessassnsnsseseesesesesnsneneseensesseaeaes 48
TS GENERALLY src tetotatebchdadndatetetastctsededudedolatabshchesdodadetatehatcoshdedsdetatatahanebdadatadatehabene 48
13.2 LIMITATIONS 2.0... cccccccseseeseeseesesteseaseneesessenseessesssnssnssssreeassnessssesesesneeessneesensenes 49
13.3. COPYRIGHT INFRINGEMENT ..........cccccscssseseseesescessneseseseetssesssnsessseeneneesseenaneee 49
COMMON PROVISIONS: LIMITATIONG..........:s:sscssscssssssesseesesessesssesssnsnseseeasarsesssaeseseeseseneseaes 49
14 MODIFICATIONG........ccsesssssssesssssseesesscsessesscsessessseoceassneaneassusseensensensaneassnenneneeaseseserssessen 49
15 GUARANTEED MAXIMUM COSTS..........cscssesessesesnsseseeeesenssenseeenssenesnensseneneensecaeaneneneee 49

16 CERTIFICATION OF FUNDS; BUDGET AND FISCAL PROVISIONS; TERMINATION IN
THE EVENT OF NON-APPROPRIATION .........csccsscssssssssesssssseensessesssesstesseansceneeseserseenee 50

Design Services Agreement for the Transbay Transit Center Building Page iii17

LIABILITY OF THE TUPA...........ccscsecssssssssssesessessseseseensstsnsnsseaesneneneseneecessesnsesneseeneneaeaeens 51

18 SOLE BENEFIT...

19 NON-WAIVER OF RIGHTS

20 INDEPENDENT CONTRACTOR

21 WORKS FOR HIRE

22 QUALIFIED PERSONNEL.........cccccssssssssecsssesssessssssesnsseesseseessseesseenearscssensaeassceeacesereusaeee 52
23 SUBCONSULTANT.........:secssssssessesorsscsassnencenssseasensesesnsnseseessensseesesneressaraseneracseeneenesereesny 52
24 INCIDENTAL AND CONSEQUENTIAL DAMAGES .............scsssesssseessetssesesesnesesneeseeaeens 53
25 RESPONSIBILITY FOR EQUIPMENT ............cccccssscssssesesesesseessesesseseesstssesesnenesescsneaeaeaes 53
26 OWNERSHIP OF EQUIPMENT........s:ssssessessesscsnrsessersesseacsnesscsecneenstassesseasaeasensensansneeasens 53
27 FTA REQUIREMENTS ...........ccscsssesssssssessensncsnesesesseseneaesnsnsscsesesnsnsaessessessaesenuaeensesneaeans 53
28 COMPLIANCE WITH LAWS ..........ccccsssssessesssesssasseassesseseneecsnsseseseensaeansesnessseaneneasecenenenees 54
29 COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT ...........:.scssscssseeeeeseeeeee 54
30 TAXES. o.escesecssesessessessesnescsnesscasncsacsnsacsacsnsaueacsacsncaseseenesueneesecsesuesesseenesseserneeneceeneeneaneneeaeeae 54
COMMON PROVISIONS: CONTRACT ADMINISTRATION .........sscesscsssssssesseessseeseseseseeseeeses 54
31 EFFECTIVE DATE OF THE AGREEMENT.............ssssssssersssesssesssasseessrssessensssseenseearscans 54
32 NOTICES... cssssseeeseeteseseseeeeteesesneaeseasesneneesaesaseesenensecsnsnsaeasonenensssesenenesensensneanenseennacens 54
33 CONSTRUCTION ........cccsssesesseseseesstessseseesnsesesessesesesneseseseecssesneensesescsneeseaescensneatareeeene 55
34 ENTIRE AGREEMENT ...........scsssccsssssssescessscesersnssesessenearensesseassseneasassesseesasaneussesnsesseasarans 55
35 SEVERABILITY ...........2-2sccssssesessesseessesecessensesssetsessecnsncnenensesssesssessensnesnessecneseensaenseeseeese 55
36 AGREEMENT MADE IN CALIFORNIA; VENUE .........c.ccsecsssssessssnseseessresesseeeteseseeesaeaceee 55
37 ASSIGNMENT

38

39
40
“1

Design Services Agreement for the Transbay Transit Center Building Page ivCOMMON PROVISIONS: DISPUTE RESOLUTION...............cccscssssesseseseessssaeseenseseecsneneseeesees 57

42 AUDIT AND INSPECTION OF RECORDS..

43 ADMINISTRATIVE REMEDY FOR DISPUTEG.........scssssssssssssseneesssesnsesssscnsstsstsecsrenenas 57
44 SUBMITTING FALSE CLAIMS .........csscesssssessesssssessesesscssessenssesseeatsnssessnrsseseneeneenseneseeanens 58

COMMON PROVISIONS: RECORDS AND DISCLOSURES.

45 PROPRIETARY INFORMATION OF THE TJPA...sssssssssssssssssessessssssssnsesssnsassnnsseseseess 58
46 SUNSHINE ORDINANCE .......ccsssssscsssscsssscsssecsessesesscceesenscessesseseessnenssosseseesnnesseseeseeneess 59
47 NONDISCLOSURE OF PRIVATE INFORMATION. ...cccsssssssssccccssssssssssesescsssssnsneeeesesss 59
COMMON PROVISIONS: PUBLIC POLICY INITIATIVES ....ccssssssssssssssssssscsesssssssnsseesessussnne 60
48  NONDISCRIMINATION IN CITY CONTRACTS AND BENEFITS ORDINANCE........... 60
48.1 CONTRACTOR SHALL NOT DISCRIMINATE ....scsccccssssssssssssssesssssseesssusasseeeee 60
48.2 SUBCONTRACTS ...-scssccsessssssssssessssssssesssisssnsessssensesssssesessenusssarssseneunsesseeeee 60
48.3 NONDISCRIMINATION IN BENEFITS.
48.4
48.5
49 DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS..........sssssssssseesssseees 61
50 PROMPT PAYMENT TO SUBCONTRACTORS. ....sssssssssssssssssssssssscesesssssssssscessssanenee 62
51 REQUIRING MINIMUM COMPENSATION FOR EMPLOYEES ......ssssssssssssssscessssessseee 62
52. REQUIRING HEALTH BENEFITS FOR COVERED EMPLOYEES......ssscosssssssssssesseeee 65
53 _ FIRST SOURCE HIRING PROGRAM ......sssssesssssssccssssssnsesssesssnsssnsscesesssansnneeesensussnee 67

54 INTERN MENTORING PROGRAM

55 MACBRIDE PRINCIPLES—NORTHERN IRELAND ........c:sscsesssssrsessnsarsstseeseeneeseserseeses 69
56 DRUG-FREE WORKPLACE POLICY ........sscssssssssssssossnssssnssessnsnssnssesssenssnssenesasesssesaenees 70

COMMON PROVISIONS: ENVIRONMENTAL CONSERVATION

57 RESOURCE CONSERVATION .........cccccsssssssessesssesssesssansnsnsasssaesneneaeesesussnecsseansesneceaeaeene 70
58 TROPICAL HARDWOOD AND VIRGIN REDWOOD BAN.........sssssecsersessereeseseseeneeaseee 70

59 PRESERVATIVE-TREATED WOOD CONTAINING ARSENIC.

60 GRAFFITI REMOVAL.............ccssscsessssssessseesesesesesnesesesnenssescesesasesesesnesesesesnaseanscsnsneseacenenees 71

Design Services Agreement for the Transbay Transit Center Building Page vffl
ATTACHMENTS

1. Scope Definition
2. Fee Schedule
3. Schedule of Services
4. Key Employees
5. Subconsultants
APPENDICES
A. Program Requirements (Scope Definition Report, volumes 1 through 6 (March 2007))

B. FTA Requirements for Professional Services Contracts

Design Services Agreement for the Transbay Transit Center Building Page viAGREEMENT BETWEEN
THE TRANSBAY JOINT POWERS AUTHORITY
AND

PELLI CLARKE PELLI ARCHITECTS, INC.

THIS AGREEMENT is made and entered into by and between the TRANSBAY JOINT
POWERS AUTHORITY (the "TJPA"), a public entity, and PELLI CLARKE PELLI ARCHITECTS,
INC. (the "Architect".

WHEREAS, the TJPA desires that the Architect render professional design services in

connection with the design and construction of TRANSBAY TRANSIT CENTER BUILDING AND
RELATED STRUCTURES; and

WHEREAS, the Architect represents that it possesses the requisite professional expertise,
experience and resources to render such services in accordance with the terms and conditions of
this Agreement; and

WHEREAS, TJPA and the Architect intend that this Agreement comply with the regulations
of the Federal Transit Administration of the United States Department of Transportation ("FTA");
and

WHEREAS, on September 20, 2007, the TJPA Board of Directors (the "Board") adopted
Resolution No. 07-034, which authorized the Executive Director to negotiate with the Architect; and

WHEREAS, on May 15, 2008, the Board adopted Resolution No. 08-025, which authorized
the Executive Director to execute this Agreement.

NOW, THEREFORE, the TJPA and the Architect agree as follows:
1 THE PROJECT
1.1 DESCRIPTION

The TJPA does hereby engage the Architect to perform, under the terms and conditions in this
Agreement, professional services for the complete design of and related construction phase
services for the Transbay Transit Center Building (the "Project").

The Project shall consist of the Transbay Transit Center Building, the Bus Ramps connecting the
Transit Center Building to the Bus Storage Facilities and the West Approach to the Oakland-San
Francisco Bay Bridge, the interconnection and coordination with the Caltrain Downtown Extension

Design Services Agreement for the Transbay Transit Center Building Page 4(DTX) component of the Transbay Transit Center Program, including design of the train box and
platform, and the interconnection and coordination with the Transbay Tower. The Project will be
located over four blocks (from Fremont to Second Streets) between Mission and Natoma Streets in
the City and County of San Francisco.

The Project elements and requirements are set forth in Attachment 1 to this Agreement. The
Program Requirements for the Project are set forth in Appendix A. Both Attachment 1 and
Appendix A are incorporated by reference as if set forth here in full. In the event of a conflict
between this Agreement and Attachment 1 or Appendix A, and/or the documents referenced in the
Attachment and Appendix, this Agreement shall control.

1.2 FIXED BUDGET LIMIT OF PROJECT CONSTRUCTION COST

1.2.1 The fixed budget limit of construction cost (the "Fixed Budget Limit") for the Project is
Three Hundred Sixty Million Dollars ($360,000,000) in January 2007 dollars and cost
indices. The Fixed Budget Limit includes all of the costs of basic construction for the
foundation and the above-grade elements of the Transit Center Building (Phase |
construction), as more fully described in Attachment 1. The Fixed Budget Limit
excludes construction contingencies and alternates, either additive or deductive, the
cost of furniture, operating and office equipment, telephones and business networks,
furnishings, and the cost of artwork that is to be incorporated in the Project as an
integral building or site element of the Phase | elements of the Transit Center
Building as described in Attachment 1 to this Agreement.

1.2.2 The Architect is responsible for designing a comprehensive and complete Project
that conforms to the Fixed Budget Limit, +/- 5%. The Architect shall monitor the
design and estimate the construction cost for the Project as the design is developed,
according to the TJPA Cost Change Control Procedure described in Article 4.12
below, and also as the sequential trade packages are prepared and awarded, all in
coordination with the TJPA and the CM/GC, as set forth in Article 4.13 below. Such
coordination imposes no additional liability on the part of the TJPA or the CM/GC. In
the event that cost estimates prior to bidding or actual trade package bids, as may be
submitted at various phases or stages of design or construction, indicate that the
construction cost will exceed the Fixed Budget Limit after taking into account the
alternates described below in 1.2.2.1, the Architect shall, at the request of the TJPA
and at no cost to the TJPA: (i) revise the design and construction documents, plans

Design Services Agreement for the Transbay Transit Center Building Page 2and specifications and (ii) assist the TJPA with re-bidding of the Project or any trade
package(s), until the construction cost is within +/-5% of the Fixed Budget Limit,
subject to the following Articles 1.2.2.1, 1.2.2.2, 1.2.2.3, and 1.2.2.4. The following
Project elements are not included in the Fixed Budget Limit and shall not be
considered part of the no-cost bid and construction phase re-design obligations of
this Article: (a) the Bus Ramps and (b) Phase II (below-grade) construction (as
defined in Attachment 1). The Architect, however, acknowledges and agrees that
the TJPA shall set separate construction budgets for the Bus Ramps and for the
Phase II construction, and the Architect will be responsible, as part of Basic
Services, to design such elements to the stated budgets in conformance with Articles
3, 4, and 5 of this Agreement. Upon completion of the Construction Documents
phase for the Bus Ramps and Phase II construction elements, any re-design of the
Bus Ramps or Phase II construction elements necessitated by construction costs,
market forces, or other factors outside the control of the Architect, shall be
considered Additional Services under this Agreement.

1.2.2.1 The TJPA, at its sole discretion, may modify the Fixed Budget Limit, or may apply
additive or deductive alternates to the lowest responsive bid to meet the Fixed Budget
Limit. The Architect and the TJPA will confer at all phases of design and before the
design of any alternates. The Architect shall develop additive alternates with an
estimated value of not less than seven and one-half percent (7.5%) and deductive
alternates with an estimated value of not less than seven and one-half percent (7.5%)
of the Fixed Budget Limit, with final determination by the TJPA as to the scope of
such alternates, which alternates shall be a part of the bid package, and the order in
which the TJPA would accept such alternates to be fully designed and further
incorporated by the Architect into the final construction documents.

1.2.2.2 In the event that redesign services are necessary after the TJPA has received bids for
construction of the Project, the TJPA shall cooperate with the Architect in allowing
design changes. The final decision as to what elements of the Project are redesigned
shall rest solely with the TJPA. The Architect must complete any redesign within two
(2) months of notification by the TJPA of its intent to redesign, not including the time
for TJPA review. In the event the redesign is so substantial that the Architect

reasonably believes that more time is required, the Architect shall request written

Design Services Agreement for the Transbay Transit Center Building Page 3approval from the TJPA for additional time, which approval shall not be unreasonably
withheld.

1.2.2.3 In the event that redesign services are performed after the Architect has received
notification by the TJPA to redesign and modify the Contract Documents, preparation
of modified Construction Documents and preparation of a Final Architect's Estimate of
Construction Cost, and obtaining TJPA approval of the final Construction Documents,
shall be the limit of the Architect's strict responsibility arising out of the establishment
of the Fixed Budget Limit. This, however, shall in no way limit the Architect's
responsibility or the TJPA's remedies in the event that the reason that the Fixed
Budget Limit was exceeded was the result of the Architect's negligent acts, errors or

omissions.

1.2.2.4 Should the TJPA accept a bid which exceeds the Fixed Budget Limit, there shall be

no additional compensation (i.e., no proportional increase in fee) to the Architect.

1.3 SCHEDULE OF SERVICES

1.3.1 Time is of the essence in this Agreement with respect to the performance of all
provisions of this Agreement and with respect to all Project schedules in which a
definite time for performance by the Architect and the Architect's Consultants is
specified; provided, however, that the foregoing shall not be construed to limit or
deprive a party of the benefits of any grace period provided for in this Agreement.
The parties acknowledge that delay is one of the greatest causes of waste and
increased expense in any construction project. The Architect shall act diligently in
anticipating and performing its required tasks in a manner so as to not unreasonably
delay the prosecution of any services or work with respect to the Project.

1.3.2 Attached to this Agreement as Attachment 3 is a preliminary schedule of services
indicating the times and sequences assumed for the completion of all services
required under this Agreement. Within fifteen (15) days after the Architect's receipt
of a Notice to Proceed (NTP) from the TJPA, the Architect shall submit for TJPA
approval a progress schedule of services. The progress schedule of services shall
be in the form of a progress Gantt (schedule bar) chart indicating phases, tasks,
durations and times, and sequences of key activities, TJPA, City and other required
reviews and approvals as related to the services in this Agreement, but excluding
detailed construction schedules. Upon approval of the progress schedule of services

Design Services Agreement for the Transbay Transit Center Building Page 41.3.3

1.3.4

1.4

1.4.1

1.4.2

by the TJPA, the Architect shall adopt the schedule as a baseline schedule, and ona
monthly basis submit a progress schedule indicating actual progress compared to
the baseline schedule. The TJPA shall equitably adjust the schedule to
accommodate delays not due to the fault of the Architect.

Construction administration phase duration for the Project is estimated to be forty-
eight (48) months. Should the Architect be required to perform construction
administration phase services for a period beyond a total duration of fifty-four (54)
months, due to no fault of the Architect, the Architect is entitled to additional
compensation and is obligated to provide complete and accurate documentation of
all actual increased cost of performance of its services. In the event that the
construction is delayed beyond the scheduled completion date due to the fault of the
Architect, as determined by the TJPA in its sole discretion, then the Architect shall
continue to provide construction administration phase services in accordance with
this Agreement through the actual completion of construction at no additional charge
to the TJPA. In such event, the TJPA reserves all rights as against the Architect.
The Architect may submit any disputed amounts as a claim.

The Architect shall receive written authorization from the TJPA prior to proceeding
with each phase described under Articles 4, 5 and 6, below.

PROGRAM

The Program elements and requirements for the Project are set forth in Appendix A.
The Program generally requires that the Project shall result in a Transbay Transit
Center Building and bus ramps, suitable for use as a major public transportation
terminal for buses and trains interconnected with a privately-developed Transbay
Tower.

The Project is part of Transbay Transit Center Program. The Transbay Transit
Center Program is comprised of the following projects: (i) on the site of the existing
Transbay Terminal, the construction of (a) a new Transbay Transit Center Building
and (b) development by a third party Developer of a Transit Tower adjacent to the
Transit Center on the property bounded by the Transit Center and Mission, Fremont,
and First Streets; (ii) a rail tunnel and rail systems to extend Caltrain from Fourth and
King Streets to the Transit Center, known as the Caltrain Downtown Extension (DTX)
Project; (iii) a new underground Fourth and Townsend Street Caltrain Station; (iv)

Design Services Agreement for the Transbay Transit Center Building Page 5modifications to the existing surface station at Fourth and King Streets; (v) temporary
bus terminals; (vi) ramps connecting the Bay Bridge to the transit Center; and (vii)
new permanent bus storage facilities. The Transbay Transit Center Program is
generally described and set forth in the Transbay Terminal/Downtown Caltrain
Extension/Redevelopment Project Final Environmental Impact Statement
/Environmental Impact Report dated March 2004, which is incorporated by reference
as if set forth here in full. The Architect must request, review and incorporate
requirements for the Project that may be established in such referenced documents.

2 DEFINITIONS
For all purposes of this Agreement, the following definitions shall apply:

2.1

2.2

2.3

2.4

ADDITIONAL SERVICES

shall mean the services that the TJPA, in writing, authorizes the Architect to perform
which are in addition to the services included within Basic Services.

ADVISE

shall mean “make recommendations to."

APPROPRIATE AUTHORITIES

shall mean any private, local, municipal, county, state, regional or federal authority
or agency having jurisdiction of any kind over the Project. This term is intended to
include those agencies and authorities that may require information or the filing of
plans, specifications, etc., in connection with the Project on either a voluntary or
non-voluntary basis. This term includes, but is not limited to, the State Fire
Marshall, the San Francisco Planning Department, the San Francisco Department of
Public Works, the San Francisco Municipal Transportation Agency, the San
Francisco Department of Building Inspection, any of the transit agencies operating
or planned to operate at the Transbay Terminal, and other entities as the TJPA may
direct in writing.

ARCHITECT

shall mean Pelli Clarke Pelli Architects, Inc., serving as the prime consultant
under this Agreement with the TJPA for the Project, whether providing architectural,

engineering, or other professional design services.

Design Services Agreement for the Transbay Transit Center Building Page 62.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

AUTHORIZATION
shall be the direction of the TJPA properly executed by the Executive Director or
designee of the TJPA and certified by the Chief Financial Officer of the TJPA for the
specific funding of this Agreement or any modification thereof and other written
approvals by the TJPA.

BASIC SERVICES
shall mean the services described in Articles 4, 5 and 6 below that the Architect is

required to provide for the Fee as set forth in Article 8 below.

CHIEF FINANCIAL OFFICER
shall mean the Financial Manager of the TJPA.

CITY
shall mean the City and County of San Francisco, a municipal corporation, within
whose jurisdiction the Project resides.

CONSTRUCTION DOCUMENTS
shall include working drawings, specifications, general conditions and special and/or
supplementary general conditions, information for bidders, accepted bid proposals
and addenda developed to set forth in detail all aspects of the design, function and
construction of the Project.

CONSTRUCTION MANAGER
shall mean the construction consultant retained directly by the TJPA for the purpose
of assisting the TJPA in the areas of oversight and management of the Contractor,
estimating value engineering and negotiation of changes to the contract, bidding of
contracts, field inspection, and the like, or TJPA forces designated to provide these

services.

CONSTRUCTION MANAGER /GENERAL CONTRACTOR (CM/GC)
shall mean the prime construction general contractor selected by the TJPA through
a competitive process or as otherwise authorized by law, referred to as a "CM/GC,"
to provide pre-construction services, to bid trade work, and to perform, coordinate,
and oversee construction of the Project.

CONSULTANT PROJECT PRINCIPAL-IN-CHARGE
shall mean one prime individual, empowered by the Architect to represent and make
decisions and commit the resources of the entire consultant team, whose

responsibility is to direct, coordinate and control the entire team in its efforts to

Design Services Agreement for the Transbay Transit Center Building Page 72.13

2.14

2.15

2.16

2.16.1

2.16.2

2.16.3

2.16.4

successfully prepare and complete the Basic Services described herein, regardless
of any other key persons provided.

CONTRACT DOCUMENTS
shall include the TJPA-Contractor construction contract and all documents (whether
electronic or hard copy) designated in the construction contract as part of the
construction contract, including working drawings (plans), specifications, addenda,
general conditions and special and/or supplementary general conditions of the
contract.

CONTRACTOR
shall mean the prime construction general contractor (see also CM/GC) selected by

the TJPA through a competitive bid process or as otherwise authorized by law.

DEVELOPER
shall mean Hines, the intended private developer of the Transbay Transit Center
Tower, or any successor developer.

DRAWING SET
shall mean the required submissions of design or construction documents by the
Architect to the TJPA. Required Drawing Sets shall be provided in the formats
noted below, for each phase of work.

Schematic Design Phase: five (5) full size and five (5) half size plotted or printed
sets of drawings, one (1) reproducible set of drawings, and CADD files on compact
disc. Reports, schedules and other written documents: ten (10) hard copies and
original documents on compact disc.

Design Development Phase: five (5) full size and five (5) half size sets of drawings,
one (1) reproducible set of drawings and CADD files on compact disc. Outline
specifications, reports, schedules and other written documents: ten (10) hard copies
and original documents on compact disc.

Construction Documents Phase: 50%, 95% and 100% submittals: one (1) full size
and five (5) half size sets of drawings, one reproducible set of full size drawings, and
CADD files on compact disc. Outline specifications, reports, schedules and other

written documents: one (1) hard copy and original documents on compact disc.

Construction Bid Phase: all documents on compact disc.

Design Services Agreement for the Transbay Transit Center Building Page 82.16.5

2.16.6

2.16.7
2.16.8

2.16.9

2.16.10

2.16.11

2.16.12

2.17

CADD drawings shall be provided in AutoCAD R2004 or more recent version, and
corresponding pen files and image files, or other computer drawing and drafting
software approved by the TJPA.

Written documents, spread sheets and cost estimates on Microsoft Office Suite 2003
(Word and Excel)
Schedules in Microsoft Project 2003.
Audiovisual presentations in Microsoft PowerPoint 2003.
Image files in JPG, GIF, PIC, TIF and BMP formats. These images shall be made
available on any storage format selected by the TJPA.
Renderings in Adobe Photoshop 7.0 and 3D Studio VIZ, or other software approved
by the TJPA.
Presentation boards, mounted on 3/8-inch or %-inch Gatorboard.
Architectural models shall be composed of painted Plexiglas, wood or other materials
as requested as a part of additional services and as approved by the TJPA and
mounted on wooden base with optically clear Plexiglas panel covering suitable for
public display.

FINAL COMPLETION

shall mean acceptance by the TJPA of the Phase | Construction work for the Project as fully

and satisfactorily complete. The scope of Phase | Construction is defined in Attachment 1.

2.18

2.19

FIXED BUDGET LIMIT

as defined in Article 1.2, the Fixed Budget Limit represents the TJPA’s budget for
bid and award of a construction contract for the complete construction of the Project.
The Fixed Budget Limit shall be final and may not be changed except by written
amendment to this Agreement specifically referring to a change in the sum specified
in Article 1.2 above.

NOTICE TO PROCEED (N