Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink AboutC01-281 Traffic Engineering Services Corridor Feasiblity StudyAGREEMENT FOR TRAFFIC ENGINEERING SERVICES SH 6 ACCESS CONTROL PLANS AND CORRIDOR FEASIBILITY STUDY This Agreement for Traffic Engineering Services dated as of , 2001, is between Eagle County, by and through its Board of Co my Commissioners ( "County "), and Felsburg Holt & Ullevig ( "Contractor "). WHEREAS, what is the purpose /intent of this contract. For good and valuable consideration, including the conditions set forth herein, the parties agree to the following: 1. Scope of the Work: The Work shall be comprised of the following tasks: (1) Project Initiation; (2) Data Collection; (3) Travel Demand Estimation; (4) Capacity Analysis and Improvements Evaluation; (5) Traffic Calming Element; (6) Public Process, and; (7) Documentation, all as described in the Contractor's proposal attached as "Exhibit A." 2. Contractor's Performance: Contractor shall be responsible for the completeness and accuracy of the Work, supporting data and other documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Contractor's Work shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Work in a skillful, professional, and competent manner and in accordance with the standards of care, skill, and diligence applicable to engineers, as the case may be with respect to similar work. 3. Time of Performance and Termination: Contractor shall commence the Work within ten (10) business days after the date of this Agreement. All Work shall be completed not later than April 30, 2002. 4. Compensation and Payment: In consideration of its performance of the scope of work, Contractor shall be paid monthly based on percent of completion by task and direct expenses at cost. The total fixed price fee is $95,700.00. Payment shall be made in accordance with the following: a. Contractor shall submit to County monthly invoices of the percent of completion and expenses incurred during the previous calendar month. b. The professional fees and reimbursable expenses shall be due and payable within thirty (30) days after submittal by Contractor togetherwith submission of any required clarification and documentation. Agreement Page 1 C. For the purposes of this Agreement, the term "reimbursable costs" shall include only actual out -of- pocket expenses incurred by Contractor in connection with the Work, including the reasonable expenses incurred for travel to and from Contractor's regular place of business. Reimbursable costs will include report printing and map production but not other photo- reproduction costs. d. Hourly rates shall be as provided in Contractor's Standard Wage Rates as set forth in Exhibit B and incorporated herein by this reference. Fractional hours will be billed at the nearest one - quarter hour. e. The parties hereto recognize that the scope of the Work may change. When Contractor believes that the scope of the Work has been changed or that by reason of a decision of County it will be required to redo properly completed Work, Contractor shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such work. Contractor shall not be entitled to be paid for any such additional work unless and until County agrees in writing that the scope of the Work has changed and accepts the statement of the maximum additional charges. f. Contractor shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment hereunder, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirements of this Agreement and the law. g. Additional services, if required beyond the scope of work, shall be separately negotiated and agreed to by both the County and Contractor prior to the Contractor performing the additional service. 5. Project Management: Charles M. Buck, P.E. shall be designated as Contractor's Project Manager for the Work. Helen Migchelbrink, County Engineer, Eagle County, shall be County's manager responsible for this Agreement. All correspondence between the parties hereto regarding this project shall be between and among the project managers. Either party may designate a different project manager by notice in writing., 6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No agent, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and Agreement Page 2 entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Agreement. 7. Personnel: Contractor understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of Charles M. Buck, P.E.. This Agreement is conditioned upon the continuing direct personal involvement of Charles M. Buck, P.E. in the Work. County understands that other employees of Contractor will be working on portions of the Work; however, these employees shall be under the direct supervision of Charles M. Buck, P.E. at all times. In the event that Charles M. Buck, P.E. is unable to remain involved in the Work, Contractor shall immediately notify County and County shall have the option to terminate this Agreement. 8. Ownership of Documents: All documents which are obtained during or prepared in the performance of the Work are copyrighted and shall remain the property of the County, shall be so designated on the face of the document, and are to be delivered to County's project manager before final payment is made to Contractor or upon earlier termination of this Agreement. 9. Confidentiality: Contractor acknowledges that it may receive confidential information from County for use in connection with its performance of the Work. Contractor further acknowledges that it may in the performance of the Work develop information, including facts, data, and opinions, which are, or in County's judgement should be, confidential or limited in terms of dissemination. Contractor shall take all precautions necessary to maintain and protect the confidentiality of any such information and to ensure that it shall be used only for the purposes of the Work. All facts, data, and opinions developed by Contractor in the course of its performance of the Work shall be deemed to belong to County and no such facts, data, or opinions shall be disseminated to anyone for any purpose without County's express written consent. Upon completion of the Work, Contractor shall return to County all material it supplied to Contractor in connection with the performance of the Work. 10. No Assignment: The parties to this Agreement recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement County is relying upon the personal services and reputation of Felsburg Holt & Ullevig. Therefore, Contractor may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. Agreement Page 3 11. Conflicts of Interest: Neither Contractor nor its subcontractors, nor any of their respective principals, officers, employees, or agents shall, at any time during the term of this Agreement and continuing through three (3) months following completion of the Work, perform consulting work which would constitute a conflict of interest, including but not limited to work on behalf of persons owning property within the area which is the subject of the Work. By acceptance of this Agreement, Contractor represents and warrants that any and all of its professional representations and associations, and those of its subcontractors and of their respective principals, officers, employees and agents, direct or indirect, which would conflict in any manner or degree with the professional and impartial performance of services required under this Agreement have been terminated. 12. Notices: Any notice and all written communications required under this Agreement shall be given by personal delivery, courier delivery, facsimile transmission together with a "hard copy" by United States mail, or first class mail, to the appropriate party at the following addresses: Contractor: Charles M. Buck, P.E. Felsburg Holt & Ullevig 7951 E. Maplewood Ave., Suite 200 Greenwood Village, CO 80111 tel. 303 - 721 -1440 fax 303 - 721 -0832 County: Helen Migchelbrink, County Engineer Eagle County P.O. Box 850 Eagle, CO 81631 tel. 970 - 328 -8760 fax 970 - 328 -7185 Notice shall be deemed given on the first to occur of delivery, transmission by facsimile (if transmitted during customary business hours, or the following business day if not), or three calendar days after deposit in the mails, as applicable. 13. Miscellaneous: a. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation, or family responsibility. Contractor shall require all subcontractors to agree to the provisions of this subparagraph. b. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This agreement embodies the entire understanding and agreement of Agreement Page 4 n t, the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the scope of the Work, except by a written document of equal formality executed by both parties hereto. C. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. d. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. Agreement Page 5 r r "COUNTY" COUNTY OF EAGLE, STATE OF * * COLORADO, By and Through its ATTEST: ��0121 BOARD OF COUNTY COMMISSIONERS By: s I rk to the Board of Tom C. Stone, Chairman County. Commissioners "CONTRACTOR" STATE OF COLORADO ) ) ss County of 41dl ) The foregoing was acknowledged before me this /-/�dday of 4��fely 2001 by 4�Dl J. L1 011 as /2 �i1��`i��— of /A/ e WITNESS my hand and official seal. f My commission expires�1 Notary Public Agreement Page 6 lX l EXHIBIT "A" PROPOSAL TO EAGLE COUNTY, COLORADO FOR TRANSPORTATION SERVICES Continuing development along State Highway 6 in Eagle County, Colorado places increased pressure on the existing transportation infrastructure. In an effort to ensure safe and efficient travel within this area, the EDWARDS AREA ACCESS CONTROL PLAN, Felsburg Holt & Ullevig, 1997, was developed. This Access Control Plan formed the basis for an Intergovernmental Agreement (IGA) between Eagle County and the State of Colorado. To assist Eagle County in continuing transportation planning efforts, the following scope of work is proposed to update and expand our previous efforts to incorporate the section of State Highway 6 between Squaw Creek Road (Milepost 163.40) near Edwards and State Highway 24 at Dowd (Milepost 174.54). Previous efforts on 1 -70G, the Edwards Spur Road, will also be updated. This work will be performed concurrently and in conjunction with the US 6 Corridor Feasibility Study to be conducted by PBS & J for the Colorado Department of Transportation. WORK PROGRAM 1. Project Initiation- During this initial task, the chain of communication between all participants will be established. Additionally, all work tasks, public participation process, technical approaches, and work products will be discussed and any necessary revisions will be made to the final work plan. 2. Data Collection- Compile existing count data to be provided by Eagle County and CDOT. Conduct daily traffic counts along roadway segments and AM /PM peak hour counts at major intersections along the entire corridor, as needed. Coordinate with PBS & J to conduct a field inventory of current roadway conditions. Compile updated future land use data and obtain available GIS data and aerial mapping of the corridor from Eagle County. Obtain current traffic accident data and existing access permits from CDOT. 3. Travel Demand Estimation- Update and refine, as directed, the traffic volume projections contained in the 1 -70 Mountain Corridor PETS traffic forecast model to reflect future conditions at the accesses and intersections along the study corridor. This effort will utilize the future land use data, development plans, and previous traffic studies and transportation planning efforts within the study area. Traffic volumes for both summer and winter conditions will be developed. 4. Capacity Analysis and Improvements Evaluation- Conduct roadway and intersection capacity analyses for both existing and projected future conditions. This effort will be divided between PBS &J and FHU, with FHU performing the analyses for the western (Edwards area) segment and PBS &J performing the analyses for the eastern corridor segment. Using CDOT safety assessment methodology, conduct an analysis of the accident data to identify accident trends, high hazard locations, and potential EXHIBIT "A" mitigation measures. Coordinate with PBS & J to develop improvement alternatives and conceptual roadway cross - sections to maintain acceptable traffic operational levels. Evaluate access locations and needs relative to the updated current and projected conditions. Prepare preliminary opinions of probable cost for the improvement alternatives. Develop an improvements prioritization schedule based on critical needs, ease of implementation, and costs. These efforts will make use of previous findings contained in the Access Control Plan and recent traffic engineering studies. Specific issues to be evaluated include: • Future traffic signal locations and /or potential roundabout locations. • Potential for a Frontage Road along 1 -70 to alleviate traffic on SH 6 in the Edwards Area. • Potential for an additional Interchange or partial Interchange on 1 -70, based on FHWA and CDOT policy. • Potential pedestrian, bicycle, and equestrian improvements. 5. Traffic Calming Element- Develop traffic calming alternatives and recommend policies for use on non - arterial roadways in the Edwards Area. 6. Public Process- Interaction with area residents, businesses, and key metro districts is seen as an important component of this project. Coordinate with PBS &J to conduct public scoping meetings during the developmental phase of the project to elicit public input and present alternatives. Participate in up to 12 outreach meetings with elected officials and special interest groups. A technical committee, consisting of key decision making entities, will be established; participation in up to 5 technical committee meetings is included in this scope of work. In addition, two public hearings to present the recommended plan is included. 7. Documentation- Prepare documentation summarizing the data collected, the analyses conducted, and the resultant findings and recommendations. This documentation will consist of two separate access control plan reports: one for the Edwards area, and one for the remaining segment of SH 6. Documentation will be coordinated with PBSU for incorporation into the Corridor Feasibility Study. COST OF SERVICES The following table summarizes the estimated man -hours and costs associated with the above Scope of Work. EXHIBIT "B" C MAN -HOUR ESTIMATE AND ESTIMATED BUDGET C, :::..: .:...::............: :: :. principal;:: :: 1. Project Initiation 10 16 10 36 2. Data Collection 6 28 66 100 3. Travel Demand Estimation 12 64 80 156 4. Capacity Analysis/ Improvements 40 50 82 24 196 5. Traffic Calming 6 8 12 26 6. Public Process 65 120 100 58 343 7. Documentation 12 62 52 50 176 Total Hours 151 348 402 132 1,033 Total Labor Cost $19,630 $29,580 $26,130 $7,260 $82,600 Other Direct Costs: Traffic Counts $ 6,500 Public Involvement (Presentation Materials) $ 1,200 Travel $ 5,000 Reproduction $ 400 $13,100 GRAND TOTAL $95,700 EXHIBIT "B" i GENERAL CONDITIONS c r. GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Work. 2. If Contractor fails to obtain the tax exemption(s) applicable to public works projects from sales, consumer, use and similar taxes, Contractor shall pay the same. County will cooperate with Contractor to obtain tax exemption for this project. 3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from responsibility for successfully performing the Work without additional expense to the County. County assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 4. Before commencing activities, Contractor shall: (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to Contractorwith the Agreement; and (3) promptly report errors, inconsistencies oromissions discovered to County. 5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. 6. Contractor, as soon as practicable, shall furnish in writing to the County the names of subcontractors and suppliers for each portion of the Work. 7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of County. In any event, County may grant an extension of time for the completion of the Work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by the County, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reason of such causes, and provided further that Contractor shall have given County immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing of the cause of the detention or delay. General Conditions Page 1 C 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor represents to County that: (1) the Work will be free from defects not inherent in the quality required or permitted; (2) the Work will conform to the requirements of the Agreement; and (3) if any materials and equipment are furnished under this Agreement they will be new and of good quality. 10. Contractor shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to County, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptly notify County in writing of any conflicts between the specifications for the Work and such governmental laws, rules and regulations. 11. Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. 12. Contractor shall be solely responsible for the protection of the Work until its final acceptance by County. Contractor shall have no claim against County because of any damage or loss to the Work, and shall be responsible for the complete restoration of damaged Work to its original condition. In the event Contractor's Work is damaged by another party, not under his supervision or control, Contractor shall make his claim directly with the party involved. If a conflict or disagreement develops between Contractor and another party concerning the responsibility for damage or loss to Contractor's Work, such conflict shall not be cause for delay in Contractor's restoration of the damaged Work. 13. Contractor's Insurance: Contractor shall purchase and maintain in a company or companies to which County has no reasonable objection such insurance as will protect Contractor and County from claims which may arise out of or result from Contractor's operations under the Agreement, whether such operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The insurance required shall be written for not less than any limits of liability required by law or by those set forth below, whichever is greater, and shall include contractual liability insurance as applicable to Contractor's obligation. All such insurance shall be written by companies authorized to do insurance business in the State of Colorado. a. Workmen's Compensation including occupational disease, and Employer's Liability Insurance in amounts and coverage as required by the laws of Colorado. General Conditions Page 2 b. Comprehensive General Liability Insurance - Contractor shall maintain a Comprehensive General Liability Form of Insurance with bodily injury liability limits of $500,000 for any one (1) person in any one occurrence and $1,000,000 for two (2) or more persons in any one occurrence and with property damage liability limits of $500,000 in any one occurrence. Certificates of Insurance: Certificates of Insurance acceptable to the County shall be filed with the County prior to commencement of the Work.. These Certificates shall contain provisions naming the County as an additional insured under Contractor's insurance, and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given the County. Contractor and his subcontractors shall not permit any of his subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with the County. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive the County's rights hereunder. Subcontractors: Before permitting any of his subcontractors to perform any Work underthis contract, Contractorshall either (a) require each of his subcontractors to procure and maintain during the life of his subcontracts, Subcontractor's Public Liability and Property Damage Insurance of the types and in the amounts as may be applicable to his Work, which type and amounts shall be subject to the approval of the County, or (b) insure the activities of his subcontractors in his own policy. 14. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless County, its board, commissioners, employees, and the agents of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused ' s II - i --4 by negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. 15. After execution of the Agreement, changes in the Work may be accomplished by Change Order or by order for a minor change in the Work. County, without invalidating the Agreement, may order changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions. a. No Change Orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the Contractor that lawful appropriations to cover the costs of the additional work have been made. General Conditions Page 3 b. A Change Order shall be a written order to the Contractor signed by County to change the Work. C. County will have County to order minor changes in the Work not involving changes in the Contract Price or the Contract Time. Such changes shall be written orders and shall be binding on the Contractor and County. Contractor shall carry out such written orders promptly. 16. Final Payment: Upon written notice from Contractor that the Work is complete, County will make a final inspection with Contractor, and will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or non - conforming. Contractor shall immediately take such measures as are necessary to remedy such deficiencies. After Contractor has completed all such corrections to the satisfaction of County, Contractor may make application for final payment following the procedure for progress payments. The final application for payment shall be accompanied by all documentation called for in the contract documents, and such other data and schedules as County may reasonably require, together with complete and legally effective releases or waivers (satisfactory to County) of all liens arising out of, or filed in connection with the Work. In lieu thereof, and as approved by County, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the Work, for which County or his property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to County to indemnify County against any lien. 17. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to County at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens "). 18. Final payment shall not become due until Contractor submits to County releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances arising out of the Work. Final payment is subject to the Final Settlement requirements and time periods set forth in C.R.S. §38 -26 -107. 19. Contractor's obligation to perform and complete the Work in accordance with the contract documents shall be absolute. Neither the recommendation of any progress or final payment nor the payment by County to Contractor under the contract documents, General Conditions Page 4 C/ 3 nor any use or occupancy of the Work or any part thereof by County, nor any act of acceptance by County, nor any failure to do so, nor any correction of defective Work by County shall constitute an acceptance of Work not in accordance with the contract documents or a release of Contractor's obligation to perform the Work in accordance with the contract documents. 20. If Contractor fails to correct Work which is not in accordance with the Agreement, the County may direct the Contractor to stop the Work until the correction is made. 21. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a seven day period after receipt of written notice from the County to correct such default or neglect with diligence and promptness, the County may, without prejudice to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by County or a Change Order shall be issued deducting the cost of correction from payments due the Contractor. 22. The Contractorshall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Agreement. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liable. 23. Contractor shall promptly correct Work rejected by County as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 24. Contractor represents to County that all Work will be in accordance with the Contract Documents. Prompt notice of all non - conforming work shall be given to Contractor. If, within one year after the date of completion, or such longer period of time as may be set forth in the Agreement (including the Bid), prescribed by law, prescribed by the terms of any applicable warranty given by a materials supplier or required by or a part of the Agreement, any Work is found to be non - conforming, Contractor shall promptly, without cost to County, and in accordance with County's written instructions, either correct such non - conforming Work, or, if it has been rejected by County, remove it from the site, and replace it with conforming work. If Contractor does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, County may have the non - conforming Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by Contractor. 25. County may terminate this Agreement, in whole or in part, for its convenience upon providing written notice, by delivery or by mail, to Contractor. Upon such termination, County shall be liable only for Work satisfactorily completed prior to the notice and for General Conditions Page 5 unavoidable expenses directly incurred for performance of those parts of the Work which have not been satisfactorily completed, provided that, at its sole option, County may require that Contractor complete particular tasks or subtasks on a time and reimbursable expenses basis as provided in paragraph 4 hereof. Upon termination Contractor shall deliver to County all photographs, drawings, illustrations, text, data, and other documents entirely or partially completed, together with all material supplied to Contractor by County. Payment will be due within thirty (30) days after Contractor has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. 26. In the event of any conflict between the provisions of these General Conditions and the Specifications or the Agreement, the terms of the Specifications or the Agreement, as the case may be, shall control. General Conditions Page 6