HomeMy WebLinkAboutAgreement for Professional Services from L.P.A Group Incorporated
Augusta Richmond GA
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YEAR: d. () () ~
BOX NUMBER: 1lo
FILE NUMBER: J lo ~ to 3
NUMBER OF PAGES: "'3 <ir
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
AUGUSTA AVIATION COMMISSION
AND
THE LPA GROUP INCORPORATED
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CONTENTS
Page
Preamble and Agreement................................................................................................... 1 to 2
Exhibit A - General Provisions for Program Management and
General Consulting Services ........................................................................................... A-I to A-2
Exhibit B - General Provisions for Planning and
Environmental Services .................... ...................................... ....... ................................ B-1 to B-2
Exhibit C - General Provisions for Engineering Services ................................................. C-l to C-8
Exhibit 0 - General Provisions for Architectural Design
Services.................... ....... .............. ......... ........................ ......... ........................................ 0-1 to 0-10
Exhibit E - Duties, Responsibilities, and Limitations of
Authority of Resident Project Representative ................................................................ E-l to E-4
Exhibit F - Payments and Miscellaneous Provisions ......................................................... F-l to F-8
Exhibit G - Sample Work Authorization Form.................................................................. G-I
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
AUGUSTA AVIATION COMMISSION
AND
THE LPA GROUP INCORPORATED
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THIS AGREEMENT is made and entered into this JL day of ;;'l~ ,20_, by and
between the AUGUSTA AVIATION COMMISSION an instrumentality of AUGUSTA,
GEORGIA, a political subdivision of the state of GEORGIA, hereinafter referred to as the
OWNER, and THE LPA GROUP INCORPORATED, hereinafter referred to as the
CONSULTANT.
WITNESSETH
WHEREAS, the OWNER intends to initiate various planning, design, engineering and
environmental projects and construct certain airfield, landside, and terminal improvements over the
next five (5) years, more or less, at the Augusta Regional Airport at Bush Field, referred to as the
PROJECT, each of which will be described in future Work Authorizations; and,
WHEREAS, the OWNER may require other general consulting services in the conduct of its
business over the period of this AGREEMENT, which will be described in future Work
Authorizations; and,
WHEREAS, the CONSULTANT has represented to the OWNER that it is qualified to
perform the various described tasks and work of the projects, and, based upon CONSULTANT's
representations, the OWNER desires to retain the services of the CONSULTANT to perform the
work described herein.
NOW THEREFORE, for and in consideration of their mutual benefit, the parties hereto agree
as follows:
The CONSULTANT shall, upon receipt of each duly executed Work Authorization, perform
the work described in the Work Authorization in accordance with the attached Exhibits "A", "B",
"C", "D", and "E" as may be required in said Work Authorizations.
The OWNER, in consideration of the performance of the CONSULTANT's undertakings
under this AGREEMENT, pursuant to Work Authorizations fully executed by the OWNER and
CONSULTANT, shall pay the CONSULTANT the consideration determined in each Work
Authorization; which consideration shall constitute complete payment for all services furnished in
connection with the work required to be performed under the Work Authorization.
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June 24,2002
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The following Exhibits are attached to and made part of this AGREEMENT:
A - "General Provisions for Program Management and General Consulting Services"
B - "General Provisions for Planning and Environmental Services"
C - "General Provisions for Engineering Services"
D - "General Provisions for Architectural Design Services"
E - "Duties, Responsibilities, and Limitations of Authority of Resident Project
Representative"
F - "Payments and Miscellaneous Provisions"
G - "Sample Work Authorization Form"
This AGREEMENT shall apply to all projects initiated within five (5) years, more or less,
after the effective date of the first Work Authorization.
This AGREEMENT, together with the Exhibits identified above and subsequent Work
Authorizations, constitutes the entire agreement between the OWNER and the CONSULTANT and
supersedes all prior written or oral understandings. This AGREEMENT and said Exhibits may only
be amended, supplemented, modified, or canceled by a duly executed written instrument. This
AGREEMENT and said Exhibits shall be hereafter referred to as the MASTER AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have made and executed this AGREEMENT as
of the date first above written.
WITNESS: f,~4--{}~
AUGUSTA AVIATION COMMISSION
BY: '7it~~. Jt~ -
11/1 r
TITLE: ~
. ~ AUGUST ,
A~T~ ~ qJy:
TITLE:
. THE LPA GROUP INCORPORATED
BY: L~ Jl4- ;u;Li
TITLE:--.V: rei &~'JJE~
-
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June 24, 2002
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EXHIBIT A
GENERAL PROVISIONS FOR PROGRAM MANAGEMENT AND GENERAL
CONSULTING SERVICES
This is an exhibit attached to and made a part of the AGREEMENT between the OWNER
and the CONSULTANT for Professional Services. For elements of the PROJECT described in the
referenced AGREEMENT, the CONSULTANT shall perform Professional Services in accordance
with acceptable architectural, engineering and surveying practices. These services shall be the limits
of the CONSULTANT's responsibility under this AGREEMENT.
These General Provisions set forth the general requirements for the performance of the
various services for program management and general consulting required under this
AGREEMENT. The CONSULTANT under each duly executed Work Authorization shall perform
the scope of work required by such Authorization, and unless requirements to the contrary are
specifically prescribed therein, shall perform the required services in accordance with the following
requirements.
SECTION I - PROGRAM MANAGEMENT AND GENERAL CONSULTING SERVICES
A. The services for program management respond to the complexities resulting from multiple
project, multi-discipline, and long-range programs. Typical program management services
can include:
1. Project formulation/programming;
2. Projects coordination;
3. Master program scheduling;
4. Consultantlsubconsultant coordination;
5. Funding and financial coordination assistance;
6. Meeting preparation and documentation; and,
7. Technical assistance.
B. The general consulting services to be provided under this section are undefined, general in
nature, and only required periodically by the OWNER. Typical services anticipated might
include:
1. Presentation preparation;
2. Coordination of meetings with local, state, and federal officials;
3. Site visits;
4. Facility inspection;
5. Obstruction surveys;
6. Property surveys
7. Other services requested by the OWNER that are not otherwise directly associated
with a current project.
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June 24. 2002
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C. Specific program management services will be reviewed in advance with the OWNER and
set forth in each Work Authorization. FAA approval of scope will be obtained for FAA
funded items and tasks.
D. The amount of compensation and method of payment will be established when each planning
Work Authorization is developed and presented for approval.
SECTION II - MISCELLANEOUS PROVISIONS
1. Exhibit "F", Payments and Miscellaneous Provisions, specifies requirements for
payments to CONSULTANT, OWNER's responsibilities~ other miscellaneous and
FAA mandatory provisions.
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June 24,2002
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EXIDBIT B
GENERAL PROVISIONS FOR PLANNING
AND ENVIRONMENTAL SERVICES
This is an exhibit attached to and made a part of the AGREEMENT between the OWNER
and the CONSULTANT for professional consulting services. For elements of the PROJECT
described in the referenced AGREEMENT, the CONSULTANT shall perform professional services
as hereinafter described, which shall include customary planning, environmental, and auxiliary
services incidental thereto. These services, when performed in accordance with acceptable
practices, shall be the limits of the CONSULTANT's responsibility under this AGREEMENT.
These General Provisions set forth the general requirements for the performance of the
various services for planning and environmental projects required under this AGREEMENT. The
CONSULTANT under each duly executed Work Authorization shall perform the scope of work
required by such Authorization, and unless requirements to the contrary are specifically prescribed
therein, shall perform the required services in accordance with the following requirements.
SECTION I - SERVICES
A. Basic and Special Services for planning projects will be reviewed in advance with the
OWNER and set forth in each Work Authorization. FAA approval of scope will be obtained
for FAA funded items and tasks.
B. The amount of compensation and method of payment will be established when each planning
Work Authorization is developed and presented for approval.
C.' At the written request of the OWNER, the CONSULTANT shall accomplish such special
services as required by the OWNER to complete the PROJECT. At the option of the
OWNER, special services may be provided by the OWNER through contracts with other
professionals or may be provided by the CONSULTANT. When the CONSULTANT is
requested to provide special services, such services may be provided by the
CONSULTANT's own forces or through subcontracts with other professionals. However,
contracts with other professionals for special services must have the approval of the
OWNER before the work is initiated. (OWNER's approval of CONSULTANT's Work
Authorization listing subconsultants and subconsultant fees will be considered approval of
subconsultant's contract.) Special services which may be requested include, but are not
necessarily limited to the following:
1. Soils and materials investigations including test borings, laboratory testing of soils
and materials, and related analyses and recommendations;
2. Reproduction of additional copies of reports and other documents above the specified
number described in each work authorization;
3. The accomplishment of special surveys and investigations, such as aerial
photography and mapping, and the preparation of special reports and drawings as
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June 24, 2002
may be requested or authorized in writing by the OWNER in connection with the
PROJECT;
4. Land surveys as necessary to establish property boundaries required for property
acquisition purposes or preparation of property maps; and,
5. Special environmental studies including biotic studies, historical and archeological
studies, noise studies and other related work.
SECTION II . MISCELLANEOUS PROVISIONS
1. Exhibit "F", Payments and Miscellaneous Provisions, specifies requirements for
payments to CONSULTANT, OWNER's responsibilities, other miscellaneous and
FAA mandatory provisions applicable to Planning Projects.
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June 24,2002
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ExmBIT C
GENERAL PROVISIONS FOR ENGINEERING SERVICES
. This is an exhibit attached to and made a part of the AGREEMENT between the OWNER
and the CONSULTANT for professional consulting services. For elements of the PROJECT
described in the referenced AGREEMENT which are primarily engineering projects, the
CONSULTANT shall perform professional services as hereinafter described, which shall include
customary civil, structural, mechanical, and electrical engineering services. These services, when
performed in accordance with acceptable engineering practices, shall be the limits of the
CONSULTANT's responsibility under this AGREEMENT.
These General Provisions set forth the general requirements for the performance of the
various services for development projects required under this AGREEMENT. The CONSULTANT
under each duly executed Work Authorization shall perform work required to accomplish the intent
of such work authorization, and unless otherwise specifically prescribed therein, shall perform the
required services in accordance with the following requirements.
SECTION I - BASIC SERVICES
A. Basic Engineering Services will generally be completed in four (4) phases:
1. Preliminary design phase;
2. Final design phase;
3. Bidding phase; and,
4. Construction phase.
The general types of services to be performed in each phase are described herein. However,
typical services may be changed or deleted as required for each project. Additional services
may be added as mutually agreed upon between OWNER and CONSULTANT. Such
additions, changes, or deletions will be outlined in each Work Authorization.
B. Preliminary Desig:n Phase
This phase involves those activities required for defining the scope of a project and
establishing preliminary requirements. Items of work for this phase of a project include:
1. Conferring with the OWNER on project requirements, finances, schedules, early
phases of the PROJECT, and other pertinent matters; and meeting with concerned
agencies and parties on matters affecting the PROJECT;
2. Advising OWNER as to the necessity of providing or obtaining from others data or
services of the types described in Section IT such as, but not limited to field surveys,
soil borings, aerial mapping and laboratory testing. At OWNER's option, services
may be provided by the OWNER through direct contracts with other professionals
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June 24, 2002
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or may be provided by the CONSULTANT in accordance with Exhibit "F",
Payments and Miscellaneous Provisions, Section 1.2; and,
3. Developing design sehematics, sketches, project recommendations, and preliminary
layouts and cost estimates.
C. Final Design Phase
After authorization to proceed with the Final Design Phase, CONSULTANT shall, on the
basis of the accepted Preliminary Design documents and the construction budget authorized
by OWNER:
1. Prepare necessary engineering reports and recommendations;
2. Prepare detailed plans, specifications, and cost estimates;
3. Print and provide necessary copies for in-house production of engineering drawings
and contract specifications;
4. Advise OWNER of any adjustments to the preliminary estimate of probable
construction costs caused by changes in general scope, extent or character or design
requirements of the PROJECT, or market conditions. Furnish to OWNER a revised
opinion of probable construction costs based on the Final Drawings and
Specifications;
5. Prepare for review and approval by OWNER, its legal counsel and other advisors,
necessary Bidding information, bidding forms, the Conditions of the Contract, and
the form of AGREEMENT between the OWNER and Contractor; and,
6. Distribute documents for approvals to FAA, OWNER, State, and other regulatory
agencies.
D. Bidding Phase
After authorization to proceed with the Bidding Phase, CONSULTANT shall:
1. Assist the OWNER in advertising for and obtaining bids for each separate prime
contract for construction, materials, equipment and services; and, where applicable,
maintain a record of prospective bidders to whom Bidding Documents have been
issued, and receive and process deposits for Bidding Documents;
2. Assist the OWNER in conducting a prebid conference for each separate prime
contract to share pertinent bidding and technical information and requirements with
prospective bidders.
3. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents.
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4. Distribute sets of Bidding Documents to Prospective Bidders and plan offices
(Dodge and AGC) during the Bidding Phase.
5. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in
evaluating bids or proposals and in assembling and awarding contracts for
construction, materials, equipment and services.
E. Construction Phase
1. The CONSULTANT's responsibility to provide Basic Services for the Construction
Phase under this AGREEMENT commences with the award of each Contract for
Construction and terminates at the earlier of the issuance by the OWNER of the final
Certificate for Payment or 30 days after the date of Substantial Completion of the
Work, but if so stated by Work Authorization, may be extended under the terms of
Section II "Special Services";
2. CONSULTANT shall attend and administer the preconstruction conference;
3. Visits to Site and Observation of Construction: In connection with observations of
the work of Contractor(s) while it is in progress:
a. CONSULTANT shall make visits to the site at intervals appropriate to the
various stages of construction as CONSULTANT deems necessary in order
to observe as an experienced and qualified design professional the progress
of the various aspects ofContractor(s)' work. Based on information obtained
during such visits and on such observations, CONSULTANT shall endeavor
to determine in general if such work is proceeding in accordance with the
Contract Documents and CONSULTANT shall keep OWNER informed of
the progress of the work;
b. If OWNER requests more extensive site representation than is described in
3.a above, CONSULTANT will provide a Resident Project
Representative(s) as a Special Service;
c. CONSULTANT shall not during such visits or as a result of such
observations of contractor(s)' work in progress, supervise, direct or have
control over Contractor(s)'s work nor shall CONSULTANT have authority
over or responsibility for the means, methods, techniques, sequences or
procedures of construction selected by Contractor(s), for safety precautions
and programs incident to the work of Contractor(s) or for any failure of
Contractor(s) to comply with laws, rules, regulations, ordinances, codes or
orders applicable to Contractor(s) furnishing and performing their work.
Accordingly, CONSULTANT can neither guarantee the performance of the
construction contracts by contractor(s) nor assume responsibility for
Contractor(s)' failure to furnish and perform their work in accordance with
the Contract Documents;
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June 24, 2002
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4. Defective Work: During such visits and on the basis of such observations,
CONSULTANT may disapprove of or reject Contractor(s)' work while it is in
progress if CONSULTANT believes that such work will not produce a completed
PROJECT that conforms generally to the Contract Documents or that it will
prejudice the integrity of the design concept of the PROJECT as reflected in the
Contract Documents.
5. Interpretations and Clarifications: CONSULTANT shall issue necessary
interpretations and clarifications of the Contract Documents and in connection
therewith prepare work directive changes and change orders as required;
6. Shop Drawings: CONSULTANT shall review and approve (or take other
appropriate action in respect of) Shop Drawings (as that term is defined in the
aforesaid Standard General Conditions), samples and other data which Contractor(s)
are required to submit, but only for conformance with the design concept of the
PROJECT. Such reviews and approvals or other action shall not extend to means,
methods, techniques, sequences or procedures of construction or to safety
precautions and programs incident thereto;
7. Substitutes: CONSULTANT shall evaluate and determine the acceptability of
substitute materials and equipment proposed by contractor(s), but subject to the
provision of Section II, paragraph 13;
8. Inspections and Tests: CONSULTANT shall have authority, as OWNER's
representative, to require special inspection or testing of the work, and shall receive
and review all certificates of inspections, testings and approvals required by laws,
rules, regulations, ordinances, codes, orders or the Contract Documents (but only to
determine generally that their content complies with the requirements of, and the
results certified indicate compliance with, the Contract Documents);
.9. Disputes between OWNER and Contractor: CONSULTANT shall act as initial
interpreter of" the requirements of the Contract Documents and judge of the
acceptability of the work thereunder and make decisions on all claims of OWNER
and Contractor(s) relating to the acceptability of the work or the interpretation of the
requirements of the Contract Documents pertaining to the execution and progress of
the work. CONSULTANT shall not be liable for the results of any such
interpretations or decisions rendered in good faith;
10. Applications for Payment: Based on CONSULTANT's on-site observations as an
experienced and qualified design professional, on information provided by the
Resident Project Representative and on review of applications for payment and the
accompanying data and schedules:
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a. CONSULTANT shall determine the amounts owing to Contractor(s) and
recommend in writing payments to Contractor(s) in such amounts. Such
recommendations of payment will constitute a representation to OWNER,
based on such observations and review, that the work has progressed to the
point indicated, and that, to the best of CONSULTANT's knowledge,
information and belief, the quality of such work is generally in accordance
with the Contract Documents (subject to an evaluation of such work as a
functioning whole prior to or upon Substantial Completion, to the results' of
any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation). In the case of unit price work,
CONSULTANT's recommendations of payment will include dete~nations
of quantities and classifications of such work (subject to any subsequent
adjustments allowed by the Contract Documents);
b. By recommending any payment, CONSULTANT will not thereby be
deemed to have represented that exhaustive, continuous or detailed reviews
or examinations have been made by CONSULTANT to check the quality or
quantity ofContractor(s)'s work as it is furnished and p~rformed beyond the
responsibilities specifically assigned to CONSULTANT in this
AGREEMENT and the Contract Documents. CONSULTANT's review of
contractor(s)' work for the purposes of recommending payments will not
impose on CONSULTANT responsibility to supervise, direct or control such
work or for the means, methods, techniques, sequences, or procedures of
construction or safety precautions or programs incident thereto or
contractor(s) compliance with laws, rules, regulations, ordinances, codes or
orders applicable to their furnishing and performing the work. It will also not
impose responsibility on CONSULTANT to make any examination to
ascertain how or for what purposes any Contractor has used the moneys paid
on account of the Contract Price, or to determine that title to any of the work,
materials or equipment has passed to OWNER free and clear of any lien,
claims, security interests or encumbrances, or that there may not be other
matters at issue between OWNER and Contractor that might affect the
amount that should be paid.
11. Contractor(s)' Completion Documents: CONSULTANT shall receive and review
maintenance and operating instructions, schedules, guarantees, bonds and certificates
of inspection, tests and approvals which are to be assembled by Contractor(s) in
accordance with the Contract Documents (but such review will only be to determine
that their content complies with the requirements of, and in the case of certificates of
inspection, tests and approvals the results certified indicate compliance with, the
Contract Documents); and shall transmit them to OWNER with written comments;
12. Inspections: CONSULTANT shall conduct an inspection to determine ifthe work is
substantially complete and a final inspection to determine if the completed work is
acceptable to OWNER, FAA and other governing agencies so that CONSULTANT
may recommend, in writing, final payment to Contractor(s) and may give written
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June 24, 2002
notice to OWNER and the Contractor(s) that the work is acceptable (subject to any
conditions therein expressed), but any such recommendation and notice will be
subject to the limitations expressed in paragraph E.10.b; and,
13. Preparation of a set of reproducible record prints of Drawings showing those changes
made during the construction process, based on the marked-up prints, drawings and
other data furnished by Contractor(s) to CONSULTANT and which
CONSULTANT considers significant. .
14 Limitation of Responsibilities: CONSULTANT shall not be responsible for the act
or omissions of any Contractor, or of any subcontractor or supplier, or any of the
Contractor(s)' or subcontractor's or supplier's agents or employees or any other
persons (except CONSULTANT's own employees and agents) at the site or
otherwise furnishing or performing any of the Contractor(s)'work; however, nothing
contained in paragraphs E.l through E.12 inclusive, shall be construed to release
CONSULTANT from liability for failure to properly perform duties and
responsibilities assumed by CONSULTANT in the Contract Documents.
SECTION II - SPECIAL SERVICES
A. Services Requiring Authorization in Advance
If authorized in writing by OWNER, CONSULTANT shall accomplish such special
services of the following types which are not considered normal or customary Basic Services
except where specifically provided for otherwise in the Work Authorizations. At OWNER's
option, services may be provided by the OWNER through direct contracts with other
professionals or may be provided by the CONSULTANT. When the CONSULTANT is
requested to provide special services, such services may be provided by the
CONSULTANT's own forces or through subcontracts with other professionals; however,
contracts with other professionals for special services must have the approval of the
OWNER before the work is initiated (OWNER approval of CONSULTANT's Work
Authorization listing s.ubconsultants and subconsultant fees will be considered approval of
subconsultant's contract.) Special services will be paid for by OWNER as indicated in each
Work Authorization in addition to the compensation for Basic Services described herein.
1. Preparation of applications and supporting documents for govemmental grants, loans
or advances in connection with the PROJECT; preparation or review of
environmental assessments and impact statements; review and evaluation of the
effect on the design requirements of the PROJECT of any such statements and
documents prepared by others; and assistance in obtaining approvals of authorities
having jurisdiction over the anticipated environmental impact of the PROJECT.
2. Services to make measured drawings of or to investigate existing conditions or
facilities, or to verify the accuracy of drawings or other information furnished by
OWNER; commonly referred to as AlE survey.
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June 24, 2002
3. Services resulting from significant changes in the general scope, extent or character
of the PROJECT or its design including, but not limited to, changes in size,
complexity, OWNER's schedule, character of construction or method of financing;
and revising previously accepted studies, reports, design documents or Contract
Documents when such revisions are required by changes in laws, rules, regulations,
ordinances, codes or orders enacted subsequent to the preparation of such studies,
reports or documents, or are due to causes beyond CONSULTANT's control.
4. Providing renderings or models for OWNER's use.
5. Preparing to serve or serving as a consultant or witness for OWNER in any
litigation, public hearing or other legal or administrative proceeding involving the
PROJECT (except as agreed to under Basic Services).
6. Soils and material investigations including test borings, laboratory testing of soils
and materials, related analyses and recommendations.
7. Quality assurance testing during construction.
8. Furnishing services of a Resident Project Representative to assist CONSULTANT
in observing performance of the work of Contractor(s).
9. Preparation of Disadvantaged Business Enterprise Program.
10. Cost accounting services, grant administration, and grant closeout.
11. Reproduction and postage of reports, contract documents and specifications to FAA,
OWNER, Contractor, regulatory agencies, prospective bidders, and plan rooms.
12. Services in connection with work directive changes and change orders to reflect
changes requested by OWNER if the resulting change in compensation for Basic
Services is not. commensurate with the additional services rendered.
13. Services in making revisions to Drawings and Specifications occasioned by the
acceptance or substitutions proposed by Contractor(s); and services after the award
of each contract in evaluating and determining the acceptability of an unreasonable
or excessive number of substitutions proposed by Contractor.
14. Services resulting from delays beyond the control of CONSULTANT.
15. Additional or extended services during construction made necessary by (1) work
damaged by fire or other cause during construction, (2) a significant amount of
defective or negligent work of any Contractor, (3) acceleration of the progress
schedule involving services beyond normal working hours, (4) default by any
Contractor, or (5) other causes beyond CONSULTANT's control.
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June 24, 2002
16. Evaluating an unreasonable or extensive number of claims submitted by
Contractor(s) or others in connection with the work.
17. Services after issuance to the OWNER of the final certificate for payment or in the
absence of such certificate, more than 30 days after the date of Substantial
Completion of the Work.
18. Provide assistance in the closing of any financial or related transaction for the
PROJECT.
19. Provide assistance in connection with the refining and adjusting of any equipment or
system.
20. Operational Phase Services:
a. Provide assistance in connection with the refining and adjusting of any
equipment or system.
b. Assist OWNER in training OWNER's staff to operate and maintain the
PROJECT.
c. Assist OWNER in developing systems and procedures for control of the
operation and maintenance of and record keeping for the PROJECT.
SECTION In - MISCELLANEOUS PROVISIONS
1. Exhibit "F" , Payments and Miscellaneous Provisions, specifies requirements for
payments to CONSULTANT, OWNER's responsibilities, other miscellaneous and
FAA mandatory provisions.
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June 24, 2002
EXHIBIT D
GENERAL PROVISIONS FOR ARCIDTECTURAL DESIGN SERVICES
This is an exhibit attached to and made a part of the AGREEMENT between the OWNER
and the CONSULTANT for professional consulting services. For elements of the PROJECT which
are primarily building improvements, described in the referenced AGREEMENT, the
CONSULTANT shall perform professional services as hereinafter described, which shall include
customary architectural, structural, mechanical, and electrical engineering services. These services,
when performed in accordance with acceptable engineering and architectural practices, shall be the
limits of the CONSULT ANT'S responsibility under this AGREEMENT.
These General Provisions set forth the general requirements for the performance of the
various architectural services for projects required under this AGREEMENT. The CONSULTANT
under each duly executed Work Authorization shall perform the scope of work required by such
Authorization, and, unless requirements to the contrary are specifically prescribed therein, shall
perform the required services in accordance with the following requirements.
SECTION I - BASIC SERVICES
A. Basic Architectural Services will generally be completed in five (5) phases:
1. Schematic design phase;
2. Design development phase;
3. Contract Document phase;
4. Bidding phase; and
5. Construction phase.
The general types of services to be performed in each phase are described herein. However,
typical services may be changed or deleted as required for each project. Additional services
may be added as mutually agreed upon between OWNER and CONSULTANT. Such
additions, changes, or deletions will be outlined in each Work Authorization.
B. Schematic Design Phase
1. The CONSULTANT shall review the program furnished by the OWNER to
ascertain the requirements of the Project and shall arrive at a mutual understanding of
such requirements with the OWNER.
2. The CONSULTANT shall provide a preliminary evaluation of the OWNER's
program, schedule and construction budget requirements, each in terms of the other,
subject to the limitations set forth in Exhibit F, paragraph II.A.
3. The CONSULTANT shall review with the OWNER alternative approaches to
design and construction of the Project.
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June 24, 2002
4. Based on the mutually agreed upon program, schedule and construction budget
requirements, the CONSULTANT shall prepare, for approval by the OWNER,
Schematic Design Documents consisting of drawings and other documents
illustrating the scale and relationship of Project components.
5. The CONSULTANT shall submit to the OWNER a preliminary estimate of
Construction Cost based on current area, volume or other unit costs.
C. Design Development Phase
1. Based on the approved Schematic Design Documents and any adjustments
authorized by the OWNER in the program, schedule or construction budget, the
CONSULTANT shall prepare, for approval by the OWNER, Design Development
Documents consisting of drawings and other documents to fix and describe the size
and character of the Project as to architectural, structural, mechanical and electrical
systems, materials and such other elements as may be appropriate.
2. The CONSULTANT shall advise the OWNER of any adjustments to the
preliminary estimate of Construction Cost.
D. Construction Documents Phase
1. Based on the approved Design Development Documents and any further adjustments
in the scope or quality of the Project or in the construction budget authorized by the
OWNER, the CONSULTANT shall prepare, for approval by the OWNER,
Construction Documents consisting of Drawings and Specifications setting forth in
detail the requirements for the construction of the Project.
2. The CONSULTANT shall assist the OWNER in the preparation of the necessary
bidding information, bidding forms, the Conditions of the Contract, and the form of
AGREEMENT between the OWNER and the Contractor.
3. The CONSU~TANT shall advise the OWNER of any adjustments to previous
preliminary estimates of Construction Cost indicated by changes in requirements or
general market conditions.
4. The CONSULTANT shall assist the OWNER in connection with the OWNER's
responsibility for filing documents required for the approval of governmental
authorities having jurisdiction over the Project.
E. Bidding Phase
After authorization to proceed with the Bidding Phase, CONSULTANT shall:
1. Assist the OWNER in advertising for and obtaining bids for each separate prime
contract for construction, materials, equipment and services; and, where applicable,
Page D-2
June 24, 2002
maintain a record of prospective bidders to whom Bidding Documents have been
issued, attend pre-bid conferences and receive and process deposits for Bidding
Documents.
2. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents.
3. Consult with and advise OWNER as to the acceptability of subcontractors, suppliers
and other persons and organizations proposed by the prime contractor(s) (herein
called "Contractor(s)") for those portions of the work as to which such acceptability
is required by the Bidding Documents.
4. Consult with OWNER concerning and determine the acceptability of substitute
materials and equipment proposed by contractor(s) when substitution prior to the
award of contracts is allowed by the Bidding Documents.
5. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in
evaluating bids or proposals and in assembling and awarding contracts for
construction, materials, equipment and services.
6. Furnish sets of Bidding Documents to contractor bidding and plan offices (Dodge,
AGC, etc.) during the Bidding Phase. The number of documents and their
distribution will be specified in the Work Authorization(s).
F. Construction Phase
1. The CONSULTANT's responsibility to provide Basic Services for the Construction
Phase under this AGREEMENT commences with the award of the Contract for
Construction and terminates at the earlier of the issuance to the Owner of the final
Certificate for Payment or 60 days after the date of Substantial Completion of the
Work, but may be extended under the terms of Section II "Special Services".
2. The CONSUL ~ ANT shall provide administration of the Contract for construction as
set forth below, unless otherwise provided in this AGREEMENT.
3. CONSULTANT shall attend preconstruction conference.
4. Visits to Site and Observation of Construction: In connection with observations of
the work of Contractor(s) while it is in progress:
a) CONSULTANT shall make visits to the site at intervals appropriate to the
various stages of construction as CONSULTANT deems necessary in order
to observe as an experienced and qualified design professional the progress
and quality of the various aspects of Contractor(s)' work. Based on
infonnation obtained during such visits and on such observations,
CONSULTANT shall endeavor to determine in general if such work is
Page 0-3
June 24, 2002
proceeding in accordance with the Contract Documents and CONSULTANT
shall keep OWNER informed of the progress of the work.
b) If OWNER requests more extensive site representation than is described in
F.4(a) above, CONSULTANT will provide a Resident Project
Representative(s) as a Special Service.
c) CONSULTANT shall not, during such visits or as a result of such
observations of Contractor(s)' work in progress, supervise, direct or have
control over Contractor(s)' work nor shall CONSULTANT have authority
over or responsibility for the means, methods, techniques, sequences or
procedures of construction selected by Contractor(s), for safety precautions
and programs incident to the work of Contractor(s) or for any failure of
Contractor(s) to comply with laws, rules, regulations, ordinances, codes or
orders applicable to contractor(s) furnishing and performing their work.
Accordingly, CONSULTANT can neither guarantee the performance of the
construction contracts by Contractor(s) nor assume responsibility for
Contractor(s)' failure to furnish and perform their work in accordance with
the Contract Documents.
5. Defective Work: During such visits and on the basis of such observations,
CONSULTANT may disapprove of or reject Contractor(s)' work while it is in
progress if CONSULTANT believes that such work will not produce a completed
Project that conforms generally to the Contract Documents or that it will prejudice
the integrity of the design concept of the Project as reflected in the Contract
Documents.
6. Interpretations and Clarifications: CONSULTANT shall issue necessary
interpretations and clarifications of the Contract Documents and in connection
therewith prepare work directive changes and change orders as required.
7. Shop Drawings: CONSULTANT shall review and approve (or take other
appropriate ac.tion in respect of) Shop Drawings (as that term is defined in the
aforesaid Standard General Conditions), samples and other data which Contractor(s)
are required to submit, but only for conformance with the design concept of the
Project and compliance with the information given in the Contract Documents. Such
reviews and approvals or other action shall not extend to means, methods,
techniques, sequences or procedures of construction or to safety precautions and
programs incident thereto.
8. Substitutes: CONSULTANT shall evaluate and determine the acceptability of
substitute materials and equipment proposed by Contractor(s), but subject to the
provision of Section II, paragraph A.37.
9. Inspections and Tests: CONSULTANT shall have authority, as OWNER's
representative, to require special inspection or testing of the work, and shall receive
Page 0-4
June 24, 2002
and review all certificates of inspections, testings and approvals required by laws,
rules, regulations, ordinances, codes, orders or the Contract Documents (but only to
determine generally that their content complies with the requirements of, and the
results certified indicate compliance with, the Contract Documents).
10. Disputes: CONSULTANT shall act as initial interpreter of the requirements of the
Contract Documents and judge of the acceptability of the work thereunder and make
decisions on all claims relating to the acceptability of the work or the interpretation
of the requirements of the Contract Documents pertaining to the execution and
progress of the work.
11. Applications for Payment: Based on CONSULTANT's on-site observations as an
experienced and qualified design professional, on information provided by the
Resident Project Representative and on review of applications for payment and the
accompanying data and schedules:
a) CONSULTANT shall determine the amounts owing to Contractor(s) and
recommend in writing payments to Contractor(s) in such amounts. Such
recommendations of payment will constitute a representation to OWNER,
based on such observations and review, that the work has progressed to the
point indicated, and that, to the best of CONSULTANT's knowledge,
information and belief, the quality of such work is generally in accordance
with the Contract Documents (subject to an evaluation of such work as a
functioning whole prior to or upon Substantial Completion, to the results of
any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation). In the case of unit price work,
CONSULTANT's recommendations of payment will include final
determinations of quantities and classifications of such work (subject to any
subsequent adjustments allowed by the Contract Documents).
b) By recommending any payment, CONSULTANT will not thereby be
deemed to have represented that exhaustive, continuous or detailed reviews
or exa~nations have been made by OWNER to check the quality or
quantity ofContractor(s)'s work as it is furnished and performed beyond the
responsibilities specifically assigned to CONSULTANT in this
AGREEMENT and the Contract Documents. CONSULTANT's review of
Contractor(s)' work for the purposes of recommending payments will not
impose on CONSULTANT responsibility to supervise, direct or control such
work or for the means, methods, techniques, sequences, or procedures of
construction or safety precautions or programs incident thereto or
Contractor(s) compliance with laws, rules, regulations, ordinances, codes or
orders applicable to their furnishing and performing the work. It will also not
impose responsibility on CONSULTANT to make any examination to
ascertain how or for what purposes any Contractor has used the moneys paid
on account of the Contract Price, or to determine that title to any of the work,
materials or equipment has passed to OWNER free and clear of any lien,
Page D-5
June 24,2002
claims, security interests or encumbrances, or that there may not be other
matters at issue between OWNER and Contractor that might affect the
amount that should be paid.
12. contractor(s)' Completion Documents: CONSULTANT shall receive and review
maintenance and operating instructions, schedules, guarantees, bonds and certificates
of inspection, tests and approvals which are to be assembled by Contractor(s) in
accordance with the Contract Documents (but such review will only be to determine
that their content complies with the requirements of, and in the case of certificates of
inspection, tests and approvals the results certified indicate compliance with, the
Contract Documents); and shall transmit them to OWNER with written comments.
13. Inspections: CONSULTANT shall conduct an inspection to determine if the work is
substantially complete and a final inspection to determine if the completed work is
acceptable so that CONSULTANT may recommend, in writing, final payment to
Contractor(s) and may give written notice to OWNER and the Contractor(s) that the
work is acceptable (subject to any conditions therein expressed), but any such
recommendation and notice will be subject to the limitations expressed in paragraph
F.l1.b.
14. Preparing a set of reproducible record drawings showing significant changes in the
Work made during construction based on marked-up prints, drawings and other data
furnished by the Contractor to the CONSULTANT.
15 Limitation of Responsibilities: CONSULTANT shall not be responsible for the act
or omissions of any Contractor, or of any subcontractor or supplier, or any of the
Contractor(s)' or subcontractor's or supplier's agents or employees or any other
persons (except CONSULTANT's own employees -and agents) at the site or
otherwise furnishing or performing any of the Contractor(s)' work; however, nothing
contained in paragraphs F.l through F.13 inclusive, shall be construed to release
CONSULTANT from liability for failure to properly perform duties and
responsibilities assumed by CONSULTANT in the Contract Documents.
SECTION II . SPECIAL SERVICES
A. Services Requiring Authorization in Advance
If authorized in writing by OWNER, CONSULTANT shall accomplish such special
services of the following types which are not considered normal or customary Basic Services
except where specifically provided for otherwise in the Work Authorizations. At
OWNER'S option, services may be provided by the OWNER through direct contracts with
other professionals or may be provided by the CONSULT ANT. When the CONSULTANT
is requested to provide special services, such services may be provided by the
CONSULT ANT'S own forces or through subcontracts with other professionals. However,
contracts with other professionals for special services must have the approval of the
Page D-6
June 24, 2002
OWNER before the work is initiated, however CONSULTANT shall remain responsible
for work of subconsultants. Special services will be paid for by OWNER in addition to the
compensation for Basic Services described herein.
1. Preparation of preapplications and/or applications and supporting documents for
governmental grants, loans or advances in connection with the Project; preparation or
review of environmental assessments and impact statements; review and evaluation
of the effect on the design requirements of the project of any such statements and
documents prepared by others; and assistance in obtaining approvals of authorities
having jurisdiction over the anticipated environmental impact of the Project.
2. Services to make measured drawings of or to investigate existing conditions or
facilities, or to verify the accuracy of drawings or other information furnished by
OWNER; commonly referred to as AlE survey.
3. Services resulting from significant changes in the general scope, extent or character
of the Project or its design including, but not limited to, changes in size, complexity,
OWNER'S schedule, character of construction or method of financing; and revising
previously accepted studies, reports, design documents or Contract Documents when
such revisions are required by changes in laws, rules, regulations, ordinances, codes
or orders enacted subsequent to the preparation of such studies, reports or
documents, or are due to causes beyond CONSULTANT'S control.
4. Providing renderings or models for OWNER'S use.
5. Preparing documents for alternate, separate or sequential bids requested by OWNER
after receipt of original bids and for Contractor(s)' work which is not executed or
documents for out-of-sequence work.
6. Investigations involving detailed consideration of operations, maintenance and
overhead expenses; providing Value Engineering during the course of design; the
preparation of feasibility studies, cash flow and economic evaluations, rate schedules
and appraisals; assistance in obtaining financing for the Project; evaluating processes
available for licensing and assisting OWNER in obtaining process licensing;
detailed quantity surveys of material, equipment and labor, and audits for inventories
required in connection with construction performed for OWNER.
7. Services resulting from the award of more separate prime contracts for construction;
materials, equipment or services for the Project than are contemplated by an
approved Work Authorization, and services resulting from the arranging for
performance by persons other than the principal prime contractors of services for the
OWNER and administering OWNER'S contracts for such services.
Page D-7
June 24, 2002
8. Providing any type of property surveys or related engineering services needed for the
transfer of interests in real property and field surveys for design purposes and
engineering surveys and staking to enable Contractor(s) to proceed with their work,
and providing land surveys and other special field surveys.
9. Assistance in connection with bid protests, re-bidding or renegotiating contracts for
construction, materials, equipment or services.
10. Services during out-of-town travel required of CONSULTANT other than visits to
the site as required by Section I.
11. Preparing to serve to serving as a consultant or witness for OWNER in any
litigation, public hearing or other legal or administrative proceeding involving the
Project (except as agreed to under Basic Services).
12. Soils and Material Investigations including test borings, laboratory testing of soils
and materials, related analyses and recommendations.
13. Quality Assurance testing during construction.
14. Furnishing services of a Resident Project Representative to assist CONSULTANT
in observing performance of the work of contractor(s).
15. Preparation of Disadvantaged Business Programs.
16. Cost accounting services, grant administration, and grant closeout.
17. Reproduction of additional copies of reports, contract documents and specifications
above the specified number furnished in Basic Services described in each Work
Authorization.
18. Providing analyses of the OWNER's needs and programming the requirements of the
Project.
19. Providing financial feasibility or other special studies.
20. Providing planning surveys, site evaluations or comparative studies of prospective
sites.
21. Providing special surveys, environmental studies and submissions required for
approvals of governmental authorities or others having jurisdiction over the Project.
22. Providing services relative to future facilities, systems and equipment.
Page D-8
June 24, 2002
23. Providing services to verify the accuracy of drawings or other information furnished
by the OWNER.
24. Providing coordination of construction performed by separate contractors or by the
OWNER's own forces and coordination of services required in connection with
construction performed and equipment supplied by the OWNER.
25. Providing services in connection with the work of a construction manager or separate
consultants retained by the OWNER.
26. Providing detailed estimates of Construction Co~t.
27. Providing detailed quantity surveys or inventories of material, equipment and labor.
28. Providing analyses of owning and operating costs.
29. Providing interior design and other similar services required for or in connection
with the selection, procurement or installation of furniture, furnishings and related
equipment.
30. Providing services for planning tenant or rental spaces.
31. Making investigations, inventories of materials or equipment, or valuations and
detailed appraisals of existing facilities.
32. Providing assistance in the utilization of equipment or systems such as testing,
adjusting and balancing, preparation of operation and maintenance manuals, training
personnel for operation and maintenance, and consultation during operation.
33. Providing services of consultants for other than architectural, structural, mechanical
and electrical engineering portions of the Project provided as a part of Basic
Services.
34. Providing any other services not otherwise included in this AGREEMENT or not
customarily furnished in accordance with generally accepted architectural practice.
35. Services in connection with work directive changes and change orders to reflect
changes requested by OWNER if the resulting change in compensation for Basic
Services is not commensurate with the additional services rendered.
36. Services in making revisions to Drawings and Specifications occasioned by the
acceptance or substitutions proposed by Contractor(s); and services after the award
of each contract in evaluating and determining the acceptability of an unreasonable
or excessive number of substitutions proposed by Contractor.
Page D-9
June 24, 2002
37. . Services resulting from significant delays, changes or price increases occurring as a
direct or indirect result of material, equipment or energy shortages.
38. Additional or extended services during construction made necessary by (1) work
damaged by fire or other cause during construction, (2) a significant amount of
defective or negligent work of any Contractor, (3) acceleration of the progress
schedule involving services beyond normal working hours, and (4) default by any
Contractor.
39. Services in connection with any partial utilization of any part of the Project by
OWNER prior to Substantial Completion.
40. Evaluating an unreasonable or extensive number of claims submitted by
Contractor(s) or others in connection with the work.
41. Services after issuance to the OWNER of the final certificate for payment or in the
absence of such certificate, more than 60 days after the date of Substantial
Completion of.the Work.
SECTION In - MISCELLANEOUS PROVISIONS
1. Exhibit "F", Payments and Miscellaneous Provisions, specifies requirements for
payments to CONSULTANT, OWNER's responsibilities, other miscellaneous and
FAA mandatory provisions.
Page 0-10
June 24,2002
EXHIBIT E
DUTIES. RESPONSffiILITIES. AND LIMITATIONS OF AUTHORITY
OF RESIDENT PROJECT REPRESENTATIVE
This is an exhibit attached to and made a part of the AGREEMENT between the OWNER
and the CONSULTANT for Professional Consulting Services. For elements of the PROJECT
described in the referenced AGREEMENT, the CONSULTANT shall perform Resident Project
Representative services in accordance with the following:
A. General: Resident Project Representative (RPR) will be the CONSULTANT's agent at the
site, will act as directed by and under the supervision of CONSULTANT, and will confer
with CONSULTANT regarding RPR actions. RPR's dealings in matters pertaining to the
onsite work shall in general be only with the CONSULTANT and Contractor, and dealings
with subcontractors shall only be through or with the full knowledge of Contractor. Written
communication with OWNER will be only through or as directed by CONSULTANT.
B. Duties and Responsibilities of RPR:
1. Schedules: Review the progress schedule, schedule of shop drawing submissions,
and schedule of values prepared by Contractor and consult with the CONSULTANT
concerning acceptability.
2. Conferences and Meetings: Attend meetings with Contractor such as preconstruction
conferences, progress meetings and other conferences as required in consultation
with CONSULTANT and notify those expected to attend in advance. Prepare and
circulate copies of minutes thereof.
3. Liaison:
a. Serve as the CONSULTANT's liaison with Contractor, working principally
through Contractor's superintendent and assist him in understanding the
intent of the contract documents. Assist the CONSULTANT in serving as
the OWNER's liaison with the Contractor when the Contractor's operations
affect the OWNER's onsite operations.
b. As requested by the CONSULTANT, assist in obtaining from the OWNER
additional details or information, when required at the job site for proper
execution of the work.
Page E-l
June 24, 2002
4. Shop Drawings and Samples:
a. Record date of receipt of shop drawings and samples, receive samples which
are furnished at the site by Contractor, and notify the CONSULTANT of
their availability for examination.
b. Advise the CONSVLTANT and Contractor or its superintendent
immediately of the commencement of any work requiring a shop drawing or
sample submission if the submission has not been approved by the
CONSULTANT.
5. Review of Work. Reiection of Defective Work. Inspection and Tests:
a. Conduct onsite observations of the work in progress to assist
CONSULTANT in determining if the work is proceeding in accordance with
the contract documents and that completed work will conform to the contract
documents.
b. Report to the CONSULTANT whenever RPR believes that any work is
unsatisfactory, faulty, or defective or does not conform to the contract
documents or does not meet the requirements of any inspections, tests, or
approval required to be made or has been damaged prior to final payment,
and advise the CONSULTANT when he believes work should be corrected
or rejected or should be uncovered for observation or requires special testing,
inspection, or approval.
c. Verify that tests, equipment, and systems startups and operating and
maintenance training are conducted as required by the contract documents
and in presence of the appropriate personnel, and that Contractor maintains
adequate records thereof; observe, record, and report to the CONSULTANT
appropriate details relative to test procedures and startups.
d. Accompany visiting inspectors representing public or other agencies having
jurisdiction over the PROJECT, record the results of these inspections, and
report to CONSULTANT.
6. InteI1'retation of Contract Documents: Transmit to Contractor, CONSULTANT's
clarifications and interpretations of the contract documents.
7. Modifications: Consider and evaluate Contractor's suggestions for modifications in
drawings or specifications and report them with RPR's recommendations to
CONSULTANT. Transmit to Contractor decisions as issued by CONSULTANT.
Page E-2
June 24,2002
"
8. Records:
a. Maintain at the job site orderly files for correspondence, reports of job
conferences, shop drawings and samples submissions, reproductions of
original contract documents including all addenda, change orders, field
orders, additional drawings issued subsequent to the execution of the
contract, CONSULTANT's clarifications and interpretations of the contract
documents, progress reports and other project related documents.
b. Keep a diary or log book, recording hours on the job site, weather con~itions,
data relative to Contractor's questions or extras or deductions, quantities of
materials installed on the PROJECT, list of visiting officials and
representatives of manufacturers, fabricators, suppliers, and distributors,
daily activities, decisions, observations in general and specific observations
in more detail as in the case of the observing test procedures. Send copies to
the CONSULTANT.
c. Record names, addresses, and telephone numbers of all contractors,
subcontractors, and major suppliers of materials and equipment.
9. Reports:
a. Furnish to CONSULTANT, OWNER, and the Federal Aviation
Administration periodic reports as required of the progress of the work and
Contractor's compliance with the approved progress schedule and schedule of
shop drawing submissions.
b. Consult with the CONSULTANT in advance of scheduled major tests,
inspections, or start of important phases of the work.
c. Report immediately to the CONSULTANT upon the occurrence of any
accident.
d. Review and certify Contractor's payroll submittals for compliance with
Federal law pertaining to classification and wage rates.
10. Payment Requests: Review applications for payment with Contractor for compliance
with the established procedure for their submission and forward them with
recommendations to the CONSULTANT, noting particularly their relation to the
schedule of values, work completed, and material and equipment delivered at the site
but not incorporated in the work.
11. Certificates. Maintenance and Operation Manuals: During the course of the work,
verify that certificates, maintenance and operation manuals and other data required to
be assembled and furnished by Contractor are applicable to the items actually
Page B-3
June 24, 2002
installed; and deliver this material to the CONSULTANT for his review and
forwarding to OWNER prior to final acceptance of the work.
12. Completion:
a. Before the CONSULTANT issues a Certificate of Substantial Completion,
submit to Contractor a list of observed items requiring completion or
correction.
b. Conduct finalinspection in the company of CONSULTANT, OWNER, and
Contractor and prepar,e a final list of items to be completed or corr~cted.
c. Verify that all items on final list have been completed or corrected and make
recommendations to the CONSULTANT concerning acceptance.
C. Limitations of Resident Proiect Reoresentative's Authority:
Except upon written instructions of the CONSULTANT, RPR:
1. Shall not authorize any deviation from the contract documents or approve any
substitute materials or equipment.
2. Shall not exceed limitations of the CONSULTANT's authority as set forth in the
contract documents.
3. Shall not undertake any of the responsibilities of Contractor, subcontractors, or
Contractor's superintendent, or expedite the work.
4. Shall not advise on or issue directions relative to any aspect of the means, methods,
techniques, sequences, or procedures of construction unless such is specifically
called for in the contract documents.
5. Shall not issue, directions as to safety programs in connection with the work.
6. Shall not accept Shop Drawing or sample submittals from anyone other than
Contractor.
7. Shall not authorize the OWNER to occupy or utilize the PROJECT in whole or in
part, without the approval of CONSULTANT.
8. Shall not participate in specialized field or laboratory tests, or inspections conducted
by others except as specifically authorized by CONSULTANT.
Page E-4
June 24,2002
EXHIBIT F
PAYMENTS AND MISCELLANEOUS PROVISIONS
This is an exhibit attached to and made a part of the AGREEMENT between the
OWNER and the CONSULTANT for professional consulting services.
SECTION I- PAYMENTS TO THE CONSULTANT
The OWNER agrees to compensate the CONSULTANT for services performed in
accordance with one of the following methods as hereinafter set forth. It is further agreed that such
compensation includes both direct and indirect costs chargeable to the PROJECT under generally
accepted accounting principles.
The method of payment and the amount of payment for specified services shall be detailed in
each Work Authorization. The receipt of an approved Work Authorization will constitute the
CONSULTANT's Notice-to-Proceed.
Unless otherwise approved in writing, the CONSULTANT is not to undertake any work
prior to the receipt of an approved Work Authorization executed by the OWNER.
1. Cost Plus Fixed Fee
Under this method of payment, the CONSULTANT's compensation will be equal to direct
hourly cost times a factor to cover overhead plus direct non-salary expense and a fixed fee to cover
profit. The cost may be more or less than estimated, but the fixed fee will neither increase nor
decrease, unless there is a change in the scope, complexity, or duration of the work. In that event,
the fixed fee would be subject to re-negotiation. Should the total cost be more than the estimated
budget in an approved Work Authorization, a supplemental Work Authorization- covering the
additional costs of the particular task in question will be prepared by the CONSULTANT and
submitted to the OWNER for review and approval.
2. Hourly Fee Schedule and Subconsultants
Under this method of payment, the CONSULTANT's compensation will be based on actual
hours worked, by discipline, times the then current fee schedule, plus direct non-salary expenses,
including the direct costs of subconsultants plus a lump sum administrative fee. The hourly fee
schedule will only be utilized for specific minor items of work performed as special services.
3. Lump Sum
For work that can be defined and delineated in advance, payment to the CONSULTANT
will be made on the basis of a lump sum. The agreed lump sum shall represent full payment for all
payroll, overhead, profit, and other direct non-salary expenses as hereinafter described. The lump
sum will not increase nor decrease unless there is a change in the scope, complexity, or duration of
Page F-I
June 24,2002
..
the work. In that event, the lump sum would be subject to re-negotiation, and CONSULTANT will
prepare and submit a supplemental Work Authorization for OWNER approval.
4. General
Payments to the CONSULTANT on account of the above fees are payable upon receipt and
are past due thirty (30) days after the date of invoices. Invoices shall be submitted periodically for
the amount of work carried out in that period.
5. The following definitions will apply to the payments for services.
a. Salary Cost - For purposes of this AGREEMENT, direct salary cost is defined as the
current actual cost of salaries of personnel for the time directly chargeable to the
PROJECT.
b. Overhead - For the purpose of this AGREEMENT, overhead shall be as described in
Chapter 4 ofF AA Advisory Circular 150/5100-14C as amended. For billing under
the cost plus fixed fee method of payment, overhead as defined herein shall be direct
salary cost times the current overhead rate of the CONSULTANT when the Work
Authorization is signed.
c. Direct Non-salary Expenses - These generally include items of expense directly
chargeable to the PROJECT and substantiated by appropriate documentation.
Typical items may include the cost of subconsultants, living and traveling expenses
of employees, communications expense, postage, reproduction, computer time,
identifiable supplies and other items that can be identified with the PROJECT.
SECTION II - MISCELLANEOUS PROVISIONS
A. Insurance:
1. The CONSULTANT shall maintain, at its own expense, the following insurance
coverages:
a. Errors and Omissions Insurance - Professional Liability
$2,000,000 Per Claim
$3,000,000 Annual Aggregate
b. General Liability Insurance - Occurrence form to include coverage for
premises, operations, independent contractors, blanket contractual liability ,
products completed operations, and personal injury.
$1,000,000 Each Occurrence
c. Automobile Liability Insurance - Owned, Non-owned, and Hired
$500,000 Limit
Page F-2
June 24,2002
.
d. Workers Compensation - Statutory
Employers Liability
$100,000 Each Accident
$500,000 Policy Limit
$100,000 Each Employee
e. Excess Liability
$5,000,000 Occurrence Form
B. Estimates:
1. Since the CONSULTANT has no control over the cost of labor and materials or
over competitive bidding and market conditions, the estimates of construction cost
provided for herein are to be made on the basis of his experience and qualifications,
but the CONSULTANT does not guarantee the accuracy of such estimates as
compared to the Contractor's bids or the PROJECT construction cost.
C. Extra Work:
1. It is mutually understood and agreed that the OWNER will compensate the
CONSULTANT for services resulting from significant changes in general scope of
the PROJECT or its design, but not necessarily limited to, changes in size,
complexity, project schedules, character of construction, revisions to previously
accepted studies, reports, design documents for contract documents and for
preparation of documents for separate bids, when such revisions are due to causes
beyond the CONSULTANT's control and when requested and authorized by the
OWNER. Compensation for such extra work when authorized by the OWNER
shall be established in each Work Authorization. CONSULTANT shall promptly
notify O'VNER in writing of all extra work or cost variations on the PROJECT prior
to undertaking said work.
D. Reuse of Documents:
I. All documents including drawings and specifications prepared by the
CONSULTANT pursuant to this AGREEMENT are instruments of service with
respect to the PROJECT. They are not intended or represented to be suitable for
reuse by OWNER or others on extensions of the PROJECT or on any other
PROJECT. Any reuse without written verification will be at OWNER's sole risk
and with no liability orlegal exposure to CONSULTANT. Any such verification or
adaptation will entitle CONSULTANT to further compensation at rates to be agreed
upon by OWNER and CONSULTANT. Notwithstanding these provisions the
OWNER shall be provided upon request a reproducible copy of any drawing
produced under this AGREEMENT at the cost of reproduction, and will be permitted
full use of such documents subject to the limitations set forth herein.
Page F-3
June 24, 2002
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E. Responsibility of the CONSULTANT:
1. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion, and the coordination of all designs, drawings,
specifications, reports, and other services furnished by the CONSULTANT under
this AGREEMENT.
2. Approval by the OWNER and other agencies of drawings, designs, specifications,
reports, and incidental engineering work or materials furnished hereunder shall not in
any way relieve the CONSULTANT of his responsibility for the technical adequacy
of his work except as to matters involving peculiar conditions or uses of the property
known to the OWNER or other agencies but not to the CONSULTANT.
3. The CONSULTANT shall not be responsible for any time delays in the PROJECT
caused by the loss or destruction of any portion of the PROJECT including, but not
limited to, fire, theft, smoke, storm, vandalism, sudden or accidental damage from
irregularities in electrical current, or any other circumstance beyond the
CONSULTANT's control.
F. Resoonsibilitv of O'.VNER:
As a part to this AGREEMENT, the OWNER shall:
1. Make available for the CONSULTANT's use all record drawings, maps, information
as to unusual conditions or practices affecting the CONSULTANT's services, soil
data, etc., that are readily available to the OWNER.
2. Designate a person to act with authority on the OWNER's behalf and respond in a
timely manner to submissions by the CONSULTANT providing approvals and
authorizations as appropriate so that work may continue at a normal pace.
3. Pay all costs associated with special services authorized by the OWNER and all
costs associated with obtaining bids from Contractors, including but not limited to
cost of printing, postage and public notice of advertisement.
4. Furnish such accounting, insurance and legal counseling services as OWNER may
require for this PROJECT. Obtain advice of an attorney, insurance counselor or
other consultants as OWNER deems appropriate for examination of the Contract
Documents prepared by CONSULTANT.
5. Pay all costs incidental to compliance with requirements of these paragraphs 1
through 4.
G. Termination:
1. This AGREEMENT may be terminated in whole or in part in writing by either party
Page F-4
June 24, 2002
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in the event of substantial failure by the other party to fulfill its obligations under this
AGREEMENT through no fault of the terminating party provided that no such
termination may be effected unless the other party is given:
a. Not less than 10 calendar days written notice of intent to terminate; and,
b. An opportunity for consultation with the terminating party prior to
termination.
2. This AGREEMENT may be terminated in whole or in part in writing by either party
without cause on sixty (60) days written notice.
3. Upon receipt of a termination notice, the CONSULTANT shall promptly
discontinue all services affected (unless the notice directs otherwise) and deliver or
otherwise make available to the OWNER all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as may have been
accumulated by the CONSULTANT in performing this AGREEMENT, whether
completed or in process.
4. If this AGREEMENT is terminated by either party, the CONSULTANT shall be
paid for services rendered pursuant to this AGREEMENT. If termination of the
AGREEMENT occurs at the conclusion of one phase and prior to authorization of
the OWNER to begin the next phase, payment by the OWNER of the completed
phase shall be considered full compensation due the CONSULTANT.
H. Audit: Access to Records
1. The CONSULTANT shall maintain books, records, documents, and other evidence
directly pertinent to the work under this AGREEMENT in accordance with generally
accepted accounting principles and practices. The OWNER, the Federal Aviation
Administration, the Comptroller General of the United States or any of their duly
appointed representatives shall have access to any books, documents, papers,
records, and other evidence for the purpose of examination, audit, excerpts, and
transcriptions.
2. Records described above shall be maintained and made available during the
performance under this AGREEMENT and for a period of three years after the
OWNER makes final payment and all other pending matters are closed.
I. Venue
All claims, disputes and other matters in question between the OWNER and
CONSULTANT arising out of or relating to this Agreement, or the breach
thereof, shall be decided in the Superior Court of Richmond County, Georgia.
CONSULTANT, by executing this Agreement, specifically consents to venue in
Richmond County and waives any right to contest the venue in the Superior CourtTof Richmond County, Georgia
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June 24, 2002
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J. Headings
1. The headings of the Exhibits, Sections, Schedules, and Attachments as contained in
this AGREEMENT are for the purpose of convenience only and shall not be deemed
to expand, limit or change the provisions in such Exhibits, Sections, Schedules, and
Attachments.
K. Assignment
1. CONSULTANT acknowledges that its services are unique and personal and its
rights under this AGREEMENT may not be assigned or its duties or ob~gations
delegated without the express written consent of OWNER.
L. No Hire
1. CONSULTANT shall not engage in employment discussions with an official or
employee of OWNER who has worked or participated personally and
substantially in the bidding, contracting, or the contracting process for this
contract, for the purpose of inducing or attempting to induce such official or
employee to leave Augusta's employ.
2. Failure to comply with this provision shall be considered a breach of the contract and
grounds for rescission of the contract.
SECTION In - MANDATORY FAA PROVISIONS lAC 150/5100-14C APPENDIX 1):
Title VI Assurances
During the performance of this contract, the CONSULTANT, for itself, its assignees, and
successors in interest (hereinafter referred to as the "CONTRACTOR") agrees as follows:
1. Compliance with Regulations: The CONTRACTOR shall comply with the
Regulations relative to nondiscrimination in federally assisted programs of the
Department of Transportation (hereinafter "DOT") Title 49, Code of Federal
Regulations, Part 21, as they may be amended from time to time, (hereinafter
referred to as the Regulations), which are herein incorporated by reference and made
a part of this contract.
2. Nondiscrimination: The CONTRACTOR, with regard to the work performed by it
during the contract, shall not discriminate on the grounds of race, color, national
origin or sex in the selection and retention of subcontractors, including procurement
of materials and ofleases of equipment. The CONTRACTOR shall not participate
either directly or indirectly in the discrimination prohibited by Section 21.5 of the
Regulations, including employment practices when the contract covers a program set
forth in Appendix "B" of the Regulations.
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June 24, 2002
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3. Solicitations for Subcontracts. Including Procurements of Materials and Equipment:
In all solicitations either by competitive bidding or negotiation made by the
CONTRACTOR for work to be performed under a subcontract, including
procurements of materials or leases of equipment, each potential subcontractor or
supplier shall be notified by the CONTRACTOR of the CONTRACTOR's
obligations under this contract and the Regulations relative to nondiscrimination on
the grounds of race, color, or national origin.
4. Information and Reports: The CONTRACTOR shall provide all information and
reports required by the Regulations or directives issued pursuant thereto, aI.1d shall
permit access to its books, records, accounts, other sources of information, and its
facilities as may be determined by the OWNER or the Federal Aviation
Administration to be pertinent to ascertain compliance with such Regulations, orders,
. and instructions. Where any information required of a CONTRACTOR is in the
exclusive possession of another who fails or refuses to furnish this information,
CONTRACTOR shall so certify to the OWNER or the Federal Aviation
Administration as appropriate and shall set forth what efforts it has made to obtain
the information.
5. Sanctions for Noncompliance: In the event of the CONTRACTOR's
noncompliance with the nondiscrimination provisions of this contract, the OWNER
shall impose such contract sanctions as it or the Federal Aviation Administration
may determine to be appropriate, including, but not limited to:
a. Withholding of payments to the CONTRACTOR under the contract until
the CONTRACTOR complies, and/or
b. Cancellation, termination, or suspension of the contract, in whole or in part.
6. Incorporation of Provisions: The CONTRACTOR shall include the provisions of
paragraphs 1 through 5 in every subcontract, including procurements of materials
and leases of ~quipment, unless exempt by the Regulations or directives issued
pursuant thereto. The CONTRACTOR shall take such action with respect to any
subcontract or procurement as the OWNER or the Federal Aviation Administration
may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, however, that in the event a CONTRACTOR becomes
involved in, or is threatened with, litigation with a subcontractor or supplier as a
result of such direction, the CONTRACTOR may request the OWNER to enter into
such litigation to protect the interests of the OWNER and in addition, the
CONTRACTOR may request the United States to enter into such litigation to
protect the interests of the United States.
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June 24,2002
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Disadvantal!ed Business Enterprise (DBE) Assurances:
1. Policy: It is the policy of the DOT that disadvantaged business enterprises as defined
in 49 CFR Part 26 shall have the maximum opportunity to participate in the
performance of contracts financed in whole or in part with federal funds under this
AGREEMENT. Consequently, the DBE requirements of 49 cFR Part 26 apply to
this AGREEMENT.
2. DBE Obligation: The CONTRACTOR agrees to ensure that disadvantaged
business enterprises as defined in 49 CFR Part 26 have the maximum opportunity to
participate in the performance of contracts and subcontracts financed in whole or in
part with federal funds provided under this AGREEMENT. In this regard,
CONTRACTOR shall take all necessary and reasonable steps in accordance with 49
CFR Part 26 to ensure that disadvantaged business enterprises have the maximum
opportunity to compete for and perform contracts. CONTRACTOR shall not
discriminate on the basis of race, color, national origin, or sex in the award and
performance of DOT-assisted contracts. Further, the CONTRACTOR agrees to
comply with all provisions of the OWNER's DBE program as amended from time to
time.
Page F-8
June 24,2002
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EXHIBIT G
SAMPLE WORK AUTHORIZATION FORM
AUGUSTA AVIATION COMMISSION
Work Authorization for Professional Services
(Project Identification No.)
(Work Authorization No.)
It is agreed to undertake the following work in accordance with the provisions of our Prime
Agreement for Professional Services dated
Description of Assignment:
Basis of compensationlPeriod of Services:
Agreed as to scope of services, time schedule, and budget:
For AUGUSTA A VIATIONCOMMISSION For THE LPA GROUP INCORPORATED
Date:
Date:
Attachment: Supporting Data for Budget
Page G-l
June 24, 2002