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HomeMy WebLinkAboutBungalow Road Widering and Reconstruction Project Augusta Richmond GA DOCUMENT NAME1<.. V'C.OGw'fu,d L00-m\ nC;. crO lec..cno\-illc.-i1cn pCbJ'Lc--\-- () DOCUMENTTYPE:~~~e-(y\Et\~ YEAR:Q9 BOX NUMBER: \:[ FILENUMBER: \ 0660 NUMBER OF PAGES: (3d. I I I I I I '8 I I I I I I I I I I I I STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES BUNGALOW ROAD WIDENING AND RECONSTRUCTION PROJECT Prepared For: Augusta-Richmond County Commission 530 Greene Street Augusta, Georgia 30911 Prepared By: W. R. Toole Engineers, Inc. 349 Greene Street Augusta, Georgia 30901 (706) 722-4114 / fax (706) 722-6219 Revised August 20, 1999 Revised September 20, 1999 (Exhibit C) I u STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES I I THIS IS AN AGREEMENT effective as of O{lY M~ r , 1922-. between Augusta-Richmond County Commission ("OWNER") and I W. R. Toole Engineers. Inc. ("ENGINEER), I OWNER intends to Accomplish widening and reconstruction improvements along Bungalow Road from D,S. Highway 25 (Peach Orchard Road) to Richmond Hill Road as detailed in attached proposal dated June 10. 1999 I I ("Project"). I OWNER and ENGINEER, in consideration of their mutual covenants as set forth herein agree as follows: 1. The Engineer shall provide professional engineering services with respect to project, and the Owner shall make payments for those services as set forth below, I I 2, Execution of this agreement by Engineer and Owner constitutes Owner's written authorization to Engineer to proceed on the date above set forth in this agreement. I 3, This agreement will become effective on the date first above written, I I I I I I Standard Form of Agreement Between Owner and Engineer for Professional Services Page 1 of 13 .1 I ARTICLE 1 - SERVICES OF ENGINEER I 1.01 Scope I A. ENGINEER shall provide the Basic and Additional Services set forth herein and in Exhibit A. I B, Upon this Agreement becoming effective, ENGINEER is authorized to begin Basic Services as set forth in Exhibit A. I C. If authorized by OWNER, ENGINEER shall furnish Resident Project Representative(s) with duties, responsibilities and limitations of authority as set forth in Exhibit D. I I ARTICLE 2 - OWNER'S RESPONSIBILITIES 2.01 General I A. OWNER shall have the responsibilities as set forth herein and in Exhibit B. I ARTICLE 3 - TIMES FOR RENDERING SERVICES I 3.01 General I A. ENGINEER's services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion. Unless specific periods of time or specific dates for providing services are specified in this Agreement, ENGINEER's obligation to render service hereunder will be for a period of which may reasonably be required for the completion of said services. ,I I B. If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided, and if such periods oftime or dates are changed through no fault of ENGINEER, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. If OWNER has requested changes in the scope, extent, or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. I I I I C. For purposes of this Agreement the term "day" means a calendar day of 24 hours. I 3.02 Suspension A. If OWNER fails to give prompt written authorization to proceed with any phase of services after completion of the immediately preceding phase, or if ENGINEER's services are delayed through no fault of ENGINEER, ENGINEER may, after giving seven days written notice to OWNER, suspend services under this Agreement. B. If ENGINEER's services are delayed or suspended in whole or in part by OWNER, or if ENGINEER's services are extended by Contractor's actions or inactions for more than 90 days through no fault of ENGINEER, ENGINEER shall be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect, reasonable costs incurred by ENGINEER in connection with, among other things, such delay or suspension and reactivation of the fact that the time for performance under this Agreement has been revised, ARTICLE 4 - PAYMENTS TO ENGINEER 4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER A. For Basic Services, OWNER shall pay ENGINEER for Basic Services performed or furnished under Exhibit A, Part 1, as set forth in Exhibit C. B, For Additional Services, OWNER shall pay ENGINEER for Additional Services performed or furnished under Exhibit A, Part 2, as set forth in Exhibit C. C. For Reimbursable Expenses, In addition to payments provided for in paragraphs 4.01.A and 4,01.B, OWNER shall pay Engineer for Reimbursable Expenses incurred by ENGINEER and ENGINEER's Consultants as set forth in Exhibit C. 4.02 Other Provisions Concerning Payments A. Preparation of Invoices, Invoices will be prepared in accordance with ENGINEER's standard invoicing practices and will be submitted to OWNER by ENGINEER, unless otherwise agreed, The amount billed in each invoice will be calculated as set forth in Exhibit C. B, Payment of Invoices, Invoices are due and payable within 30 days of receipt. If OWNER fails to make any payment due ENGINEER for services and expenses within 30 days after receipt of ENGINEER's Standard Form of Agreement Between Owner and Engineer for Professional Services Page 2 of 13 I I I invoice therefor, the amounts due ENGINEER will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, ifless) from said thirtieth day. In addition, ENGINEER may, after giving seven days written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses, and other related charges. Payments will be credited fIrst to interest and then to principal. I I I C. Disputed Invoices, In the event of a disputed or contested invoice, only the portion so contested by be withheld form payment, and the undisputed portion will be paid. I D, Payments Upon Termination I 1, In the event of any termination under paragraph 6.06, ENGINEER will be entitled to invoice OWNER and will be paid in accordance with Exhibit C for all services performed or furnished and all Reimbursable Expenses incurred through the effective date of termination. I I 2, In the event of termination by OWNER for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identifIed in subparagraph 4.02.D.1, shall be entitled to invoice OWNER and shall be paid a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, su~h as reassignment of personnel, costs of terminating contracts with ENGINEER's Consultants, and other related close- out costs, using methods and rates for Additional Services as set forth in Exhibit C. I I I I E, Records of ENGINEER's Costs, Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement shall be kept in accordance with generally accepted accounting practices, To the extent necessary to verify ENGINEER's charges and upon OWNER's timely request, copies of such records will be made available to OWNER at cost. I I F, Legislative Actions, In the event of legislative actions after the Effective Date of the Agreement by any level of government that impose taxes, fees, or costs on ENGINEER's services or other costs in connection with this Project or compensation therefor, such new taxes, fees, or costs shall be invoiced to and paid by OWNER as a Reimbursable Expense to which a Factor of 1.0 shall be applied. Should such taxes, fees, or costs be imposed, they shall be in addition to,ENGINEER's estimated total I I I compensation. ARTICLE 5 - OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. ENGINEER's opinions of probable Construction Cost provided for herein are to be made on the basis of ENGINEER's experience and qualifIcations and represent ENGINEER's best judgment as an experienced and qualifIed professional generally familiar with the industry, However, since ENGINEER has no control over the cost of labor, materials, equipment, or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, ENGINEER cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER. If OWNER wishes greater assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit is established between OWNER and ENGINEER, such Construction Cost limit and a statement of ENGINEER's rights and responsibilities with respect thereto will be specifically set forth in Exhibit F, "Construction Cost Limit", to this Agreement. 5.03 Opinions of Total Project Costs A, ENGINEER assumes no responsibility for the accuracy of opinions of Total Project Costs, ARTICLE 6 - GENERAL CONSIDERATIONS 6.01 Standards of Performance A. The standard of care for all professional engineering and related services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar circumstances at the same time and in the same locality, ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER's services, B, ENGINEER shall be responsible for the technical accuracy of its services and documents resulting therefrom, and OWNER shall not be responsible for Standard Form of Agreement Between Owner and Engineer for Professional Services Page 3 of 13 I I I discovering deficiencies therein, ENGINEER shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in OWNER-furnished information. I C. ENGINEER shall perform or furnish professional engineering and related services in all phases of the Project to which this Agreement applies. ENGINEER shall serve as OWNER's prime professional for the Project. ENGINEER may employ such ENGINEER's Consultants as ENGINEER deems necessary to assist in the performance or furnishing of the services. ENGINEER shall not be required to employ any ENGINEER's Consultant unacceptable to ENGINEER. I I I D, ENGINEER and OWNER shall comply with applicable Laws or Regulations and OWNER-mandated standards. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications to OWNER's responsibilities or to ENGINEER's scope of services, time of performance, or compensation. I I I E. OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by OWNER to ENGINEER pursuant to this Agreement. ENGINEER may use such requirements, reports, data, and information in performing or furnishing services under this Agreement. I I F, OWNER shall make decisions and carry out its other responsibilities in a timely manner and shall bear all costs incident thereto so as not to delay the services of ENGINEER. I I G. Prior to the commencement of the Construction Phase, OWNER shall notify ENGINEER of any variations from the language indicated in Exhibit E, "Notice of Acceptability of Work," or of any other notice or certification that ENGINEER will be requested to provide to OWNER or third parties in connection with the Project. OWNER and ENGINEER shall reach agreement on the terms of any such requested notice of certification, and OWNER shall authorize such Additional Services as are necessary to enable ENGINEER to provide the notices or certifications requested. I I I H. ENGINEER shall not be required to sign any documents, no matter by whom requested, that would result in the ENGINEER's having to certify, guarantee or warrant the existence of conditions whose existence the ENGINEER cannot ascertain, OWNER agrees not to I I make resolution of any dispute with the ENGINEER or payment of any amount due to the ENGINEER in any way contingent upon the ENGINEER's signing any such certification, 1. During the Construction Phase, ENGINEER shall not supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. 1. ENGINEER neither guarantee the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the Work in accordance with the Contract Documents, K. ENGINEER shall not be responsible for the acts or omissions of any Contractor(s), subcontractor or supplier, or of any of the Contractor's agents or employees or any other persons (except ENGINEER's own employees) at the Site or otherwise furnishing or performing any of the Contractor's work; or for an y decision made on interpretations or clarifications of the Contract Documents given by OWNER without consultation and advice of ENGINEER. L. The General Conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee (Document No, 1910-8, 1996 Edition) unless both parties mutually agree to use other General Conditions as specifically referenced in Exhibit J, 6.02 Authorized Project Representatives A, Contemporaneous with the execution of this Agreement, ENGINEER and Owner shall designate specific individuals to act as ENGINEER's and OWNER's representatives with respect to the services to be performed or furnished by ENGINEER and responsibilities of OWNER under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective party. 6.03 Design without Construction Phase Services A, Should OWNER provide Construction Phase Standard Form of Agreement Between Owner and Engineer for Professional Services Page 4 of 13 I I I services with either OWNER's representatives or a third party, ENGINEER's Basic Services under this Agreement will be considered to be completed upon completion of the Final Design Phase or Bidding or Negotiating Phase as outlined in Exhibit A. I I B. It is understood and agreed that if ENGINEER's Basic Services under this Agreement do not include Project observation, or review of the Contractor's performance, or any other Construction phase services, and that such services will be provided by OWNER, then OWNER assumes all responsibility for interpretation of the Contract Documents and for construction observation or review and waives any claims against the ENGINEER that may be in, any way connected thereto. I I 6.04 Use of Documents I A, All Documents are instruments of service in respect to this Project, and ENGINEER shall retain an ownership and property interest therein (including the right of reuse at the discretion of the ENGINEER) whether or not the Project is completed. I I B, Copies of OWNER-furnished data that may be relied upon by ENGINEER are limited to the printed copies (also known as hard copies) that are delivered to the ENGINEER pursuant to Exhibit B. Files in electronic media format of text, data, graphics, or of other types that are furnished by OWNER to ENGINEER are only for convenience of ENGINEER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. I I I C. Copies of Documents that may be relied upon by OWNER are limited to the printed copies (also known as hard copies) that are signed or sealed by the ENGINEER, Files in electronic media format of text, data, graphics, or of other types that are furnished by ENGINEER to OWNER are only for convenience of OWNER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. I I D. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60- day acceptance period will be corrected by the party delivering the electronic files. ENGINEER shall not be responsible to maintain documents stored in electronic media format after acceptance by OWNER. I I I I E, When transferring documents in electronic media format, ENGINEER makes no representations as to long term compatibility, usability, or readability of documents resulting from the sue of software application packages, operating systems, or computer hardware differing from those used by ENGINEER at the beginning of this Project, F. OWNER may make and retain copies of Documents for information and reference in connection with use on the Project by OWNER. Such Documents 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 such reuse or modification without written verification or adaptation by ENGINEER, as appropriate for the specific purpose intended, will be at OWNER's sole risk and without liability or legal exposure to ENGINEER or to ENGINEER's Consultants. OWNER shall indemnify and hold harmless damages, losses, and expenses, including attorneys' fees arising out of or resulting therefrom, G, If there is a discrepancy between the electronic files and the hard copies, the hard copies govern, H. Any verification or adaptation of the Documents for extensions of the Project or for any other project will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER, 6.05 Insurance A. ENGINEER shall procure and maintain insurance as set forth in Exhibit G, "Insurance." B. OWNER shall procure and maintain insurance as set forth in Exhibit G, "Insurance." OWNER shall cause ENGINEER and ENGINEER's Consultants to be listed as additional insureds on any general liability or property insurance policies carried by OWNER which are applicable to the Project. C. OWNER shall require Contractor to purchase and maintain general liability and other insurance as specified in the Contract Documents and to cause ENGINEER and ENGINEER's Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project. D, OWNER and ENGINEER shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit G, Such certificates shall be furnished prior to commencement of ENGINEER's services and at renewals thereafter during the life of the Agreement. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 5 of 13 I I I E. All policies of property insurance shall contain provisions to the effect that ENGINEER's and ENGINEER's Consultants's interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. I I F. At any time, OWNER may request that ENGINEER, at OWNER's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G, If so requested by OWNER, with the concurrence of ENGINEER, and if commercially available, ENGINEER shall obtain and shall require ENGINEER's Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by OWNER, and Exhibit G will be supplemented to incorporate these requirements, I I I' 6.06 Termination I A. The obligation to provide further services , under this Agreement may be terminated: I 1. For cause. I a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party , I b, By ENGINEER: I I) upon seven days written notice if ENGINEER believes that ENGINEER is being requested by OWNER to furnish or perform services contrary to ENGINEER's responsibilities as a licensed professional; or I I 2) upon seven days written notice if the ENGINEER's,services for the Project are delayed or suspended for more than 90 days for reasons beyond ENGINEER's control. I I 3) ENGINEER shall have no liability to OWNER on account of such termination, I c, Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within seven days of receipt of I such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, them the cure period provided for herein shall,extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2, For convenience, a, By OWNER effective upon the receipt of notice by ENGINEER. B, The terminating party under paragraphs 6.06.A.I or 6.06.A.2 may set the effective date of termination at a time up to 30 days later than otherwise provided to allow ENGINEER to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. 6.07 Controlling Law A. This Agreement is to be governed by the law of the state in which the Project is located. 6.08 Successors, Assigns, and Beneficiaries A, OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 6,08,B the assigns of OWNER and ENGINEER) are hereby bound to the other party to this administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. B. Neither OWNER nor ENGINEER may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: Standard Form of Agreement Between Owner and Engineer for Professional Services Page 6 of 13 I I I 1, Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by OWNER or ENGINEER to any Contractor, Contractor's subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them, I 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. The OWNER agrees that the substance of the provisions of this paragraph 6.08.C shall appear in the Contract Documents. I I 6.09 Dispute Resolution I A. OWNER and ENGINEER agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to exercising their rights under Exhibit H or other provisions of this Agreement, or under law. In the absence of such an agreement, the parties may exercise their rights under law, I I B, If and to the extent that OWNER and ENGINEER have agreed on a method and procedure for resolving disputes between them arising out of or relating to this Agreement, such dispute resolution method and procedure is set forth in Exhibit H, "Dispute Resolution," I I 6.10 Hazardous Environmental Condition I A. OWNER represents to Engineer that to the best of its knowledge a Hazardous Environmental Condition does not exist. I B, OWNER has disclosed to the best of its knowledge to ENGINEER the existence of all Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive material located at or near the Site, including type, quantity and location. I I C. If a Hazardous Environmental Condition is encountered or alleged, ENGINEER shall have the obligation to notify OWNER and, to the extent of applicable Laws and Regulation~, appropriate governmental officials. I D. It is acknowledged by both parties that ENGINEER's scope of services does not include any services related to a Hazardous Environmental Condition, In the event ENGINEER or any other party encounters a Hazardous Environmental Condition, ENGINEER may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until OWNER: (i) I I I retains appropriate specialist consultant( s) or contractor( s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations, E. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous substances, as defmed in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the Site in connection with ENGINEER's activities under this Agreement. F, If ENGINEER's services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of the condition shall justify ENGINEER's terminating this Agreement for cause on 30 days notice, 6.11 Allocation of Risks A, Indemnification 1, To the fullest extent permitted by law, ENGINEER shall indemnify and hold harmless OWNER's officers, directors, partners, and employees from an against any and all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of ENGINEER or ENGINEER's officers, directors, partners, employees, and ENGINEER's Consultants in the performance and furnishing of ENGINEER's services under this Agreement. 2, To the fullest extent permitted by law, OWNER shall indemnify and hold harmless ENGINEER, ENGINEER's Consultants from and against any and all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of OWNER or OWNER's officers, directors, partners, employees, and OWNER's consultants with respect to this Agreement or the Project. 3, To the fullest extent permitted by law, Standard Form of Agreement Between Owner and Engineer for Professional Services Page 7 of 13 I I I ENGINEER's total liability to OWNER and anyone claiming by, through, or under OWNER for any cost, loss, or damages caused in part by the negligence of ENGINEER and in part by the negligence of OWNER or any other negligent entity or individual, shall not exceed the percentage share that ENGINEER's negligence bears to the total negligence of OWNER, ENGINEER, and all other negligent entities and individuals. I I I 4. In addition to the indemnity provided under paragraph 6,11.A.2 of this Agreement, and to the fullest extent permitted by law, OWNER shall indemnify and hold hannless ENGINEER and its officers, directors, partners, employees, and ENGINEER's Consultants from and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused by, arising out of or resulting from a Hazardous Environmental Condition, provided that (i) any such cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than completed Work), including the loss of use resulting therefrom, and (ii) nothing in this paragraph 6.11.A,4, shall obligate OWNER to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. I I I I I I 5, The indenmification provision of paragraph 6.11,A.l is subject to and limited by the provisions agreed to by OWNER and ENGINEER in Exhibit I, "Allocation of Risks," if any, I 6.12 Notices I A, Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, or by registered or certified mail postage prepared; or by a commercial courier service. All notices shall be effective upon the date of receipt. I I 6.13 Survival I A, All express representations, indemnifications, or limitations of liability included in this Agreement will survive its completion or termination for any reason. I 6.14 Severability I A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken prOV1Slon. 6.15 Waiver A, Non-enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 6.16 Headings A. The headings used in this Agreement are for general reference only and do not have special significance. ARTICLE 7 - DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) and printed with initial or all capital letters, the terms listed below have the meanings indicated, which are applicable to both the singular and plural thereof: 1, Addenda-- Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 2. Additional Services-- The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 2 of this Agreement. 3, Agreement-- This "Standard Form of Agreement between OWNER and ENGINEER for Professional Services," including those Exhibits listed in Article 8 hereof. 4. Application for Payment-- The form acceptable to ENGINEER which is to be used by Contractor in requesting progress or final payments for the completion of its Work and which is to be accompanied by such supporting documentation as is required by the Contract Documents, Standard Form of Agreement Between Owner and Engineer for Professional Services Page 8 of 13 I I I 5, Asbestos--Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. I 6. Basic Services-- The services to be performed for or furnished to OWNER and ENGINEER in accordance with Exhibit A, Part I, of this Agreement. I I 7, Bid-- The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed, I 8. Bidding Documents-- The advertisement or invitation to Bid, instructions to bidders, the Bid Form and attachments, the Bid bond, if any, the proposed Contract Documents, and all Addenda, if any, I I 9, Change Order--A document recommended by ENGINEER, which is signed by Contractor and OWNER to authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Construction Agreement. I I 10, Construction Agreement-- The written instrument which evidence of the agreement, contained in the Contract Documents, between OWNER and Contractor covering the Work, I I 11, Construction Contract-- The entire and integrated written agreement between the OWNER and Contractor concerning the Work. I 12, Construction Cost-- The cost to OWNER of those portions of the entire Project designed or specified by ENGINEER. Construction Cost does not include costs of services of ENGINEER or other design professionals and consultants, cost onand, rights-of-way, or compens~tion for damages to properties, or OWNER's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project, or the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. I I I I 13. Contract Documents--Documents that establish the rights and obligations of the parties I engaged in construction and include the Construction Agreement between OWNER and Contractor, Addenda (which pertain to the Contract Documents), Contractor's Bid (including documentation accompanying the Bid and any post-Bid documentation submitted prior to the notice of award) when attached as an exhibit to the Construction Agreement, the notice to proceed, the bonds, appropriate certifications, the General Conditions, the Supplementary Conditions, the Specifications and the Drawings as the same are more specifically identified din the Construction Agreement, together with al Written Amendments, Change Orders, Work Change Directives Field Orders, and ENGINEER's written interpretations and clarifications issue don or after the Effective Date of the Construction Agreement. Approved Shop Drawings and the reports and drawings of subsurface and physical conditions are not Contract Documents, 14. Contract Price-- The moneys payable by OWNER to Contractor for completion of the Work in accordance with the Contract Documents and as state in the Construction Agreement. 15. Contract Time--The numbers of days or the dates stated in the Construction Agreement to: (i) achieve Substantial Completion, and (ii) complete the Work so that it is ready for fmal payment as evidenced by ENGINEER's written recommendation of fmal payment. 16, Contractor--An individual or entity with whom OWNER enters into a Construction Agreement. 17, Correction Period-- The time after Substantial Completion during which Contractor must correct, at no cost to OWNER, any Defective Work, normally one year after the date of Substantial Completion or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee or specific provision of the Contract Documents. 18. Defective--An adjective which, when modifying the Work, refers to Work that is unsatisfactory, faulty, or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to ENGINEER's recommendation of final payment. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 9 of 13 I I I 19, Documents--Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by ENGINEER to OWNER pursuant to this Agreement. 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. I I 20. Drawings-- That part of the Contract Documents prepared or approved by ENGINEER which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defmed, 28. Laws and Regulations; Laws or Regulations--Any and all applicable laws, rules, regulations, ordinances, codes, standards, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 29. PCB's--Polychlorinated biphenyls, I I 21, Effective Date of the Construction Agreement-- The date indicated in the Construction Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Construction Agreement is signed and delivered by the last of the two parties to sign and deliver. 30. Petroleum--Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions' of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils, I I 22, Effective Date of the Agreement--The date indicate din this Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 31, Radioactive Materials--Source, special nuclear, or byproduct material as defmed by the Atomic Energy Act of 1956 (42 USC Section 2011 et seq.) as amended from time to time, I 23, ENGINEER's Consultants--Individuals or entities having a contract with ENGINEER to furnish services with respect to this Project as ENGINEER's independent professional associates, consultants, subcontractors, or vendors, The term ENGINEER includes ENGINEER's Consultants. 32, Record Drawings-- The Drawings as issued for construction on which the ENGINEER, upon completion of the Work, has shown changes due to Addenda or Change Orders and other information which ENGINEER considers significant based on record documents furnished by Contractor to ENGINEER and which were annotated by Contractor to show changes made during construction, I I 24, Field Order--A written order issued by ENGINEER which directs minor changes to the Work but which does not involve a change in the Contract Price or the Contract Time, 33, Reimbursable Expenses-- The expenses incurred directly by ENGINEER in connection with the performing or furnishing of Basic and Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit C. I I 25, General Conditions-- That part of the Contract Documents which sets forth terms, conditions, and procedures that govern the Work to be performed or furnished by Contractor with respect to the Project. 34. Resident Project Representative-- The authorized representative of ENGINEER, if any, assigned to assist ENGINEER at the Site during the Construction Phase, The Resident Project Representative will be ENGINEER's agent or employee and under ENGINEER's supervision. As used herein, the term Resident Project Representative includes any assistants of the Resident Project Representative agreed to by OWNER. The duties and responsibilities of the Resident Project Representative are as set forth in Exhibit D, I I 26. Hazardous Environmental Condition-- The presence at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. I I 27. Hazardous Waste--The term Hazardous Waste shall have the meaning provided in Section 35, Samples--Physical examples of materials, equipment, or workmanship that are representative of I Standard Form of Agreement Between Owner and Engineer for Professional Services Page 10 of 13 I I I some portion of the Work and which establish the standards by which such portion of the Work will be judged. I 36. Shop Drawings--All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to ENGINEER to illustrate some portion of the Work. I I 37. Site--Lands or areas indicated in the Contract Documents as being furnished by OWNER upon which the Work is to be performed, rights-of- way and easements for access thereto, and such other lands furnished by OWNER which are designated for use of Contractor, I I 38. Specifications--That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the work and certain administrative details applicable thereto. I I 39. Substantial Completion--The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. I I I 40, Supplementary Conditions-- That part of the Contract Documents which amends or supplements the General Conditions. I 41. Total Project Costs--The sum of the Construction Cost, allowances for contingencies, the total costs of services of ENGINEER, or other design professionals and consultants, cost of land, rights-of- way, or compensation for damages to properties, or OWNER's costs for legal, accounting, insurance counseling or auditing services, or interest and fmancing charges incurred in connection with the Project, or the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. I I I I 42; Work-- The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents with'respect to this Project. Work I includes and is the result of performing or furnishing labor, services, and documentation necessary to produce shch construction and furnishing, installing, and incorporating all materials and all equipment into such construction, all as required by the Contract Documents. 43, Work Change Directive--A written directive to Contractor issued on or after the Effective Date of the Construction Agreement and signed by OWNER upon recommendation of the ENGINEER, ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies, A Work Change Direction will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times, 44, Written Amendment--A written amendment of the Contract Documents signed by OWNER and Contractor on or after the Effective Date of the Construction Agreement and normally dealing with the non-engineering or non-technical rather than strictly construction-related aspects of the Contract Documents, ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included A, Exhibit A, "ENGINEER's Services," consisting of ~ pages. B. Exhibit B, "OWNER's Responsibilities," consisting of --L- pages, C. Exhibit C, "Payments to Engineer for Services and Reimbursable Expenses," consisting of -L page. D. Exhibit G, "Insurance,"consisting of L pages, E, Exhibit J, "Special Provisions," consisting of ...L- page with attachment. 8.02 Total Agreement A, This Agreement (consisting of pages 1 to-12- Standard Form of Agreement Between Owner and Engineer for Professional Services Page 11 of 13 I I I inclusive, together with the Exhibits identified above) constitutes the entire agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. I I I I I I I I I I I I I I I I Standard Form of Agreement Between Owner and Engineer for Professional Services Page 12 of 13 I I I I I I I I I I I I I I I I I I I I IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1, OWNER: ENGINEER: B:RZl)iP)f;;;'~/ AUGU By: Title: Title: President Date Signed: Dated Signed: Biz!!> / &) ~ Addr &" ,/ / ess lor gIVmg nonces: 530 Greene Street Augusta. Georgia 30911 arqrJ? 349 Greene Street Augusta. Georgia 30901 Designated Representative (paragraph 6.02,A): Designated Representative (paragraph 6,02.A): William R. Toole. P.E. Title: President Title: Phone Number: Phone Number: 706- 722-4114 Facsimile Number: 706-722-6219 Facsimile Number: Emai1 Address: Emai1 Address:wrtoo1e@wrtoole.com Standard Form of Agreement Between Owner and Engineer for Professional Services Page 13 of 13 I I This is EXHIBIT A, consisting of2-pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services. dated , 1999 I Initial: OWNER ENGINEER I ENGINEER's Services I Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties, ENGINEER shall provide Basic and Additional Services as set forth below, PART 1 -- BASIC SERVICES I A 1,0 I Study and Report Phase I A, ENGINEER shall: 1. Consult with OWNER to defme and clarify OWNER's requirements for the Project and available data, I 2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in Exhibit B which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services. I 3, Identify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, including but not limited to mitigating measures identified in the environmental assessment. I 4, Identify and evaluate an alternate solutions available to OWNER and, after consultation with OWNER, recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's requirements for the Project. I 5, Prepare a report (the "Concept Report") which will, as appropriate, contain schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the agreed-to requirements, considerations involved, and those alternate solutions available to OWNER which ENGINEER recommends, This Report will be accompanied by ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the Project with each component separately itemized, including the following, which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design, professional, and related services provided by ENGINEER and, on the basis of information furnished by OWNER, allowances for other items and services included within the defmition of Total Project Costs, I I 6. Perform or provide the following additional Study and Report Phase tasks or deliverables; I 7, Furnish~review copies of the Report to OWNER within~days of authorization to begin services and review it with OWNER. I 8, Revise the Report to response to OWNER's and either parties' comments, as appropriate, and furnish~final copies of the revised Report to the OWNER within 14 days after completion of reviewing it with OWNER. I 9. Attend a pre-design conference, I B. ENGINEER's services under the Study and Report Phase will be considered complete on the date when the final copies of the revised Report have been delivered to OWNER, I Page 1 of 5 (Exhibit A - ENGINEER's Services) I I I I B I I I I I I I I I I I I I I I Al.02 Preliminary Design Phase A. After acceptance by OWNER of the Report, selection by OWNER of a recommended solution and indication of any specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall: 1. On the basis of the above acceptance, selection, and authorization, prepare Preliminary Design Phase documents consisting of fmal design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 2. Furnish the 30% and 60% Preliminary Design Phase to and review them with OWNER, 3. Provide necessary field surveys and topographic and utility mapping for design purposes, Utility mapping will be based on information obtained from utility owners. 4. Advise OWNER if additional reports, data, information, or services of the types described in Exhibit Bare necessary and assist OWNER in obtaining such reports, data, information, or services. 5. Based on the information contained in the Preliminary Design Phase documents, submit a revised opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, which will be itemized as provided in paragraph A I. 0 l.AS 6, Perform or provide the following additional Preliminary Design Phase tasks or deliverables: 7. Furnish the 90% Preliminary Design Phase documents to and review them with OWNER, 8, Submit to OWNER-L-fmal copies of the Preliminary Design Phase documents and revised opinion of probable Construction Cost within 90 days after authorization to proceed with this phase, B. ENGINEER's services under the Preliminary Design Phase will be considered complete on the date when final copies of the Preliminary Design Phase documents have been delivered to OWNER. A 1,03 Final Design Phase A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER-directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from OWNER, ENGINEER shall: 1. On the basis of the above acceptance, direction, and authorization, prepare fmal Drawings indicating the scope, extent, and character of the Work to be performed and furnished by Contractor, Specifications will be prepared, where appropriate, in general conformance with the Georgia Department of Transportation Standards and Specifications, 2. Provide technical criteria, written descriptions, and design data for the OWNER's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project and assist OWNER in consultations with appropriate authorities, 3, Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, itemized as provided in paragraph Al.Ol.A.5. 4. Perform or provide the following additional Final Design Phase tasks or deliverables: 5. Prepare and furnish Bidding Documents for review and approval by OWNER, it's legal counsel, and other advisors, as appropriate, and assist OWNER in the preparation of other related documents, 6. Submit 5 OWNER within 70 final copies of the Bidding Documents and a revised opinion of probable Construction Cost to days after authorization to proceed with this phase, Page 2 of 5 (Exhibit A - ENGINEER's Services) I I B. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's compensation has been established under this Agreement is one . I C. ENGINEER's services under the Final Design Phase will be considered complete on the date when the submittals required by paragraph A1.03.A.6. have been delivered to OWNER. A 1.04, Bidding or Negotiating Phase I Deleted I A1.05, Construction Phase Deleted I PART 2 -- ADDITIONAL SERVICES A2.01 Additional Services Requiring OWNER's Authorization in Advance I A, If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed below. These services will be paid for by OWNER as indicate din Article 4 of the Agreement. I 1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipate environmental impact of the Project. I I 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. I 3. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by ENGINEER or its design requirements including, but not limited to, changes in size, complexity, OWNER's schedule, character of construction, or method of fmancing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents which such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond ENGINEER's control. I I 4. Services resulting from OWNER's request to evaluate additional Study and Report Phase alterative solutions beyond those identified in paragraph A1.01.AA. I 5. Services required as a result of OWNER's providing incomplete or incorrf<ct Project information with respect to Exhibit B. 6. Providing renderings or models for OWNER's use. I 7, Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules, and the appraisals; assistance in obtaining fmancing for the Project; evaluating processes available for licensing, and assisting OWNER in obtaining process licensing; detailed connotate surveys of materials equipment, and labor; and audits or inventories required in connection with construction performed by OWNER. I I 8. Furnishing services of ENGINEER's Consultants for other than Basic Services. 9. Services attributable to more prime construction contracts than specified in paragraph A1.03.C. I I Page 3 of 5 (Exhibit A - ENGINEER's Services) I I 10, Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's office, I 11. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibility review requested by OWNER; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. I 12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by OWNER for the Work or a portion thereof, I 13. Determining the acceptability of substitute materials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. I 14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required by Exhibit F. I 15. Providing construction surveys and staking to enable Contractor to perform its work other than as required under paragraph Al.05.A.5, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys, I 16. Providing Construction Phase services beyond the Contract Times set forth in Exhibit C. I 17. Providing assistance in resolving any Hazardous Environment Condition in compliance with current Laws and Regulations. 18. Preparing and furnishing to OWNER Record Drawings showing appropriate recording information based on Project annotated record documents received from Contractor. I 19. Preparation of operation and maintenance manuals, I 20. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other dispute resolution process related to the Project I 21. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER under paragraph 6.0l.G of the Agreement 22, Others services performed or furnished by ENGINEER not otherwise provided for in this Agreement I A2,02 Required Additional Services I A ENGINEER shall perform or furnish, without requesting or receiving specific advance authorization from OWNER, the Additional Services of the types listed below. ENGINEER shall advise OWNER in writing promptly after starting any such Additional Services. I 1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered, I 2, Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or-equal" items; and services after the award of the Construction Agreement in evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project or an excessive number of substitutions. I 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. I Page 4 of5 (Exhibit A - ENGINEER's Services) I I I 4. Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor, I 5. Services other than Basic Services during the Post-Construction Phase) in connect with any partial utilization of any part of the Work by OWNER prior to Substantial Completion, I 6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. I I I I I I I I I I I I I I Page 5 of 5 (Exhibit A - ENGINEER's Services) I I I I D This is EXHmIT B, consisting of...l..- pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated , 1999 Initial: OWNER ENGINEER OWNER's Responsibilities Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties. I B2.0 1 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall: A. Provide ENGINEER with all criteria and full information as to OWNER's requirements for the Project, including design objectives and constrains, space, capacity and performance requirements, flexibility, and expendability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard forms, conditions, and related documents for ENGINEER to include the Bidding Documents, when applicable, I I I I I I' I I I I I I I I B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. C. Following ENGINEER's assessment of initially-available Project information and data and upon ENGINEER's request, furnish or otherwise make available such additional Project related information and data as is reasonably required to enable ENGINEER to complete its Base and Additional Services, Such additional information or data would generally include the following: 1. Property descriptions. 2, Zoning, deed, and other land use restrictions, 3, Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 4. Explorations, and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic surveys, with appropriate professional interpretation thereof. 5, Environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas, 6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. D, Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of a Hazardous Environmental Condition or of any other development that affects the scope of time of performance of ENGINEER's services, or any defect or nonconformance in ENGINEER's services or in the work of any Contractor. E, Authorize ENGINEER to provide Additional Services as setJorth in Part 2 of Exhibit A of the Agreement as required. F. Arrange for safe access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under the Agreement. Page 1 of3 (Exhibit B - OWNER's Responsibilities) a I I I I I I I I I I I I I I I I I I G, Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as OWNER deems appropriate with respect to such examination) and render in writilig timely decisions pertaining thereto, H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by ENGINEER and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. L Provide, as required for the Project: 1. Accounting, bond and fmancial advisory, independent cost estimating, and insurance counseling services. 2. Legal services with regard to issues pertaining to the Project as OWNER requires, Contractor raises, or ENGINEER reasonably requests. 3. Such auditing services as OWNER requires to ascel"41in how or for what purpose Contractor has used the moneys paid, 4. Placement and payment for advertisement for Bids in appropriate publications, 1. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructibility review. K. Furnish to ENGINEER data as to OWNER's anticipated costs for services to be provided by others for OWNER so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's opinion of Total Project Costs. L If OWNER designates a construction manager or an individual or entity other than, or in addition to, ENGINEER to represent OwNER at the Site, defme and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of ENGINEER. M. If more than one prime contract is to be awarded for the Work designed or specified by ENGINEER, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, responsibilities, and authority of ENGINEER as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. N, Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job related meetings, and Substantial Completion and fmal payment inspections. 0, Provide the services of an independent testing laboratory to perform all inspections, tests, and approves of Samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of OWNER, prior to their incorporation into the Work with appropriate professional interpretation thereof p, Provide inspection or monitoring services by an individual or entity other than ENGINEER (and disclose the identity of such individual or entity to ENGINEER) as OWNER determines necessary to verify: 1. That Contractor is complying with any Laws and Regulations applicable to Contractor's performing and furnishing the Work. 2. That Contractor is taking all necessary precautions for safety of persons or property and complying with any special provisions of the Contract Documents applicable to safety, Page 2 of 3 (Exhibit B - OWNER's Responsibilities) I I Q, Provide ENGINEER with the fmdings and reports generated by the entities providing services pursuant to paragraphs B2,01.0 and P. I R. Perform or provide the following additional services: I 1, Schedule and attend a pre-design conference during the "Study and Report Phase" involving all utility companies with utility locations within the project limits, I 2. Coordinate all meetings, design, and review of signalization improvements within the intersection U.S, Highway 25and Bungalow Road with Augusta-Richmond County Traffic Engineering Department. I I I I I I I I I I I I I Page 3 of3 (Exhibit B - OWNER's Responsibilities) I I I I This is Exhibit C, consisting of-L-pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated . 1 999 I Initial: OWNER ENGINEER_ Payments to ENGINEER for Services and Reimbursable Expenses I Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties: I I ARTICLE 4 -- PAYMENTS TO THE ENGINEER C4,Ol For Basic Services Having a Determined Scope- Lump Sum Method of Payment I A. OWNERshall pay ENGINEER for Basic Services set forth in Exhibit A, except for services of ENGINEER's Resident Project Representative and Post-Construction Phase services, if any, as follows: I 1. A Lump Sum amount of$91.500,OO based on the following assumed distribution of compensation: I a, Study and Report Phase b, Preliminary Design Phase c, Final Design Phase $ 5.000,00 $ 65.000,00 $ 21.500,00 I 2, ENGINEER may alter the distribution of compensation between individual phases noted herein to be consistent with service actually rendered, but shall not exceed the total Lump Sum amount tmless approved in writing by the OWNER. I I I 3, The Lump Sum includes compensation for ENGINEER's services and services of ENGINEER's Consultants, if any, Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbw-sable Expenses, I 4, The portion of the Lump Sum amount billed ' for ENGINEER's services will be based upon ENGINEER's estimate of the proportion of the total services actually completed during the billing period to the Lump Sum, I 5, The Lump Sum is conditioned on Contract Times to complete the Work not exceeding 7 months, Should the Contract Times to complete the Work be extended beyond this period, the total compensation to ENGINEER shall be appropriately adjusted, I I I I I I I I I I I I I I I I I I I I I I This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated , 19 99 Initial: OWNER ENGINEER_ Insurance Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties, G6.05 Insurance A. The limits of liability for the insurance required by paragraph 6.05.A and 6.05,B of the, Agreement are as follows: 1. By ENGINEER: a, Worker's Compensation Statutory b, Employer's Liability -- 1) Each Accident: 2) Disease, Policy Limit: 3) Disease, Each Employee: $ 500.000,00 $ 500.000.00 $ 500.000,00 c. General Liability -- ' 1) Each Occurrence (Bodily Injury and Property Damage): 2) General Aggregate: $ 1.000.000,00 $ 1.000.000,00 d. Excess or Umbrella Liability -- 1) Each Occurrence: 2) General Aggregate: $ 2.000.000,00 $ 2.000.000,00 e, Automobile Liability -- 1) Bodily Injury: a) Each Accident $ 2) Property Damage: a) Each Accident $ [or] 1) Combined Single Limit (Bodily Injury and Property Damage): Each Accident $ 1.000.000,00 f. Other specify: Professional Liability $ 1.000.000,00 Page 1 of 2 page (Exhibit G - Insurance) I I 2, By OWNER: a. Worker's Compensation: Statutory I b, Employer's Liability -- I) Each Accident 2) Disease, Policy Limit 3) Disease, Each Employee $ $ $ I I c. General Liability -- 1) General Aggregate: 2) Each Occurrence (Bodily Injury and Property Damage): $ $ I d. Excess Umbrella Liability -- 1) Each Occurrence: 2) General Aggregate: $ $ I e. Automobile Liability: 1) Bodily Injury: a) Each Accident $ I 2) Property Damage: a) Each Accident $ I [or] I 1) Combined Single Limit (Bodily Injury and Property Damage): Each Accident $ f. Other (specify): I $ I B, Additionallnsureds I. The following persons or entities are to be listed on OWNER's policies of insurance as additional insureds as provide din paragraph 6.05.B: I I a. W, R. Toole Engineers. Inc, ENGINEER b, I ENGINEER'S CONSULTANT I c. ENGINEER'S CONSULTANT I I Page 2 of 2 page (Exhibit G - Insurance) I I I This is EXHIBIT J, consisting of 1 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated , 1999 I I Initial: OWNER ENGINEER Special Provisions I Article 6, Exhibit A, and Exibit B of the Agreement are amended to include the following agreement(s) of the parties: See Attached Proposal dated June 10, 1999 I I I I I I I I I I I I I Page 1 of 1 page (Exhibit J - Special Provisions) I I- III~. I ~~ I 349 GREENE STREET AUGUSTA. GA 30901 P,O, BOX 600 AUGUSTA. GA 30903 I I PRINCIPALS WILLIAM R. TOOLE, P,E, FRANKLIN A. TOOLE, LS. BARRY A. TOOLE, L,S, I 'ASSOCIATES STEVEN M, HARDY. LS. - ERIK p, HAMMARLUND, P,E. I I I I I I I I I I I w. R. Toole Engineers, lne.', Engineers . Consultants . Surveyors . Planners June 10, 1999 Augusta-Richmond County Public Works 1815 Marvin Griffm Road Augusta, Georgia 30906 A1TN: Mr. Jack Murphy SUBJECT: Bungalow Road Widening & Reconstruction Project TE Proposal No. P99-074 Dear Mr, Murphy: W. R, Toole Engineers, Inc, appreciates the opportunity to provide you with a design proposal for the widening and improvement of Bungalow Road from U.S. Highway 25 (Peach Orchard Road) to Richmond Hill Roa9 in Richmond County, Georgia. Based on our meetings and conversations with you, site reconnaissance, and preliminary project evaluation, we are familiar with the work required. The following proposal briefly outlines our understanding of the project concept, proposes a scope of work for accomplishing project objectives, and establishes compensation and design schedules for completion of project tasks, PROJECT CONCEPT Bungalow Road is a typical two-lane rural roadway extending approximately 3,900 linear feet from U.S. Highway 25 to Richmond Hill Road, The existing road cross-section has two 10,5 foot lanes, a minimal shoulder ranging from I Y, to 3 feet, and longitudinal ditches with culverts located under residential drives, Although the roadway provides street frontage to more than 50 residential houses as well as several side streets accessing larger residential areas, it also serves as a major thoroughfare from Peach Orchard Road (U.S. Highway 25) to Deans Bridge Road (US, Highway #1). The average daily traffic, as measured in August 1998, is approximately 3,827, Bungalow Road also ~erves as the access point for Bungalow Road Elementary School, a Richmond County Board of Education facility, sited on a 12 acre tract near the center of the project length, Bungalow Road is geographically sited along a ridge line parallel to near by Rocky Creek, Although Bungalow Road is not located in the flood plain of Rocky Creek, extremely flat grades were noted throughout the length of the project. As a result, Toole Engineers anticipates that some minor, localized floodmg ma}' occur within the project limits, Currently, roadside longitudinal ditches provide stormwater conveyance from the roadway and adjacent properties in an easterly direction towards Peach Orchard Road, The existing storm sewer system of Peach Orchard Road (State Route 121/2 I) serves as the fmal collection point for the stormwater runoff, routing it to near by Rocky Creek. Finally, the Bungalow Road intersection with U.S. Highway 25 is characterized by a two-lane cross-section with a low concrete medium separating the lanes. The east bound lane(left and right turn onto U.S. Highway 25) is a slightly wider asphalt surface than the remaining length of the road. Field reconnaissance indicates that cars attempt to hug the curb line to make a right turn while other cars set in cue for left turn at the traffic signal. I I W R, Toole Engineers, [nc, Proposal P99-074 (Bungalow Road) June J 0, J 999 Page 2 of 4 I The proposed project concept provides' for the widening of Bungalow Road to a typical urban two-lane cross-section including curb and gutter and an integrated storm sewer system. The proposed cross-section would provide for two . 13 foot lanes and 30 inch concrete curb and gutter on each side of the road. Existing longitudinal ditches and driveway culverts will be replaced by a storm sewer system with appropriate catch basins. A left turn lane will be installed in front of Bungalow Road Elementary School for east bound traffic to accommodate buses during school mornings. The Richmond County Board of Education will be contacted to discuss whether or not a right-turn lane for westbound traffic on Bungalow Road is necessary to accommodate school traffic. Final design parameters for this lane will be coordinated with Mr. Marvin Powell of the Richmond County Board of Education. I I I The intersection at Peach Orchard Road will also be improved to allow appropriate left turn and right turn lanes for access onto Peach Orchard Road. Signalization improvements will be coordinated with the Augusta-Richmond County Traffic Engineering Department. Additionally, minor reconfiguration of the alignment of Bungalow Road at the intersection with Richmond Hill Road will be investigated to establish a 90-degree centerline intersection, Additional turn lanes at this intersection are not anticipated. I I Stormwater management will be accomplished by a system of catch basins and longitudinal piping system. Toole Engineers will investigate the feasibility of extending an off-site stormwater outfall from Bungalow Road to Rocky Creek or the limits of the old Lumbard pond, We anticipate this outfall to be in the vicinity of the existing commercial tracts that are located on the northwest comer of the intersection of Bungalow Road and Peach Orchard Road, The off-site storm sewer piping would extend north approximately 1,000 linear feet. I The minimum setbacks of existing residential structures are a major design consideration impacting the acquisition of additional right-of-way to accommodate the proposed project. The existing 50 foot right-of-way will be closely evaluated to determine minimal right-of-way requirements in order to accommodate the proposed project improvements, Toole Engineers anticipates that yard drains will be required along much of the proposed project route in order to prevent ponding on adjacent properties due to the new curb and gutter construction, Toole Engineers also anticipates placement of sidewalks on both sides of the road throughout the project length to accommodate pedestrian traffic and access to Bungalow Road Elementary School. I I Finally, Toole Engineers anticipates that utility relocation will be required throughout the project. This primarily reflects the need to accommodate overhead power and telephone lines located near the limits of the existing right-of- way, Toole Engineers will also investigate the existing water main regarding age 'and materials of construction to determine whether or not new water mains should be installed. CPre~iptiiiaryestimates of probable construction costs for the proposed improvements range frorp~ $ r;ooo,OOO, T.h~se construction costs do not include water main upgrades or verticaVlateral of~sets..to----' accomm~ storm sewer design, Additionally, no provisions are included for property restoration costs associated with proposed construction and right-of-way acquisition, I I I SCOPE OF WORK I W, R, Toole Engineers' proposed scope of work will include field surveying and data gathering, preparation ofa concept report, preliminary design plans, a hydrologic and hydraulic study and report, preparation of fmal construction plans, and right-of-way/easement acquisition maps for the project. A field run topographic survey and utility location will initiate project activities. This information will be electronically gathered using the Caice program in accordance with Georgia Department of Transportation requirementS, Due to the physical location of residential structures in close proximity to the existing right-of-way, field surveys will be accomplished from face of building to face of building, Survey and topographic information will also be gathered for off-site storm sewer routes once preliminary base maps are established and appropriate discharge areas identified. All utilities will be located utilizing the utility locate design services and coordinated through the Pre-Construction Engineer's office, I I I I I I W. R, Toole Engineers, lnc, Proposal P99-074 (Bungalow Road) June 10, 1999 Page 3 of 4 I I Following completion of the project base map, a concept design and concept report will be prepared for review by the Augusta-Richmond County Public Works Department. This will mark the first major milestone in completing project design. Approval of the concept report and design will establish the parameters of the preliminary and fmal design plans. The concept report will focus on specific design issues including but not limited to: I ~ Limited right-of-way availability ~ Stormwater management and outfall ~ Lane configuration within the limits of the school zone ~ Utility relocations ~ Multi-lane tie-in at Peach Orchard Road, and ~ General roadway tie-in for intersecting side streets I I Based on the concept report and changes made thereto, preliminary design plans will be developed. The preliminary design plans will approximate 70% of construction documents. These documents will include an estimated opinion of probable construction costs, preliminary construction drawings, and notation of any design exceptions within the project. Preliminary design documents will also include the hydrology and hydraulic report assessing appropriate stormwater outfalls from the project area. I Based on a preliminary field plan review, fmal construction documents will be prepared. These documents will be prepare din accordance with Georgia Department of Transportation format including quantity takeoffs, typical cross- sections, construction plans and prof11es, special cross-sections, and project details, I I Right-of-way and easement acquisition maps will be developed based on fmal construction documents, These maps will be prepared in 11 x 17 format highlighting existing right-of-way, required right-of-way, slope easements, temporary construction easements, and other right-of-way acquisition requirements. I All plans, meetings, and reports will be coordinate through the Augusta-Richmond County Pre-Construction Engineer, Ms, Teresa Smith, Again, a proposed time line for each element of design activity will be prepared highlighting major project milestones and necessary meetings and field review. Toole Engineers will coordinate these activities with Ms. Smith and her representative. I COMPENSATION SCHEDULE I The following compensation schedule is based on anticipated man-hours to complete the project tasks as outlined in the Scope of Services. Toole Engineers anticipates that field surveying services will require approximately four (4) weeks to complete. Coordination with the Underground Utility Design Locate services will depend on time required for each individual utility to mark facilities in the field. These markings will be field located and incorporated into the base map. Preparation of the base map will require approximately four (4) weeks following completion offield survey. The total cost for surveying and base mapping for the project is anticipated at $19,000. I I Engineering services are based on preparation of the concept report, preliminary plans, hydrologic and hydraulic study and report, and fmal construction plans. These services will be provided for $66,000. Services will also include the preparation of easement and right-of-way acquisition plats (estimated 60 parcels) as required to develop right-of-way plans. I DESIGN SCHEDULE I Toole Engineers will initiate field services within two (2) weeks of authorization to proceed. As previously noted, field surveying services are anticipated to require four (4) weeks. Additional time required to locate utilities as marked by the Utility Design Locate services will vary depending on the actual time required to mark utilities. Preparation of base maps and completiop of surVeying activities with calculations and integration of field data will require approximately four (4) weeks. A concept will be prepared during this time period for review by the Augusta-Richmond County Public Works Department. Once the concept report is approved, Toole Engineers estimates sixteen (16) weeks to complete preliminary design plans. These plans will represent approximately 70% I I I I I W. R, Toole Engineers, Inc, Proposal P99-074 (Bungalow Road) June 10, 1999 Page 4 of 4 I I I I I completion of the project. A preliminary field plan review will be scheduled following completion of preliminary plans. Toole Engineers will also allow two (2) weeks of review time by Augusta-Richmond County Public Works personnel. Once preliminary design plans are reviewed and approved by Augusta-Richmond County, final construction plans will be prepared. Toole Engineers anticipates ten (10) weeks to complete fmal plans including right-of-ways. All plans, quantity takeoffs, and any construction exception information will be forwarded to Augusta-Richmond County Public Works Department for review and use, CLOSURE Again, W, R. Toole Engineers, Inc. appreciates this opportunity to propose our services to you and look forward to working with you on this project. Should you have any questions concerning the information contained herein, please do not hesitate to contact us, Very truly yours, I I I I I I I W. R. TOOLE ENGINEERS, INe. f?' ,?J }) L'~z,/C/!7 ZA / , Erik Hammarlund, P ,E, ~,grjjJ Pwj," t?~ !ldftf/1!f/ p,P /4 President WRT;bw I I I I I I~ I I 349 GREENE STREET AUGUSTA. GA 30901 P,O, BOX 600 I AUGUSTA. GA 30903 706,722.4114 (VOICE) 706,722,6219 (FAX) I 877,WRTOOLE (TOLL FREE) EMAIL: WRTENG@WRTOOLE,COM I I ASSOCIATES STEVEN M, HARDY, L.5. ERIK p, HAMMARLUND, P,E, I I I I I I I I I I I PRINCIPALS WILLIAM R. TOOLE,P,E, FRANKLIN A, TOOLE, L.5. BARRY A. TOOLE, L.5, w. R. Toole Engineers, Inc. Engineers e Consultants . Surveyors . Planners September 20, 1999 Augusta-Richmond County Public Works 1815 Marvin Griffin Road Augusta, GA 30906 A TTN: Te~esa Smith, P.E. Pre-Construction Engineer SUBJECT: Bungalow Road Widening Project Sanitary Sewer Addition TE Proposal No. P99-074, Addendum #1 Dear Teresa, As per you request, W, R. Toole Engineers, Inc, has calculated a construction cost and revised our professional fees for the inclusion of a new sanitary sewer in conjunction with the Bungalow Road Improvements Project. As per our conversation on Friday, September 17, 1999 the existing sanitary sewer is clay and the integrity of that pipe is questionable, A field inspection of the pipe is scheduled within the next few weeks at which time we will visually verify the condition of the pipe, However, until that inspection is performed, we are anticipating removal and replacement of the sewer. Below is an opinion of probable construction cost for the addition of the sanitary sewer replacement. Description ' Quantity Units U nit Cost Total Cost Sanitary Sewer Manholes 15 EA $1,200,00 . $18,000,00 8" Diameter Sanitary Sewer 4250 LF $25.00 $106,250,00 Sanitary Service Renewal 70 EA $400,00 $28,000,00 Found Bkfill Mati, TP II 250 CY $20,00 $5,000,00 Lump Sum (Misc. Sanitary) 1 LS $10,000,00 $10,000,00 Total= $167,250.00 I I I I I I I I I I I I I I I I I I I W. R. Toole Engineers, Inc, Bungalow Road Addendum #1 Letter September 20, 1999 Page 2 of2 Additional engineering services will be provided for the design of the sewer replacement at a lump sum cost of $6,500.00, Therefore, if the sanitary sewer removal and replacement is warranted, the new lump sum contract amount for professional services will be $91,500.00. Please see the attached revised "Exhibit'C". If you have any questions or require additional information please contact me. Sincerely, W,R. TOOLE ENGINEERS, INC. vt Erik Hammarlund,_P.E. Engineering Department Manager Cc: Mr, Jack Murphy, Public Works Director Attachments