HomeMy WebLinkAboutCranston, Robertson, Whiteburst
Augusta Richmond GA
DOCUMENT NAME: Q...,'(~(\ 31t:xI, ~O'oe'(\-c:o\)) LN\l\-teX:u'(S-\-
DOCUMENT TYPE: OC6(~\-
YEAR: C{l
BOX NUMBER: 03
FILE NUMBER: \~SC\
NUMBER OF PAGES: c9 \
l'
This document hasimpo.rtant legal consequences; consultation with an attorney is encouraged with respect
to its use, completion or modification. This document should be adapted to the particular circumstances of
the contemplated Project and the applicable laws of the jurisdiction in which the professional services for the
Project are to be performed.
STANDARD FORM OF AGREEMENT
BETWEEN
O\VNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
-
THIS IS AN AGREEMENT made as of
~
/<f?
, 1997
between
Augusta-Richmond County
("0 \VNER") and
Cranston. Robertson & Whitehurst. P.c.
('ENGINEER").
OWNER intends to construct a sports and recreational facilitv referred to by proiect name as "South Augusta
Recreation Complex." including the foJJmving maior elements: communitv center with gvmnasium. ten
athletic fields. parking for 400 vehicles. two plavgrounds and picnic areas. rehabilitation of four ponds for
public fishing. maintenance and storage facilitv. and appropriate landscaping of developed areas (the
"Project").
OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the
perfom1ance offumishing of professional engineering services by ENGINEER with respect to the Project and
the payment for those services by OWNER as set forth below. Execution of this Agreement by ENGINEER
and OWNER constitutes OWNER's written authorization to ENGINEER to proceed on the date first above
written with the first phase of the Basic Services described in Section 2 below and as further set forth in
Exhibit A, "FUl1her Description of Basic Engineering Services and Related Matters" ("Exhibit A") and in the
other exhibits listed in Section 9 below. This Agreement will become effective on the date first above \witten.
Page I of 15 pages
SECTION l--GENERAL
].1 Standard of Care.
ENGINEER shall perform for or furnish to OWNER profes-
sional engineering and related services in all phases of the
Project to which this Agreement applies as hereinafter pro-
vided. ENGINEER shall serve as OWNER's prime design
professional and engineering representative for the Project
providing professional engineering consultation and advice
with respect thereto. ENGINEER may employ such ENGI-
NEER's Consultants as ENGINEER deems necessary to assist
in the performance or furnishing of professional engineering
and related services hereunder. ENGINEER shall not be
required to employ any ENGINEER's Consultant unacceptable
to ENGINEER.
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 ordinari]y used by
members of ENGINEER's profession practicing under similar
conditions at the same time and in the same locality. ENGI-
NEER makes no wan'anties, express or implied, under this
Agreement or otherwise, in connection with ENGINEER's
services.
1.2 Coordination with Other Documents.
It is the intention of the parties that the Standard General
Conditions will be used as the General Conditions for the
Project and that all amendments thereof and supplements
thereto will be generally consistent therewith. Except as
otherwise defined herein, the tenns which have an initial
capital letter in this Agreement and are defined in the standard
General Conditions will be used in this Agreement as defined
in the Standard General Conditions. The term "defective" will
be used in this Agreement as defined in the Standard General
Conditions.
).3 Definitions.
Wherever used in this Agreement the following tenns have the
meanings indicated which are applicable to both the singular
and plural thereof:
1.3.] Additional Services. Additional Services means the
services to be performed for or furnished to OWNER by
ENGINEER described in Section 3 of this Agreement.
1.3.2 Agreement. Agreement means this Standard Form of
Agreement between OWNER and ENGINEER for Professional
Services including those exhibits listed in Section 9 of this
Agreement.
1.3.3 Basic Se'Tices. Basic Services means the services to be
performed for or furnished to OWNER by ENGINEER
described in Section 2 of th is Agreement.
] .3.4 Construction Cost. Construction Cost means the total
cost to OWNER of those portions of the entire Project de-
signed or specified by ENGINEER. Construction cost does not
include ENGINEER's compensation and expenses, the cost of
land, rights-of-way, or compensation for or damages to
properties, or OWNER's legal, accounting, insurance counsel-
ing 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
Section 4 of this Agreement. Construction Cost is one of the
items comprising Total Project Costs.
1.3.5 Contractor. Contractor means the person or entity with
whom OWNER enters into a written agreement covering
construction work to be perfonned or furnished with respect to
the Project.
1.3.6 ENGiNEER's Consultant. ENGINEER's Consultant
means a person or entity having a contract with ENGINEER to
perform or furnish Basic or Additional Services as ENGI-
N EER' s independent professional associate or consultant
engaged directly on the Project.
] .3.7 Reimbursable Expenses. Reimbursable Expenses means
the expenses incurred directly in connection with the perfor-
mance or furnishing of Basic and Additional Services for the
Project for which OWNER shall pay ENGINEER as indicated
in Exhibit B, "Payments to Engineer for Services and Reim-
bursable Expenses" ("Exhibit B").
I .3.8 Resident Project Representative. Resident Project
Representative means the authorized representative of ENGI-
NEER who will be assigned to assist ENGINEER at the site
during the Construction Phase. The Resident Project Repre-
sentative will be ENGINEER's agent or employee and under
ENGINEER's supervision. As used herein, the term Resident
Project Representative includes any assistants of Resident
Project Representation agreed to by OWNER. The duties and
responsibi]ities of the Resident Project Representative are set
forth in Exhibit C, "Duties, Responsibilities and Limitations of
Authority of Resident Project Representative" ("Exhibit C").
1.3.9 Standard General Conditions. Standard General
Conditions means the Standard General Conditions of the
Construction Contract (No. I 9 I 0-8) (1990 Edition) of the
Engineers Joint Contract Documents Committee.
1.3.10 Total Project Costs. Total Project Costs means the sum
of the Construction Cost, allowances for contingencies, the
total costs of design professional and related services provided
by ENGINEER and (on the basis of information furnished by
OWNER) allowances for such other items as charges of all
other professionals and consultants, for the cost of land and
rights-of-way, for compensation for or damages to properties,
for interest and financing charges and for other services to be
Page 2 of 15 pages
~
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provided by others to OWNER under paragraphs 4.4, 4.5 and
4.7 through 4.14, inclusive.
SECTION 2--BASIC SERVICES OF ENGINEER
2.1 Study and Report Phase (Conceptual Design)
Upon this Agreement becoming effective, ENGINEER shall:
2. I.] Consult with OWNER to understand OWNER's require-
ments for the Project and review available data.
2.].2 Advise OWNER as to the necessity of OWNER's
providing or obtaining from others data or services of the types
described in paragraph 4.4 which are not part of ENGINEER's
Basic Services, and assist OWNER in obtaining such data and
servIces.
2. 1.3 Identify and analyze requirements of governmental
authorities having jurisdiction to approve the portions of the
Project designed or specified by ENGINEER with whom
consultation is to be undertaken in connection with the Project.
2.].4 Evaluate various alternate solutions available to
OWNER as described in Exhibit A, and, after consultation with
Owner, recommend to OWNER those solutions which in
ENGINEER's judgment best meet OWNER's requirements for
the Project. This phase is further discussed in Exhibit A and is
called the Conceptual Design Phase.
~.].5 Prepare a repart (the "ReJ:lert") whieh v..ill eentain the
statement af O\-\'N[R's requiremel'lts fur the Projeet, aRa, as
appropriate, ...ill eOl,tail\ sehematie la)'euts, sketehes ana
conccptual desig,n eriteria ,yith approJ:lriate exhibits te iRelieate
the considerations in\'el\'ed ana these ultel'Rate selutioRs
fl\'ailable to OWNER .,'hieh DJCH;[[R reeemmeRas. This
Repmt will be aeeempanieel 13)' [NCJ1>J[[R's opinion of Total
Project Costs for eaeh solutien v..hieh is so reeemmenaea fer
the PlOjeet, including the f{)lIewing .,"hieh ...ill be separately
itemized: opinion afprobable Constrtletion Cost, allo.....anees
far contingencies ana fur the estimated teta\ eosts of design
prekssional and related ser. iees pro\'iaeelb) DJCJ1>l[CR aRa,
on the basis af inforlnatien furtlisheel by OWNCR, aile"" anees
[-or other items and ser,,"iees included v..ithiR tfte defiRitieR ef
Tela] Pr6jeet Costs.
~. ].6 fl:lrnish the Repart to ana re,'in'" it ....ith O\YN[R.
'"' .1. '7 Rc..ise the ReJ:lOl' in respanse te ov. 1>J[R's eammeRts,
as appIOpriate, and ftlmish final eopies of the Repol' iR tfte
IHlInber set forth in exhibit A.
:r~ ~ .1.8 ~~bl~lit the Rcpert within the stiptllatca peried indieated
111 [Xhlblt ,..
'"'.1.9 [NCINe[R's seniees tlnaer the Sttlay aRa Repert
Phase v.ill bc eonsidered eemplete at the earlier of (]) the aate
wheR the Report has beeR aeeeptea b) O';\1>JeR er (~) thirty
days after the date when s1:leh Report is acli\'erea te O\\'J>J[R
fur final aeeel3taRee, 1311:1S iR eaeh ease stleh aaditiMal time as ~
may be eensiaerea I easenable for 8btainin~ appraval ef ~,,/
ge ..erRmental autherities fta'.iRg juriselictien t6 reviev.. the 17vV
portioRs of the Prejcet desigRca or speeifiea by DJCJ}JCCR,
if stleh appro';al is t6 be ebtaines s1:lring the SttJay aRa Repari
~
TIle eluties ana responsibilities of[J>JCJ}J[eR a1:lring the St1:la)~',-,uJ~
and RepOl' Phase as set furth iR this paragraph ~. I are amenaecl- tn, /
ana sl:lpplementea as indieatea in Exhibit A.
2.2 Preliminary Design Phase.
After acceptance by OWNER of the Conceptual Design,
selection by OWNER of a recommended solution and indica-
tion 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:
2.2.] On the basis of the report, the recommended solution
selected by OWNER and the specific modifications or changes
in the scope, extent, character or design requirements of the
Project agreed upon by OWNE~ and ENGINEER, prepare
Preliminary Design documents consisting of final design
criteria, preliminary drawings, outline specifications and
written descriptions of the Project.
2.2.2 Advise OWNER if additional reports, data or other
information or services of the types described in paragraph 4.4
are necessary and assist OWNER in obtaining such reports,
data or other information and services.
2.2.3 Based on the information contained in the Preliminary
Design 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 2.] .5.
2.2.4 Furnish the Preliminary Design documents to and review
them with OWNER.
2.2.5 Submit the Preliminary Design documents and revised
opinion.of probable Construction Cost within the stipulated
period indicated in Exhibit A.
2.2.6 ENGINEER's services under the Preliminary Design
Phase will be considered complete at the earlier of (]) the date
when the Preliminary Design documents have been accepted
by OWNER or (30) thirty days after the date when such
Preliminary Design documents are delivered to OWNER for
final acceptance, plus in each case such additional time as may
be considered reasonable for obtaining approval of governmen-
tal authorities having jurisdiction to approve the 'Preliminary
Page 3 of 15 pages
Design documentation, if such approval is to be obtained
during the Preliminary Design Phase.
The duties and responsibilities of ENGINEER during the
Preliminary Design Phase as set forth in this paragraph 2.2 are
amended and supplemented as indicated in Exhibit A.
2.3 Final Design Phase.
After acceptance by OWNER of the Preliminary Design Phase
documents and revised opinion of probable Construction Cost
and indication of any specific modifications or changes in the
scope, extent, character or design requirements of the Project
desired by O\VNER, and upon written authorization from
OWNER, ENGINEER shall:
2.3.] On the basis of the accepted Preliminary Design docu-
ments, the modifications or changes in the scope, extent,
character or design requirements of the Project agreed upon by
OWNER and ENGINEER and the revised opinion of probable
Construction Cost, prepare for incorporation in the Contract
Documents final Drawings showing the scope, extent and
character of the work to be performed and furnished by
Contractor and Specifications (which will be prepared, where
appropriate, in general conformance with the sixteen division
format of the Construction Specifications Institute).
2.3.2 Provide technical criteria, written descriptions and
design data for OWNER's use in filing applications for permits
with or obtaining approvals of such governmental authorities
as have jurisdiction to review or approve the final design of the
Project, and assist OWNER in consultations with appropriate
authorities.
2.3.3 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 2.1.5, as a result of changes in scope, extent or
character or design requirements of the Project.
2.3.4 Prepare for review and approval by OWNER, its legal
counsel and other advisors, contract agreement forms, general
conditions and supplementary conditions, and (where appropri-
ate) bid forms, invitations to bid and instructions to bidders (all
of which will be generally consistent in fonn and substance
with the forms and pertinent guide sheets prepared by the
Engineers Joint Contract Documents Committee), and assist in
the preparation of other related documents.
2.3.5 Furnish the above documents, Drawings and Specifica-
tions to and review them with OWNER.
2.3.6 Submit the above documents, Drawings and Specifica-
tions and a revised opinion of probable Construction Cost
within the stipulated period indicated in Exhibit A.
2.3.7 ENGINEER's services under the Final Design Phase will
be considered complete at the earlier of (I) the date when the
submittals have been accepted by OWNER or (2) thirty days
after the date when such submittals are delivered to OWNER
for final acceptance, plus in each case such additional time as
may be considered reasonable for obtaining approval of
governmental authorities having jurisdiction to approve the
portions of the Project designed or specified by ENGINEER,
if such approval is to be obtained during the Final Design
Phase.
The duties and responsibilities of ENGINEER during the Final
Design Phase as set forth in this paragraph 2.3 are amended
and supplemented as indicated in Exhibit A.
2.4 Bidding or Negotiating Phase.
After acceptance by OWNER of the ENGINEER's Drawings,
Specifications and other Final Design Phase documentation
(including the most recent opinion of probable Construction
Cost), and upon written authorization to proceed, ENGINEER
shall:
2.4.1 Assist OWNER in advertising for and obtaining bids or
negotiating proposals for the contract for construction, materi-
als, equipment and services; and, where applicable, maintain
a record of prospective bidders to whom Bidding Documents
have been issued, attend pre-bid conferences, if any, and
receive and process deposits for Bidding Documents.
2.4.2 Issue Addenda as appropriate to clarify, correct or
change the Bidding Documents.
2.4.3 Consult with OWNER as to the acceptability of subcon-
tractors, suppliers and other persons and entities proposed by
Contractor for those portions of the work as to which such
acceptability is required by the Bidding Documents.
2.4.4 Attend the bid opening, prepare bid tabulation sheets and
assist OWNER in evaluating bids or proposals and in assem-
bling and awarding contracts for construction, materials,
equipment and services.
2.4.5 The Bidding or Negotiating Phase will terminate and the
services to be performed or furnished thereunder will be
. considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective
Contractors (except as may otherwise be required to complete
the services called for in paragraph E7.2.5, if Exhibit E is a
part ofthis Agreement).
The duties and responsibilities of ENGINEER during the
Bidding or Negotiating Phase are set forth in this paragraph 2.4
as amended and supplemented as indicated in Exhibit A.
2.5 Construction Phase
During the Construction Phase:
Page 4 of 15 pages
t
2,5.] General Administration of Construction COn/ract,
ENGINEER shall consult with and advise OWNER and act as
OWNER's representative as provided in the standard General
Conditions. The extent and limitations of the duties, responsi-
bilities and authority of ENGINEER as a~signed in said
Standard General Conditions shall not be modified, except to
the extent provided in Exhibit A and except as ENGINEER
may otherwise agree in writing. All of OWNER's instructions
to Contractor will be issued through ENGINEER who shall
have authority to act on behalf of OWNER in dealings with
Contractor to the extent provided in this Agreement and said
Standard General Conditions except as otherwise provided in
writing.
2.5.2 Visits to Site and Obsen'ation of Construction. In
connection with observations of the work of Contractor while
it is in progress:
2.5.2.1 ENG INEER shall make visits to the site at intervals
appropriate to the various stages of construction as ENGI-
NEER deems necessary in order to observe as an experi-
enced and qualified design professional the progress and
quality of the various aspects of Contractor's work. ffi
ae!e!itien, [NCI?;[[R :Jhall pra';ide the :Jcr';iees of fI
Resident rmjeet Representati;e fit the site to flssist [NCI
?'J[[R find to pre ..ide mere eOIHintletl:J e"sefi'fltiel1:J ef
* suel~ . ..';ork. Tke ftlrniskin1; ef sueh Roie!ent PrEljeet
cf Represent8tive serviee:J will net extend DJCJ}J[[R's
respensibilities or 8t1therity "e)'end the speeific limits :Jet
forth eJ:;e ,..hel e in (hi:J J3f11 fI!;1 flph 2.5. Such visits and
observations by ENGINEER find the RcsidcrH Pmjeet
Rcprcsentflti\'c are not intended to be exhaustive or to
extend to every aspect of the work in progress, or to
involve detailed inspections of the work beyond the
responsibilities specifically assigned to ENGINEER in this
Agreement and the Contract Documents, but rather are to
be limited to spot checking, selective sampling and similar
methods of general observation of the work based on
~ ENGINEER's exercise of professional judgment flS flssisted
~ b) the Resident Projeet Represent8ti';e. Based on infonna-
tion obtained during such visits and such observations,
ENG INEER shall endeavor to determ ine in general if such
work is proceeding in accordance with the Contract Docu-
ments and ENGINEER shall keep OWNER informed of the
progress of the work. The responsibilities of ENGINEER
contained in this paragraph are expressly subject to the
limitations set fOJ1h in paragraph 2.5.2.2 and other express
or general limitations in this Agreement and elsewhere.
1/11.5.2.2 The purpose of ENGINEER's visits to fiRe! repre
I sentatiel!1 by the Re:Jielent Pre,jeet RepreseRtflti..e fit the site
will be to enable ENGINEER to better carry out the duties
and responsibilities assigned to and undertaken by ENGI-
. NEER during the Construction Phase, and, in a.ddition, by
the exercise of ENGINEER's efforts as an experienced and
qualified design professional, to provide for OWNER a
greater degree of confidence that the completed work of
Contractor will conform in general to the Contract Docu-
ments and that the integrity of the design concept of the
completed Project as a functioning whole as indicated in
the Contract Documents has been implemented and pre-
served by Contractor. On the other hand, ENGINEER 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 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 work of Contractor or for any failure of
Contractor to comply with laws, rules, regulations, ordi-
nances, codes or orders applicable to Contractor's furnish-
ing and perfOn1ling the work. Accordingly, ENGINEER
neither guarantees the perfOn1lanCe of any Contractor nor
assumes responsibility for any Contractor's failure to
furnish and perfonn its work in accordance with the
Contract Documents.
2.5.3 Defective Work. During such visits and on the basis of
such observations, ENGINEER shall have authority to disap-
prove of or reject Contractor's work while it is in progress if
ENGINEER 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 completed Project as a functioning whole as
indicated in the Contract Documents.
2.5.4 Clarifications and Interpretations; Field Orders.
ENGINEER shall issue necessary clarifications and interpreta-
tions of the Contract Documents as appropriate to the orderly
completion of the work. Such clarifications and interpretations
will be consistent with the intent of and reasonably inferable
from the Contract Documents. ENGINEER may issue Field
Orders authorizing minor variations from the requirements of
the Contract Documents.
2.5.5 Change Orders and Work Change DireCTives. ENGI-
NEER shall recommend Change Orders and Work Change
Directives to OWNER as appropriate, and shall prepare
Change Orders and Work Change Directives as required.
2.5.6 Shop Drawings. ENGINEER shall review and approve
(or take other appropriate action in respect of) Shop Drawings
and Samples and other data which Contractor is required to
submit, but only for conformance with the infOlmation given
in the Contract.Documents and compatibility with the design
concept of the Completed Project as a functioning whole as
indicated in the Contract Documents. Such reviews and
approvals or other action will not extend to means, methods,
techniques, sequences or procedures of construction or to
safety precautions and programs incident thereto.
2.5.7 Substitutes. ENGINEER shall evaluate and determine
the acceptability of substitute or "or-equal" materials and
Page 5 of 15 pages
equipment proposed by Contractor, but subject to the provi-
sions of paragraph 3.2.2.
2.5.8 Inspections and Tests. ENGINEER may require special
inspections or tests of the work, and shall receive and review
all certificates of inspections, tests and approvals required by
laws, rules, regulations, ordinances, codes, .orders or the
Contract Documents. ENGINEER's review of Such certificates
will be for the purpose of determining that the results certified
indicate compliance with the Contract Documents and will not
constitute an independent evaluation that the content or
procedures of such inspections, tests or approvals comply with
the requirements of the Contract Documents. ENGINEER
shall be entitled to rely on the results of such tests.
2.5.9 Disagreements between OWNER and Contractor.
ENGINEER shall render the initial decisions on all claims of
O\VNER and Contractor 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. In rendering such decisions, ENGINEER shall be fair
. and not show partiality to OWNER or Contractor and shall not
be liable in connection with any decision rendered in good
faith in such capacity.
2.5.] 0 Applicationsfor Payment. Based on ENGINEER's on-
site observations as an experienced and qualified design
professional and on review of Applications for Payment and
the accompanying data and schedules:
2.5.] 0.] ENGINEER shall determine the amounts that
ENGINEER recommends Contractor be paid. Such
recommendations of payment will be in writing and will
constitute ENGINEER's representation to OWNER, based
on such observations and review, that, to the best of the
ENGINEER's knowledge, infonnation and belief, the work
has progressed to the point indicated, the quality of such
work is generally in accordance with the Contract Docu-
ments (subject to an eva]uation of such work as a function-
ing 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), and the conditions precedent to Con-
tractor's being entitled to such payment appear to have
been fulfilled in so far as it is ENGINEER's responsibility
to observe the work. ]n the case of unit price work,
ENGINEER's recommendations of payment will include
final detemlinations of quantities and classifications of such
work (subject to any subsequent adjustments allowed by the
Contract Documents). The responsibilities of ENGINEER
contained in paragraph 2.5.] 0.1 are expressly subject to the
limitations set forth in paragraph 2.5.10.2 and other express
or general limitations in this Agreement and elsewhere.
2.5.] 0.2 By recommending any payment ENGINEER shall
not thereby be deemed to have represented that on-site
observations made by ENGINEER to check the quality or
quantity of Contractor's work as it is perfonned and
furnished have been exhaustive, extended to every aspect
of the work in progress, or involved detailed inspections of
the work beyond the responsibilities specifically assigned
to ENGINEER in this Agreement and the Contract Docu-
ments. Neither ENGINEER's review of Contractor's work
for the purposes of recommending payments nor ENGI-
NEER's recommendation of any payment (including final
payment) will impose on ENGINEER responsibility to
supervise, direct or control such work or for the means,
methods, techniques, sequences or procedures of construc-
tion or safety precautions or programs incident thereto, or
Contractor's compliance with laws, rules, regulations,
ordinances, codes or orders applicable to Contractor's
furnishing and performing the work. It will also not impose
responsibility on ENGINEER to make any examination to
ascertain how or for what purposes Contractor has used the
moneys paid on account of the Contract Price, or to deter-
mine that title to any of the work, materials or equipment
has passed to OWNER free and clear of any liens, 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.
2.5. 11 Contractor's Completion Documents. ENGINEER
shall receive, review and transmit to owner with wrinen
comments maintenance and operating instructions, schedules,
guarantees, Bonds, certificates or other evidence of insurance
required by the Contract Documents, certificates of inspection,
tests and approvals, and marked-up record documents (includ-
ing Shop Drawings, Samples, and other data approved as
provided under paragraph 2.5.6 and marked-up record Draw-
ings) which are to be assembled by Contractor in accordance
with the Contract Documents to obtain final payment.
ENGINEER's review of such documents will only be to
determine generally that their content complies with the
requirements of, and in the case of certificates of inspections,
tests and approvals that the results certified indicate compli-
ance with, the Contract Documents.
2.5.12 Substantial Completion. Following notice from
Contractor that Contractor considers the entire work ready for
its intended use, ENG]NEER and O\VNER, accompanied by
Contractor, shall conduct an inspection to determine if the
work is substantially complete. ]f after considering any
objections of OWNER, ENGINEER considers the work
substantially complete, ENGINEER shall deliver a certificate
of Substantial Completion to OWNER and Contractor.
2.5.13 Final Notice ofAcceptability of the Work. ENGINEER
shall conduct a final inspection to determine if the completed
work of Contractor is acceptable so that ENGINEER may
recommend, in writing, final payment to Contractor. Accom-
panying the recommendation for final payment, ENGINEER
shall also provide a notice in the form attached hereto as
Exhibit D (the "Notice of Acceptability of Work") that the
work is acceptable (subject to the provisions 'of paragraph
Page 6 of 15 pages
2.5.10.2) to the best of ENGINEER's knowledge, information
and belief and based on the extent of the services performed
and furnished by ENGINEER under this Agreement.
2.5.14 Limitation of Responsibilities. ENGINEER shall not be
responsible for the acts or omissions of any Contractor, or of
any subcontractor, any supplier, or of any other person or
organization performing or furnishing any of the work.
ENGINEER shall not be responsible for Contractor's failure to
perform or furnish the work in accordance with the Contract
Documents.
2.5.] 5 Duration of Construction Phase. The Construction
Phase will commence with the execution of the construction
contract for the Project or any part thereof and will tern1inate
upon written recommendation by ENGINEER of final pay-
ment. If the Project involves more than one prime contract as
indicated in paragraph 5.5, Construction Phase services may be
rendered at different times in respect of separate prime
contracts.
The duties and responsibilities of ENGINEER during the
Construction Phase as set forth in this paragraph 2.5 are
amended and supplemented as indicated in Exhibit A.
. 'P 1.6 Opersti6ftsl Phs~e
Duriflg the Operatienal Phase, ENGINEER shall, ,;hen
reql1ested by OWNER:
2.6.] Provide assistanee ifl eeRReetien with the refiRiRg aRd
adjtlstiflg of any e'luipll'lent er system.
2.6.2 :\ssist OWNER in training OWNeR's staff te e]?erate
and maintain the Project.
2.6.~ Assist OWNER in an-eloping, S) stems ana J'll6eedtlres
for [Ontre] of the efleratien aRamaintenance ef and n:eord
keeping fur the Project.
2.6..4 Pret'are s set 6f ret'l'6dtleible reeerd arawings shewing
IeeeI'd il.formatien ,,'hieh [NGIN[[R eensiacrs signifieant
based on tl.e Dra.. iflg3, Shop Dra''1'ings, ana ether record
a5e\:lmel1ts fumishea bj' Cefltraet5r te OJGIN[[R ....hieh were
annotatea b) Centraet5r te sho', all ehaflges Iflaae amiRg
e5nstrtleti5n. OJGIN[[R .'.'ill net be resp8nsible for fiRY
. errors in 51' omission3 in the informatien pro, iaea 6)' Cefltrae
tor that is ineorperated in the reeerd ara',\'ings or other reeerd
aoel1ments.
2.6.5 In eompany with O'},'}JER, vi3it the Prejeet te e6serve
any apJ'lareftt aefeets in the een1pletea work, assi3t O\\'}J[R ift
eon3U ltatiel1s ana di3etl3siens v;ith Centraeter eeneemiRg
eorreeti6n of stleh aefeets, aRa make rceommeRelatieRs a3 to
refllaeement er eorreetioR ef aefeetive II erlc
2.6.6 Previae ll'IisedlBneetls serviees as reql1estea 6) O\J.'}J[R
ift eORfteetiefl '(,'ith Prajcct eleseemt.
2.6.7 The Operatienal PhB3e ma)' eommenee atlriRg the
CeRstfl:letiOfl Phase and 'I'ill termiflate eRe year after tke aate
of StlBstaRtial Cempletion.
The 8tlties aRa rcspoftsibilities ef [NGI~J[[R 8tlriftg the
Operatienal Phase a3 set f-ertk ifl thi3 paragraph 2.6 are
all'leflaed ana supplementea as inelieated in [xl.ibit A.
SECTiON 3--ADDlTIONAL SERVICES OF ENGINEER
3.1 Additional Services Requiring Authorization in
Advance.
If authorized in writing by OWNER, ENGINEER shall furnish
or obtain from others Additional Services ofthe types listed in
paragraph 3.1.] through 3,] .19, inclusive, as amended and
supplemented as indicated in Exhibit A. These services are not
included as part of Basic Services except to the extent other-
wise provided in Exhibit A. These services will be paid for by
OWNER as indicated in Section 6.
3.1.1 Preparation of applications and supporting documents
(in addition to those furnished under Basic Services) for
private or governmental grants, loans or advances in connec-
tion 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.
3.].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.
3.1.3 Services resulting from evaluation by ENGINEER
during the Study and Report Phase at O\VNER's request of
alternative solutions in addition to those specified in Exhibit A.
3.].4 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 financing; and
revising previously accepted studies, rep0l1s, Drawings,
Specifications 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, Drawings, Specifications, or Contract Docu-
ments, or. are due to any other 'causes beyond ENGINEER's
control.
3.].5 Services resulting from facts revealed about conditions:
Page 7 of 15 pages
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3.1.5.1 which are different from information about such
conditions that OWNER previously provided to ENGI-
NEER under paragraph 4.4 and upon which ENGINEER
was entitled to rely; or
3.1.5.2 as to which OWNER had responsibility to provide
information under paragraph 4.4 if such information was
not previously provided.
3.].6 Providing renderings or models for OWNER's use.
3.1.7 Preparing documents for alternate bids requested by
OWNER for Contractor's work which is different from the
Cocneptual Design.
3.].8 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
appraisals; assistance in obtaining financing for the Project;
evaluating processes available for licensing and assisting
OWNER in obtaining process licensing; detailed quantity
surveys of materials, equipment and labor; and audits or
inventories required in connection with construction performed
by OWNER.
3.].9 Furnishing services of ENGINEER's Consultants for
other than Basic Services; and furnishing data or services of
the types described in paragraph 4.4 when OWNER employs
ENGINEER to provide such data or services in lieu offurnish-
ing the same under paragraph 4.4.
3.1.1 0 Services attributable to a variation in the number of
prime contracts from the number specified in Exhibit A for
work designed or specified by ENGINEER.
3.1.11 Services during out-of-town travel required of ENGI-
NEER other than visits to the site or OWNER's office as
required by Section 2.
3.1.12 Preparing for, coordinating with, participating in and
responding to structured independent review processes,
including, but not limited to, Constrtletion Management, Cost
Estimating, Project Peer Review, Vallie Engineering and
Constructability Review requested by OWNER; and perform-
ing or furnishing services required to revise studies, reports,
Drawings, Specifications or Contract Documents as a result of
such review processes.
3.].]: Determining the aeeeptabilit) 6f suestittlte lTlaterials
--:11Jl..( ana eqtlipment pr6ptmd e1tlring the Biadil,g ar NcgotiatiRg
l~ Pha:;e when :;tlestitutien prier te the a.\'ard of eeintraets is
'1" allo\','ed by the 13ideliRg Doetlments.
3.1.14 Assistance in connection with bid protests, rebidding or
renegotiating contracts for construction, materials, equipment
or services, except when such assistance is required to com-
plete services called for in paragraph E7.2.5, if Exhibit E is a
part of this Agreement.
3.1.15 Providing field surveys for design purposes, engineer-
ing surveys and staking to enable Contractor to proceed with
its work, and any type of property surveys or related engineer-
ing services needed for the transfer of interests in real property;
and providing other special field surveys.
3.1.) 6 Preparation of operating, maintenance and staffing
manuals to supplement Basic Services under paragraph 2.6.3.
3.].] 7 Preparing to serve or serving as a consultant or witness
for OWNER in any litigation, arbitration or other legal or
administrative proceeding involving the Project (except for
assistance in consultations which is included as part of Basic
Services under paragraphs 2.1.3 and 2.3.2).
3.1.18 Providing more extensive services required to enable
ENGINEER to issue notices or certifications requested by
OWNER under paragraph 4.] 2.
3.1.19 Other additional services perfonned or furnished by
ENGINEER in connection with the Project, including services
which are to be furnished by OWNER under Section 4, and
services not otherwise provided for in this Agreement.
3.2 Required Additional Services.
When required by the Contract Documents in connection with
the performance or furnishing of ENGINEER's services during
the Construction Phase, ENGINEER shall perform or furnish,
without waiting for specific authorization from OWNER,
Additional Services of the types listed in paragraphs 3.2. I.
through 3.2.6, inclusive. These services are not included as
part of Basic Services except to the extent provided in Exhibit
A. Required Additional Services will be paid for by OWNER
as indicated in Section 6. ENGINEER shall advise OWNER
in writing promptly after starting any such Additional Services.
3.2.1 Services in connection with Work Change Directives and
Change Orders to reflect changes requested by OWNER if,
because of the method of compensation agreed upon by
OWNER and ENGINEER, the resulting change in compensa-
tion for Basic Services is not commensurate with the extent of
the additional services rendered.
3.2.2 Services in making revisions to Drawings and Specifica-
tions occasioned by the acceptance of substitute materials or
equipment other than "or-equal" items; and services after the
award of the construction contract in evaluating and determin-
ing the acceptability of a substitution which is inappropriate for
the Project or an excessive number of substitutions.
3.2.3 Services resulting from significant delays, changes or
price increases occurring as a direct or indirect result of
materials, equipment or energy shortages.
Page 8 of 15 pages
3.2.4 Additional or extended services during construction
made necessary by (l) work damaged by fire or other cause
during construction, (2) a significant amount of defective,
neglected or delayed work of Contractor, (3), acceleration of
the progress schedule involving services Beyond normal
working hours, or (4) default by Contractor.
3.2.5 Services (other than Basic Services during the Opera-
tional Phase) in connection with any partial utilization of any
pmt oftheProject by OWNER prior to its Substantial Comple-
tion.
3.2.6 Evaluating an unreasonable claim or an excessive
number of claims submitted by Contractor or others in connec-
tion with the work.
SECT10N 4--0WNERS RESPONSIBILITiES
Except as otherwise provided in Exhibit A, OWNER shall do
the following in a timely manner so as not to delay the services
of ENGINEER and shall bear all costs incident thereto:
4.] Designate in writing a person to act as OWNER's repre-
sentative with respect to the services to be performed or
furnished by ENGINEER under this Agreement. Such person
will have complete authority to transmit instructions, receive
information, interpret and define OWNER's policies and
decisions with respect to ENGINEER's services for the
Project.
4.2 Provide all criteria and full infon1lation as to OWNER's
requirements for the Project, including design objectives and
constraints, 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.
4.3 Assist ENGINEER by placing at ENG]NEER's disposal
all available information pertinent to the Project including
previous repOlts and any other data relative to design or
construction of the Project.
4.4 Furnish to ENGINEER, as requested by ENGINEER for
performance of Basic Services or as required by the Contract
Documents, the following:
4.4.] data prepared by or services of others, including without
limitation 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;
4.4.2 the services of an independent testing laboratory to
perform all inspections, tests and approvals of samples,
materials and equipment prior to and after installation, or to
evaluate the perfonnance of materials, equipment and facilities
of OWNER, prior to specification, and during construction;
4.4.3 appropriate professional interpretations of all of the
foregoing;
4.4.4 environmental assessments, audits, investigations and
impact statements, and other relevant environmental or cultural
studies as to the Project, the site and adjacent areas;
4.4.5 field sl:In e) s f'8r design ]3tlf\3oses and ]3f8]3f:rt), 68tll~a ..-:vI ~
ar)', easement, fight Elf way, tElpegraphie aRd I:Itilit)' sm" e) s ~':7
aata, ineltlsing relevant refeI enee points; ~
4.4.6 property descriptions;
4.4.7 zoning, deed and other land use restrictions; and
4.4.8 other special data or consultations not covered in Section
2.
OWNER shall be responsible for, and ENGINEER may rely
upon, the accuracy and completeness of all reports, data and
other information furnished pursuant to this paragraph.
ENGINEER may use such repOlts, data and information in
perfonning or furnishing services under this Agreement.
4.5 Provide, as required by the Contract Documents, engineer-
ing surveys and staking to enable Contractor to proceed with
the layout of the work, and other special field surveys.
4.6 Arrange for access to and make all provisions for ENGI-
NEER to enter upon public and private property as required for
ENGINEER to perform services under this Agreement.
4.7 Examine all alternate solutions, studies, repOlts, sketches,
Drawings, Specifications, proposals and other documents
presented by ENGINEER (including obtaining advice of an
attorney, insurance counselor and other consultants as
OWNER deems appropriate with respect to such examination)
and render in writing decisions pertaining thereto.
4.8 Provide approvals and penn its from all governmental
authorities having jurisdiction to approve the portions of the
Project designed or specified by ENGINEER and such approv-
als and consents from others as may be necessary for comple-
tion of such portions of the Project.
4.9 Provide, as may be required for the Project:
4.9.1 accounting, bond and financial advisory, independent
cost estimating and insurance counseling services;
4.9.2 such legal services as OWNER may require or ENGI-
NEER may reasonably request with regard to legal issues
pertaining to the Project, including any that may be raised by
Contractor; and
Page 9 of ] 5 pages
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4.9.3 such auditing services as OWNER may require to
ascertain how or for what purpose Contractor has used the
moneys paid Oil account of the Contract Price,
4.] 0 Provide such inspection or monitoring services by an
individual or entity other than ENGINEER as OWNER may
desire to verify:
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4. J 0.] that Contractor is complying with any law, rule,
regulation, ordinance, code or order applicable to Contractor's
performing and furnishing the work; or
4.] 0.2 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.
ENGINEER does not undertake in this Agreement to perform
the services referred to in 4. I 0.] and 4. I 0.2 above. The
identity of any individual or entity employed to perform such
services and the scope of such services will be disclosed to
ENGINEER.
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4.]] Advise ENGINEER of the identity and scope of services
of any independent consultants employed by OWNER to
perfonn or furnish services in regard to the Project, including,
but not limited to, Construction Management, Cost Estimating,
Project Peer Review, Value Engineering and Constructability
Review. If OWNER designates a person or entity other than,
or in addition to, ENGINEER to represent OWNER at the site,
OWNER shall define and set forth in an exhibit that is to be
mutually agreed upon and attached to and made a part of this
Agreement before such services begin, the duties, responsibili-
ties and limitations of authority of such other party and the
re lation thereof to the duties, responsibi I ities and authority of
ENGINEER.
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4.12 Prior to the commencement of the Construction Phase,
notify ENG INEER of any variations in the language of the
Notice of Acceptability of Work, or of any notice or certifica-
tion other than such Notice that ENGINEER will be requested
to provide to OWNER or third paJ1ies in connection with the
financing or completion of the Project. OWNER and ENGI-
NEER shall reach agreement on the terms of any such re-
quested notice or certification and OWNER shall authorize
such Additional Services as are necessary to enable ENGI-
"NEER to provide the notice or certification requested under
this paragraph.
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4.] 3 If more than one prime contract is to be awarded for
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 fOJ1h the duties, responsibilities and limitations of
authority of such persons or entity and the relation thereof to
the duties, responsibilities and authority of ENGINEER in an
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exhibit that is to be mutually agreed upon and attached to and
made a part of this Agreement before such services begin.
4.] 4 Furnish to ENGINEER data or estimated figures as to
OWNER's anticipated costs for services to be provided by
others for OWNER (such as services pursuant to paragraphs
4.4,4.5 and 4.7 through 4. ]4, inclusive) and other costs of the
types referred to in paragraph 2. 1.5 so that ENGINEER may
make the necessary calculations to develop and periodically
adjust ENGINEER's opinion of Total Project Costs.
4.] 5 Attend the pre-bid conference, bid opening, pre-construc-
tion conferences, construction progress and other job related
meetings and Substantial Completion and final payment
inspections.
4.]6 Give prompt written notice to ENGINEER whenever
OWNER observes or otherwise becomes aware of any devel-
opment that affects the scope or time of performance or
furnishing of ENGINEER's services, or any defect or noncon-
formance in ENGINEER's services or in the work of any
Contractor.
4. I 7 Furnish, or direct ENGINEER to provide, Additional
Services as stipulated in paragraph 3.] of this Agreement or
other services as required.
SECTION 5--TIMES FOR RENDERING SERVICES
5. I ENGINEER's services and compensation under this
Agreem~nt have been agreed to in anticipation of the orderly
and continuous progress of the Project through completion of
the Construction Phase. Unless specific periods of time or
specific dates for providing services are specified in this
Agreement, ENGINEER's obligation to render services
hereunder will extend for a period which may reasonably be
required for the design, award of construction contracts,
construction and initial operation of the Project including extra
work and required extensions thereto.
5.2 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 of time 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.
5.3 If OWNER fails to give prompt written authorization to
proceed with any phase of services after completion of the
immediately preceding phase, or if the Construction Phase has
not commenced within the stipulated period identified in this
Agreement (plus such additional time as may be required to
complete the services called for under paragraph E7.2.5 of
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Exhibit E is a part of this Agreement) after completion of the
Final Design Phase or does not proceed in an orderly and
continuous progression, ENGINEER may, after giving seven
days' written notice to OWNER, suspend services under this
Agreement.
5.4 If ENGINEER's services for design or during construction
of the Project are delayed or suspended in whole or in part by
OWNER:
5.4.1 for more than three months through no fault of ENGI-
NEER, ENGINEER shall be entitled to equitable adjustment of
rates and amounts of compensation provided elsewhere in this
Agreement to reflect among other things, reasonable costs
incurred by ENGINEER in connection with such delay or
suspension and reactivation and the fact that the time for
performance under this Agreement has been revised; or
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5.4.2 for more than one year through no fault of ENGINEER,
or if ENGINEER for any reason is required to render Construc-
tion Phase services more than one year after Substantial
Completion is achieved, the rates and amounts of compensa-
tion provided for elsewhere in this Agreement will be subject
to equitable adjuSn1lent to reflect, among other things, changes
in the various elements that comprise such rates of compensa-
tion.
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5.5 In the event that the work designed or specified by
ENGINEER is to be performed or furnished under more than
one prime contract, or if ENGINEER's services are to be
separately sequenced with the work of one or more prime
contractors (such as in the case offast-tracking), OWNER and
ENGINEER shall, prior to commencement of the Final Design
Phase, develop a schedule for performance of ENGINEER's
services during the final Design, Bidding or Negotiating and
Construction Phases in order to sequence and coordinate
properly such services as are applicable to the work under such
separate prime contracts. This schedule is to be prepared and
included in Exhibit A whether or not the work under such
contracts is to proceed concurrently.
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SECTION 6--PA YMENTS TO ENGINEER FOR SERVICES
AND REIMBURSABLE EXPENSES
6.1 Methods of Payment for Services and Expenses of
ENGINEER
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6.].] For Basic Services. OWNER shall pay ENGINEER for
Basic Services performed or furnished under Section 2 on the
basis set fOJ1h in Exhibit B.
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6.].2 For Additional Services. OWNER shall pay ENGI-
NEER for Additional Services performed or funiished under
Section 3 on the basis set forth in Exhibit B.
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6.1.3 For Reimbursable Expenses. In addition to payments
provided for in paragraphs 6. ] .] and 6. ] .2, O\VNER shall pay
ENG]NEER for Reimbursable Expenses incurred by ENGI-
NEER and ENGINEER's Consultants as set fOJ1h in Exhibit B.
The amount payable for Reimbursable Expenses will include
a factor to the extent so indicated in Exhibit B.
6.2 Other Provisions Concerning Payments.
6.2.1 Preparation of Invoices. Invoices for Basic and Addi-
tional Services and Reimbursable Expenses will be prepared in
accordance with ENGINEER's standard invoicing practices
and will be submitted to OWNER by ENGINEER at least
monthly. The amount billed for Basic Services and Additional
Services in each invoice will be calculated on the basis set
forth in Exhibit B. Invoices are due and payable on receipt.
6.2.2 Unpaid Invoices. If OWNER fails to make any payment
due ENGINEER for services and expenses within thirty days
after receipt of ENGINEER's invoice therefor, the amounts
due ENGINEER will be increased at the rate of ] .0% per
month (or the maximum rate of interest permitted by law, if
less) from said thirtieth day; and, 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
charges. Payment will be credited first to interest and then to
principal. In the event of a disputed or contested billing, only
that portion so contested may be withheld from payment, and
the undisputed portion will be paid.
6.2.3 Payments Upon Termination.
6.2.3.] Termination by OWNERfor Cause. In the event of
termination by OWNER for cause under paragraph 8.].1:
6.2.3.1.] Upon the completion of any phase of Basic
Services, progress payments due ENGINEER in
accordance with this Agreement for all such services
performed or furnished by ENGINEER and ENGI-
NEER's Consultants through the completion of such
phase will constitute total payment for such services.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses.
6.2.3.1.2 During any phase of the Basic Services,
ENGINEER also will be paid for such services per-
fonned or furnished in accordance with this Agreement
by ENGINEER during that phase through the date of
ternlination on the basis specified in Exhibit B. ENGI-
NEER also will be paid for the charges of ENGI-
NEER1s Consultants employed to perform or furnish
Basic Services to the extent such services have been
perfonned or furnished in accordance with this Agree-
ment through the effective date of the termination.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses.
Page ] 1 of] 5 pages
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6.2.3.2 Termination by OWNERfor Convenience. In the
event of termination by OWNER under paragraph 8.] .2.:
6.2.3.2. I Upon the completion of any phase of Basic
Services, progress payments due ENGINEER in
accordance with this Agreement for all such services
performed or furnished by ENGINEER and ENGI-
NEER's Consultants through the completion of such
phase will constitute total payment for such services.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses, and for
termination expenses under subparagraph 6.2.3.2.3
below.
6.2.3.2.2 During any phase of Basic Services, ENGI-
NEER also will be paid for such services performed or
furnished by ENGINEER during that phase through the
date oftennination on the basis specified in Exhibit B.
In addition, ENGINEER will be paid for the charges of
ENGINEER's Consultants employed to perform or
furnish Basic Services through the effective date of the
termination. ENGINEER also will be paid for all
unpaid Additional Services and unpaid Reimbursable
Expenses, and for tennination expenses under subpara-
graph 6.2.3.2.3 below.
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6.2.3.2.3 In the event oftennination by OWNER for
convenience during or at completion of any phase of
Basic Services, O\VNER shall pay ENGINEER's
reasonable expenses directly attributable to tennination
in accordance with rates applicable to the various
categories of Additional Services measured from the
date oftem;ination, including other fair and reasonable
sums for overhead and profit, and costs of terminating
contracts with ENGINEER's Consultants.
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6.2.3.3 Termination By ENGINEER for Cause. In the
event of termination by ENGINEER for cause under
paragraph 8.\.\. ENGINEER shall be entitled to receive
compensation calculated as set forth in paragraph 6.2.3.2.
6.2.4 Records of ENGINEER's Costs. Records of ENGI-
NEER's costs pertinent to ENGINEER's compensation under
this Agreement will be kept in accordance with generally
accepted accounting practices. Copies will be made available
to OWNER at cost on.request prior to final payment for
ENGINEER's services.
SECTION 7--0PINIONS OF COST
7.1
Opinions of Probable Construction Cost.
ENGINEER's opinions of probable Construction Cost pro-
vided 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 engi-
neer generally familiar with the construction industry. How-
ever, 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 Construc-
tion 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 paragraph
4.9.1.
7.2 Designing to Construction Cost Limit
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 E, "Construction Cost
Limit," to this Agreement.
7.3 Opinions of Total Project Costs.
ENGINEER assumes no responsibility for the accuracy of
opinions of Total Project Costs provided for in Section 2.
SECTiON 8--GENERAL CONSIDERA TIONS
8.1 Termination
The obligation to provide further services under this Agree-
ment may be ternlinated:
8.].] Fur cause,
8.] .1.1 by either patty upon thilty days' written notice in
the event of substantial failure by the other party to perform
in accordance with the tenTIS hereof through no fau It of the
terminating patty. Notwithstanding the foregoing, this
Agreement will not tel111inate as a result of such substantial
failure if the parry receiving such notice begins, within
seven days of receipt of such notice, to correct its failure to
perform and proceeds diligently to cure such failure within
no more than thirty days of receipt thereof; provided,
however, that if and to the extent such substantial failure
cannot be reasonably cured within such thirty-day period,
and if such party has diligently attempted to cure the same
and thereafter continues diligently to cure same, then the
cure period provided from herein shall extend up to, but in
no case more than, sixty days after the date of receipt of the
notice.
8.1.1.2 by ENGINEER:
8. I. I .2. I upon seven days' written notice if ENGI-
NEER believes that ENGINEER is being requested by
OWNER to furnish or perform services contrary to
ENG]NEER's responsibilities as a licensed design
professional; or
Page 12 of 15 pages
8.3.1 ENGINEER shall procure and maintain insurance asset
forth in Exhibit F, "Insurance," for protection from claims
under workers compensation acts, claims for damages because
of bodily injury including personal injury, sickness or disease
or death of any and all employees or of any person other than
such employees, and from claims or damages because of
injury to or destruction of property including loss of use
resulting therefrom. ENCINEER shall list OWNER as aH
~=flal illstll'ca ell ENCD'JEER's genefalliaeilir)' iHsl:lyanee
~ g.J.~ OWNER ,hall 1;'( ENGIlIEER and ENGINEER',
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Page 13 of ] 5 pages
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8.].] .2.2 upon seven days' wriuen notice if the
ENGINEER's services for design or during the con-
struction of the Project are delayed or suspended for
more than ninety days for reasons Beyond ENGI-
NEER's control.
8. I. 1.2.3 In the case of termination under this para-
graph 8.].] .2, ENGINEER shall have no liability to
OWNER on account of such tennination.
8.].2 For convenience, by OWNER effective upon the receipt
of notice by ENGINEER.
8.2 Reuse of Documents.
All documents including Drawings and Specifications provided
or furnished by ENGINEER (or ENGINEER's Consultants)
pursuant to this Agreement are instruments of service in
respect of the Project, and ENGINEER and ENGINEER's
Consultants, as appropriate, shall retain an ownership and
property interest therein (including the right of reuse by and at
the discretion of ENGINEER and ENGINEER's Consultants,
as appropriate) whether or not the Project is completed.
OWNER may make and retain copies for information and
reference in connection with the use and occupancy of the
Project by OW"NER and others; however, 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 without written verification or adaptation by
ENGINEER and ENGINEER's Consultants, 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, and O'.'.'NER shall inclemftify and
f~:l 1:llll~~:i~ll;'}'J~~~~~~ :~e~~~~}J;~~~:~e;~::~::lt~
attell1e) s' fees arising etlt ef or restlltin!; thereffCllfl. Any such
verification or adaptation will entitle ENGINEER to further
compensation at rates to be agreed upon by OWNER and
ENGINEER.
8.3 Insurance.
"
al'plieaele te the Prejeet. OW~J[R shall reC)tlire CeI.tfaet8f t8
pUfeHase aHa H.aiHtaifl geHelalliaeilit) aHa etl.el iflStlfaHee as
speeifiea ift the Cefttrset DeetlmelHS aft6 te list ENC I}JEER
aHa ENCINEER's C8HStlltaHts as. a66itieHal iHsl:IfeaS with
respeet t8 sl:leh1iabilit), pY8pel1)' aHa ether in3tlraHee ptly
eHased aHa n'laiHtaiftea b) Centraetef. :.11 pelieies of property
iHStlfaftee shall eentain pfa','isiel13 ta the effcet that ENCI ~
}'JEER's aHa ENCD'JEER's COflStlltants' iftterests are ee',erea .:1...d1;)
6na that in the e. eHt of payment of aft) less aY damage the T' --
iHstlyef3 will have I.a ri6hts elf feeel\'ef)' a!;sinst ar.y elf the
iHstlfea elf aaaitieHflI iHstlfeaS tl'lefel:lHacr.
8.3.3 At any time OWNER may request that ENGINEER, at
OWNER's sole expense, provide additional insurance cover-
age, different limits or revised deductibles in excess of those
specified in Exhibit F. If so requested by OWNER, and if
commercially available, ENGINEER shall obtain and shall
require ENGINEER's Consultants to obtain such additional
insurance coverage, different limits Of revised deductibles, for
such periods of time as requested by OWNER, at OWNER's
sole expense, and Exhibit F will be supplemented to incorpo-
rate these requirements.
8.4 Controlling Law.
This Agreement is to be governed by the law of the principal
place of business of ENGINEER.
8.5 Successors and Assigns.
8.5.] 0\\ "NER 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 8.5.2 the assigns of OWNER and
ENGINEER) are hereby bound to the other party of this
Agreement and to the partners, successors, executors, adminis-
trators and legal representatives (and said assigns) of such
other party, in respect of all covenants, agreements and
ob]igations of this Agreement.
8.5.2 Neither OWNER nor ENGINEER may assign, sublet or
transfer any rights under or interest (including, but without
limitation, moneys that may become due or moneys that are
due) in this Agreement without the written consent of the
other, except to the extent that any assignment, subletting or
transfer is mandated by law or the effect of this limitation may
be restricted by law. Unless specifically stated to the contrary
in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibil-
ity under this Agreement.
8.5.3 Unless expressly provided otherwise in this Agreement:
8.5.3. I Nothing in this Agreement shall be construed to
create, impose or give rise to any duty owed by ENGI-
NEER to any Contractor, Subcontfactor, Supplier, other
person or entity, or to any surety for or employee of any of
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them, or give any rights in or benefits under this Agreement
to anyone other than OWNER and ENGINEER.
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8.5.3.2 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 shall appear in the Contract
Documents.
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8.6 Dispute Res8luti8ft.
Ifana to the extent that OWNCR anEl CNCl}JCCR have agree a
on a methoel aH~ l'lrOee8ure fer resolving elisputes betweefl
them arising out af er relating ta this ,\greement, sl:leh elisl'll:lte
f eseh:1tiofl metha6 aHdl'lreeeal:lre, ifan), is set farth ifl Cxh ibit
C, "Disptlte Resoll:ltian." O\\'NCR ElfId CNCl}JCCR agree to
. negotiate ifl gooel faith fur al'leriaelefthirty days from the elate
of B6tiee ofall disputes eet.'..eeH them prior to exereisiHg their
rights l:Iflaer Cxhibit Car ather pl'o...isieI13 of this Agreemeflt,
or unaer the lay;.
8.7 Allocation of Risks--Indemnification.
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8.7.1 To the fullest extent permitted by law, ENGINEER shall
indemnify and hold harmless OWNER, OWNER's officers,
directors, partners, employees and agents from and against any
and all claims, costs, losses and damages (including but not
limited to all fees and charges of engineers, architects, attor-
neys and other professionals and all court or arbitration or
other dispute resolutions costs) caused solely by the negligent
acts or omissions of ENGINEER or ENGINEER's officers,
directors, partners, employees, agents and ENGINEER's
Consultants in the performance and furnishing of ENGI-
NEER's services under this Agreement. The indemnification
provision of the preceding sentence is subject to and limited by
the provisions agreed to by OWNER and ENGINEER in
Exhibit H, "Allocation of Risks," if any.
8.i.~ Te the ftillest extent permitted by la....., O\'lNCR sRall
ifldelT1t1if) fine! t1eld l.fiflflleS3 DJGINCCR, CNGINCCR'S
offieers, eireetell s, pfil1ners, empla )'ees afla figen~s and
D~CIl>JCCR's CanSl:lltaflts fram afla against any afla all elaifBs,
t c,,,,, 10"" .n. .....g" (;nel";'g but ,ot Hm;". t..1I fm
P,] and dUlrges of engineel s, arehiteets, attarneys afla otker
:r professionals and all court ar al bitration or other elisj3t1te
resoltltiofl eosts) eatlsea solei) by the negligeflt aets 61 omis
r sions af OWNCR al' O\\'NCR's affieen, direetars, partflen,
.
employees, agents and O\'.'}JER's eal1Sl:Iltants v;itk resj3eet to
t1.is ,\greell'lent ar the Prajeet.
8.7.3 In addition ta the indenmity flf6videel t1flaer paragraph
f 8.7. "l of this !.greement, and ta the ftlllest e.<tent j3eflflitted bj'
!f f la\\', O\\,}~CR shall indenmify and hold hfirIflless DJGINCCR
. and its eff1eers, direeters, partflers, efl1ployees, afl8'ageflts afld
~ [;-~CrNCCR's Constlltants iram afld agaiflst all e1aims, eests,
. jesses, fine e1a111ages (inell:ldiflg bl:lt net limited to fill fees afld
eharges af eflgifleers, arekiteets, attarHeys and atker J3refes
siaflflls afldall e61:111 61' arbitratiaH al 6ther aisJ3l:1te resoluti6fl
eosts) eatlsea by, arisiflg Otlt of Of relatiHg to the J3feseflee, A'I~
=~' ::s :: ~'Z;';~~::t::;.~~~~:.':::::Jr:)
ff6111 tke ~rOjeet site. Y$Y'"
8.8 Notices.
Any notice required under this Agreement will be in writing,
addressed to the appropriate party at the address which appears
on the signature page to this Agreement (as modified in writing
from time to time by such party) and given personally, by
registered or certified mail, return receipt requested, by
facsimile, or' by a nationally recognized overnight courier
service. All notices shall be effective upon the date of receipt.
8.9 Survival.
All express representations, indemnifications or limitations of
liability made in or given in this Agreement will survive the
completion of all services of ENGINEER under this Agree-
ment or the tennination of this Agreement for any reason.
8.10 Severa bility.
Any provision or part of the agreement held to be void or
unenforceable under any law or regulation 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 provision.
SECTION 9--EXHIBITS AND SPECIAL PROVISIONS
9.1 This Agreement is subject to the provisions of the follow-
ing Exhibits which are attached to and made a part of the
Agreement:
9.].] Exhibit A, "Further Description of Basic Engineering
Services and Related Matters," consisting of...L. pages.
9.1.2 Exhibit B, "Payments to Engineer for Services and
Reimbursable Expenses," consisting of -L Pages.
. 9. 1.3 Exhibit E, "Construction Cost Limit," consisting of .l.
Pages.
9.].4 Exhibit F, "Insurance," consisting of.l. Pages.
9.2 This Agreement (consisting of pages 1 to -.12, inclusive
and the Exhibits identified above) constitutes the entire
agreement between OWNER and ENGINEER and supersedes
all prior written or oral understandings. This Agreement may
Page ] 4 of ] 5 pages
only be amended, supplemented, modified or canceled by a
duly executed written instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.
OWNER:
Address for giving notices:
Municipal Building
Augusta. Georgia 30911
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ENGINEER:
Title: President
Address for giving notices:
452 Ellis Street
Post Office Box 2546
Augusta. Georgia 30903
Page 15 of 15 pages
This is EXHIBIT A, consisting of...L pages, referred to
in the. agreement between O\VNE~d ENGINEER
for Professional Services, dated / j? , ] 921-
Initial:.~
OWNER . ,
ENGINE R
Further Description of Basic Engineering Services and Related Matters
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Sections 2,3,4 and 5 of the Agreement are amended and supplemented and the time periods for the performance of the Basic
Services as indicated in Section 5 of the Agreement are established, all as indicated below:
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A2.0 General
The Basic Services are premised on the following general
scope of professional services:
The work will begin with making a design base map by
enlarging the scale of the existing planimetric and topographic
map furnished by you. Base maps will be prepared in both
digital and hard copy format for use in the subsequent design
phases.
Upon completion of the base map, the conceptual design
phase will be commenced, to include the design work to
approximately the fifteen percent complete stage. Concepts
and layouts will be developed in consultation with you.
Budget cost estimates will be prepared. Initial plans requiring
approvals or permits of other agencies, such as the Corps of
Engineers, will be shared early, so that their comments can be
taken into account.
Upon completion of the conceptual plan, the preliminary
design phase will be undertaken to include the design work to
approximately the thirty-five percent complete stage. Concepts
and layouts will be refined and further worked out with your
advice and input. Preliminary cost estimates will be made.
Environmental documentation, if needed, will be prepared and
preliminary drawings submitted to the Corps or any other
agency. The existing dams will be visually inspected, obvious
deficiencies identified, and a detemlination made as to whether
major or minor remedial measures are indicated. FUJ1her
design studies beyond the scope of this proposal, including
subsurface borings and geotechnical investigations, may be
necessary.
The final design phase will begin upon your approval of the
preliminary plans. The work will include incorporating
comments received on the preliminary submittal; developing
details, plans, sections, and elevations; preparing specifications
and contract documents; fumishing a cost estimate and a
schedule for bidding; submitting these documents for approval
by the City-County; and incorporating any review comments
received.
The bidding phase will follow the receipt of approvals of
the final design documents. The work will generally consist of
assisting your department with obtaining competitive bids for
the construction work, reviewing the bids, and recommending
an award.
Construction phase engineering services will consist of
periodic site visits to observe the progress and general quality
of the work as it progresses; reviewing shop drawings; prepar-
ing any change orders required; reviewing contractor's monthly
applications for partial payment; and making a pre-final and a
final site visit to detennine whether or not the work has been
completed in substantial confonnity with the plans and
specifications. Site visits will generally be at varying intervals
no less frequently than weekly, or when called upon to observe
a particular area. While more intense on-site observation
services are beyond the scope of this proposal, we have the
capability for furnishing more frequent observation or resident
project representation, if those services shou Id be desired.
Any observation services will be for the purpose of moni-
toring compliance with the plans, specifications and contract
documents, and will not in any manner be a guarantee of the
schedule, materials, appliances, or methods of the contractor,
nor for the safety of the job.
FINAL PRODUCTS
Oeliverables under this proposal will generally consist of
ten sets of detailed construction plans, technical specifications,
contract documents, and cost estimates. Additional copies will
be available at the cost of reproduction. One plan drawing set
will be furnished mounted and colored for presentation
purposes. Additional items might include illustrative material,
catalog cuts or actual samples of specified materials or fixtures.
Drawings will be prepared in ink on Mylar film at suitable
scales, using matched sheets where necessary. Drawings can
also be finished in digital format in Intergraph MicroStation or
AutoCAD Release ] 3 format, if desired, at no additional cost.
In the case of difference between the drawings and the elec-
tronically produced images, the hard copy tracings will govern.
Page 1 of -L pages
(Exhibit A--Basic Services and Related Matters)
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Payments to ENGINEER for Services and Reimbursable Expenses
This is EXHIBIT B, consisting of...1.... pages, referred to
in the Agreement between OWNER~ ENGINEER
for Professional Services, dated :if', ] 921--
Initial:~
OWNER ....
ENGINE ~
Section 6 of the Agreement is amended and supplemented to include the following agreement of the paJ1ies:
Lump Sum Method of Payment
(With additional payments on a Salary Costs basis for
Resident Project Representative and Operational Phase Services
and additional payments for Reimbursable Expenses)
B6.1 Methods of Payment for Services and Expenses of
ENGINEER.
B6.1.] For Basic Services. OWNER shall pay ENGINEER for
Basic Services as follows:
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F!B6.1.1.1 General. A lump sum fee of $273,900.00 for all
services of ENGINEER (except for services of ENGI-
NEER's Resident Project Representative performed or
furnished under paragraph 2.5.2.] and Operational Phase
services performed or furnished under paragraph 2.6)
including services of ENGINEER's Consultants. See
paragraph B6.3 for breakdown.
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B6.].].2 Resident Project Represe11lative Services. For
services of ENGINEER's Resident Project Representative
perfonlled or furnished under paragraph 2.5.2.1, an amount
equal to ENGINEER's Salary Costs time a factor of 2.] 5
for services performed or furnished by principals and
employees engaged directly in resident Project Representa-
tion.
B6.1.1.3 Operation Phase Services. For Operation Phase
Services perfornled or furnished under paragraph 2.6, an
amount equal to the ENGINEER's Salary Costs times a
factor of 2.15 for services performed or furnished by
principals and employees engaged directly on the Project.
B6.1.2 For Additional Services OWNER shall pay ENGINEER
for Additional Services as follows:
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B6.1.2.1 General. For services of ENGINEER's principals
and employees engaged directly on the Project performed
or furn ished pursuant to paragraph 3.1 or 3 .2 (except
services as a consultant or witness under paragraph
3.1.1.17), an amount equal to ENGINEER's Salary Costs
times a factor of2.] 5.
B6.] .2.2 ENGINEER's Consultants. For services of
ENGINEER's Consultants perfonlled or furnished pursuant
to paragraph 3.] or 3.2, the amount billed to ENGINEER
therefor times a factor 1.15.
B6.1.2.3 This section has been intentionally omitted.
B6.1.2.4 It is anticipated that the contract for construction
will be let in one (I) prime contract.
B6.1.2.5 Serving as a Witness. For services performed by
ENGINEER's principals and employees as consultants or
witnesses in any litigation, arbitration or other legal or
adm in istrative proceeding under paragraph 2.1.] 7, at the
rate of $1.200.00 per day or flny portion thereef (but/tJ
compensation for time spent in preparing to appear in any
such litigation, arbitration or proceeding will be on the
basis provided in paragraph B6.] .2.2.
B6.1.3 For Reimbursable Expenses. OWNER shall pay
ENG]NEER for Reimbursable Expenses such as:
Out of town travel. if anv.
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The amount payable to ENGINEER for Reimbursable Ex-
penses will be the charge actually incurred or the imputed cost
allocated by ENGINEER therefor times a factor of LU.
B6.1.4. SaIGlJ! Costs. Salary Costs means salaried and wages
(basic, premium and incentive) paid to personnel plus the cost
of customary and statutory benefits including, but not limited
to, social security contributions, unemployment, excise and
Page 1 of .....L pages
(Exhibit B--Lump Sum Method)
payroll taxes, worker's compensation, health and retirement
benefits, bonuses, sick leave, vacation and. holiday pay
applicable thereto.
The principals of ENGINEER and the imputed current hourly
Salary Costs of such principals are as followsj
Imputed Hourly
Principal (name and title) Salarv Costs
As substantiated bv payroll records $
$
$
$
86.].5 Adjustment of Sa/my Costs. The Salary Costs and the
factor applied to Salary Costs in determining compensation
payable to ENGINEER will be adjusted annually and equitably
to reflect changes in the various elements that comprise such
Salary Costs and factor. All such adjustments will be in
accordance with generally accepted accounting practices as
applied on a consistent basis by ENGINEER and consistent
with ENGINEER's overall compensation practices and
procedures.
B6.2 Other Provisions Concerning Payments.
86.2.] Preparation of Invoices. The portion of the amount
billed for ENGINEER's services which is on account of the
Lump sum will be based upon ENGINEER's estimate of the
proportion Of th~ total services actually completed at the time
of billing. The portion related to services rendered on a Salary
Costs basis will be billed based on the Salary Costs (multiplied
by a factor, if any, as stated above) incurred at the time of
billing.
86.2.3 Payments Upon Termination.
86.2.3.4 In the event oftennination during any phase of the
8asic Services, ENGINEER will be paid for services
performed or furnished in accordance with this Agreement
during that phase on the basis of ENGINEER's Salary
Costs times a factor of 2. I 5 for services performed or
furnished during that phase to date of termination by
ENGINEER's principals and employees engaged directly
on the Project.
86.3 See page 3.
(The remainder of this page was left blank intentionally.)
Page 2 of -L pages
(Exhibit B--Lump Sum Method)
B6.3 Breakdown of Lump Sum
B6.2.1 The following is a breakdown of the lump sum fee given in paragraph B6.1.1.1:
Phase Percentage Fee
Conceptual Design ]5% $ 41,085.00
Preliminary Design 20% $ 54,780.00
Final Design 40% $ 109,560.00
Bidding/Negotiation 5% $ ] 3,695.00
Construction 20% $ 54,780.00
TOTAL ]00% $ 273,900.00
B6.4 Time of Completion
The design and bidding phases will be completed according to the following estimated schedule, exclusive of times required
for review of the work at various stages:
Phase
Base Map Preparation
Conceptual Design
Preliminary Design
Final Design
Subtotal, Design Phase
Estimated Time
15 days
45 days
60 days
60 davs
1 80 days
Bidding and A ward Phase
45 days
Page 3 of ....L pages
(Exhibit B--Lump Sum Method)
This is EXHIBIT E, consisting of -----L- pages, referred to in and
part of the Agreement between OW~ and ENGINEER for
Professional Services dated . If , /191.
Initia~:
OWNER
ENGINE
Construction Cost Limit
Paragraph 7.2 of the Agreement is amended and supplemented to include the following agreement of the parties:
E7.2 Designing to Construction Cost Limit
A. A Construction Cost limit in the amount of Five million, five hundred thousand Dollars ($5,500,000.00) is hereby
agreed to.
B. A bidding or negotiating contingency of -L- percent will be added to any Construction Cost limit established.
C.The acceptance by OWNER at any time during Basic Services ofa revised opinion of probable Construction Cost
in excess of the then established Construction Cost limit will constitute a corresponding increase in the Construction Cost limit.
D. ENGINEER will be pennitted to determine what types of materials, equipment and component systems, and the
types and quality thereof are to be included in the Drawings and Specifications and to make reasonable adjustments in the scope,
extent, and character of the Project to the extent consistent with the Project requirements and sound engineering practices to bring
the project within the Construction Cost limit.
E. If the Bidding or Negotiating Phase has not commenced within three months after completion of the Final Design
Phase, or if industry-wide prices are changed because of unusual or unanticipated events affecting the general level of prices or
times of deliveryin the construction industry, the established Construction Cost limit will not be binding on ENGINEER, and
OWNER shall consent to an adjustment in such Construction Cost limit commensurate with any applicable change in the general
level of prices in the construction industry between the date of completion of the Final Design Phase and the date on which
proposals or Bids are sought.
F. If the lowest bona fide proposal or Bid exceeds the established Construction Cost limit, OWNER shall (I) give
written approval to increase such Construction Cost limit, or (2) authorize negotiating or rebidding the Project within a reasonable
time, or (3) cooperate in revising the Project's scope, extent, or character to the extent consistent with the Project's requirements
and with sound engineering practices. In the case of (3), ENGINEER shall modify the Contract Documents as necessary to bring
the Construction Cost within the Construction Cost Limit. In lieu of other compensation for services in making such modifications,
OWNER shall pay ENGINEER's cost of such services, including the costs of the services of ENGINEER's Consultants, all
overhead expenses reasonably related thereto, and Reimbursable Expenses, but without profit to ENGINEER on account of such
services. The providing of such services will be the limit of ENGINEER's responsibility in this regard and, having done so,
ENGINEER shall be entitled to payment for services and expenses in accordance with this Agreement and will not otherwise be
liable for damages attributable to the lowest bona fide proposal or bid exceeding the established Construction Cost limit.
Page ] of -L Pages
(Exhibit E--Construction Cost Limit)
Insurance
This is EXHIBIT F, consisting of ----L- pages, referred to in and
part of the Agreement between OW~R and ENGINEER for
Professional Services dated I R , j(}f'7 .
Initial:~
OWNER
ENGIN~R ~
Paragraph 8.3 of the Agreement is amended and supplemented to include the following agreement of the parties.
F8.3 Insurance
A. The limits of liability forthe insurance required by paragraph 6.05.A and 6.05.B of the Agreement are as follows:
I.
By ENG INEER:
a. Workers' Compensation:
Statutory
b.
Employer's Liability --
]) Each Accident:
2) Disease, Policy Limit:
3) Disease, Each Employee:
$ 100,000
$ 500,000
$ ] 00,000
c.
General Liability--
]) Each occurrence (Bodily Injury and property Damage):
2) General Aggregate
$ 500,000
$] ,000,000
d.
Excess or Umbrella Liability--
I) Each Occurrence:
2) General Aggregate:
$1,000,000
$] ,000,000
e.
Automobile Liability--
I) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident
$ 500,000
f.
Other (specify): Professional Liability
$1,000,000
2. By OWNER: Self-Insured.
Page I of...L Pages
(Exhibit F--Insurance)