HomeMy WebLinkAboutCranston,Robertsonand Whitehurst P.C.
Augusta Richmond GA
DOCUMENT NAME: C. e A /II 9.1'0'" I ~ D 13 el>.. &0'" ~ \0"' 1; E. t-l u ~ s -r ~.0 ·
DOCUMENT TYPE: A':J ReE:(f) e.0\) \"
YEAR: 1 qq~
BOX NUMBER: (p
FILE NUMBER: \ Y D <64-
NUMBER OF PAGES:
d~
This document has important legal consequences;.consultation with an attorney i encouraged with respect to its use,
completion or modification. This document should be adapted to the particular circumstances of the contemplated
Project and the appl icable laws of the jurisdiction in which the rofessional services for the Project are to be performed.
ST ANDARD FORM OF AGREEMENT
BETWEEN
.OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of
I1t-"-' () I4-R'r'
?,,\
,19 '1,
between
Augusta-Richmond Countv
("OWNER") and
Cranston, Robertson & Whitehurst, P.C.
('ENGINEER").
OWNER intends to develop plans and solicit bids for the construction of Rae's Creek III Improvements. ( "Project").
OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the performance of
furnishing of pr:ofessional 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 fOl1h in Exhibit A, "Further 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 written.
Page 1 of 15 pages
SECTION I--GENERAL
1.1 Standard of Care.
ENGINEER shaIl 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 profes:;ional 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
requ ired to employ any ENGINEER's Consu ltant unacceptable
to ENGINEER.
The standard of care for all professional engineering and
related services P!~rformed or furnished by ENGINEER under
this Agreement will be the care and skill ordinarily used by
members of ENGINEER's profession practicing under similar
conditions at the same time and in the same locality. ENGI-
NEER makes no warranties, express or implied, under this
Agreement or otherwise, in connection with ENGINEER's
services.
1.2 Coordililation 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 terms which have an initial
capital letter in th is Agreement and are defined in the standard
General Conditio:ns 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.
1.3 Definitiilns.
Wherever used in this Agreement the following terms have the
meanings indicated which are applicable to both the singular
and plural thereof:
1.3.] AdditioncJ,r Services. Additional Services means'the
services to be P\~rformed for or furnished to OWNER by
ENGINEER dessribed in Section 3 of this Agreement.
1.3.2 Agreemen!. Agreement means this Standard Form of
Agreement betwl~en OWNER and ENGINEER for Profes-
sional Services including those exhibits listed in Section 9 of
this Agreement.
1.3.3 Basic Services. Basic Services means the services to be
performed for or furnished to OWNER by ENGINEER
described in Sectjion 2 of this Agreement.
1.3.4 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 OWN ER' 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 performed or furn ished 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-
NEER's independent professional associate or consultant
engaged directly on the Project.
1.3.7 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 ENG INEER as indicated
in Exhibit B, "Payments to Engineer for Services and Reim-
bursable Expenses" ("Exhibit B").
1.3.8 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 I 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. 191 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
provided by others to OWNER under paragraphs 4.4, 4.5 and
4.7 through 4.14, inclusive.
Page 2 of 15 pages
SECTION 2--BASIC SERVICES OF ENGINEER
2.1 Study and Re,)v, t Plla~e (Collc(,ptu<l1 De~igll)
Upon this AblCG!lICIlt bCCOlllil.1; effcctivc, CNGINCI:R sl.all.
2.1.1 COltwlt" ith O'vVNCR t\"J tlI.dwltand OW~4r::R'SICqtlilc
IIICI.tS fOI tI,c Project altd ICvic~ available data.
2.1.2 Advise, O'vVNCR Il5 to thc Iteecssity of OWNCR's
pi 0 v idiltg, 01 obtail. iltiS fl 0111 otl,G! ~ data 01 SCI v ice,~ oftl.c ty pcs
dcse,1 ibe,d ilt palaglapl. 4.4 "l.id. alc 1.0t pmt ofCNGINr::r::R'~
Dasic SCI viccs, alld assist OWNCR ilt obtail.inf, sud. data al.d
SG! v iccs.
2.I.J Idcntify Il'nd analyzc IcquilCllIClltS of gOvclltlllclttal
"UthOl itics I ",v il'lS.jlll isdiction to appl 0 vC thc pOI tions of thc
Plojcct dc~igncd 01 spceificd by CNGINCI:R "ith ~1.Ohl
coltstlltatioh is to bc tlIldcrtakcl. ih cOl,llectiol. ~ ith thc Plojcct.
2.1.4 I:V<lldatc val ious altell.atc solutiohs available to
OV/NCR as de,sG! ibcd il. Cxhibit A, and, aftcl coltstlltation
"ith Ov~ncl, ICCOII.lllcnd to OWNCR tl.osc solutiolts ~I.id. ih
CNGINCCR'~judgmcnt bcst mcct O'NNCR's lcqllilCIIICltt.'> ful
thc pJ<.'Jjcct. This phasc is flll'thcl discussed in Cxl.ibit A and
is called thc Conccptual Dcsign Pha.'>e.
2.1.5 Plcpalc a IqJOlt (tl.c "RGport") "I,id, vvill cOhtailt tl.c
SteltClllCltt ofOWNCR's IcquilCllIGhtS ful tl.c PlojeGt, altd, as
appl Opl iatc, "i" cOlltaih .'>c1,clllatic layout.'>, skctcl."s al.d
COltcGptual desigl.. G! itG! ia \v ith appl Opl ielt" cxhibits to indiGatG
the eoltsidelatioll.'\ illVol v"d and tl,o.'>e altell,1\t" .'>olutioh.'>
available to O\VNCR ~I.ieh tNGINCCR I GCOIIIIIIGltd.'>. TI.i~
Rcport V\ ill be aC{Olllpal.ied by CNGINCCR's opinion of Total
PI eject Costs fOI ,cach solution vv l.id. is .'>0 lC"ontlllcltded fOI
tl,e PlOjeGt, illcludiltg, tl.e follo"iltg ~I.id, ~ill be sepalatG!y
itcllliz:ed. Opilt;OI, ofplobable COI.stluctiOIt Cost, allovvZlltccs
fel cOhtillgp.ei"s m.d fOI tl.e estilllated t\"Jtal costs of desiglt
plofGssioltal alld l~lat"d S"l v ic.:.s plOv id"d by CNGINCCRalld,
01. tl,G basis ofil.fDllllatiol. fdlltisl.Gd by OWNCR, aIlO~I\I.CCS
f()1 otl.el ite\lIs mId SCI v iccs il..::.Iuded "itl.il. tl.c definition of
Totl.1 PI ojeet Costs:-
2.1.6 rUIJIish thi Repolt to al,d levie~ it ~ith OWNCR.
2.1.7 Re vise tl.e ;Repol t ill I espol.se to OWNCR's eOllllllellts,
,,5 "pplOpl iatG, ,,!;d fUII,isl. fil",1 copie~ of the Repol t il. tl.e
IIulllbel set ful tl. ,III Ld.ibit A.
,.
2.1.8 SllLIII it tl,e Repol t \~ itl.ill tl.G...tipul1'lted pel iod illdiel\ted
in Cxhibit A.
2.1.9 CNGIN~CR's sel vices UI.dGl tl.e Study and Repolt
Ph"se ~ ill be eOI,,~idel cd eOlllpktG at thc eal liel of (1) tl.edate
~hclo the Repol t '1,1\.') been aeeeptcd by OWNCR 01 (2) thirty.
dayS aftGI tl,e dat.. "I.ell sud. Report is ddivelGd t6 OWNCR
fOI filo"lacceptal.Ge, plus ilo Gad, case sud. additiol.al tilllG I\S
IlIay bc eOlosidc,ed 1{,l\.')ollablc fOI obtail.ing apploval of
govellolllel.tal autl.olities l.avil.g .iUI isdictiolo to levlevv the
pOltiol.S oftl.e Plojcet dcsigloed 01 specified b) CNGINCr::R,
ifStld. applov,,1 is to be obtailoed dUlin!:> tl,,, Study and Rcport
Phase:-
TI.e duties alod I"spolosibilities of CNGINCCR dtllilt[; tI.c
Stndy al.d Repolt PI.asc as set fOI1:I. in tl.is p"l"glapl, 2.1 alc
an.endGd alod SUpplclllGI.tGd as ;I,dieated ilo Cxl.ibit A.
2.2 Preliminary Design Phase.
Aftel acceptance by OWNCR of tl.c COI.ecptual Design,
.'>GkGtion by OWNCR of" ICccllln,clodcd solutioll and ilodiea-
tiol. of m.y specific IlIodifie1\ticl.S 01 dl<lllgcs ill tl,c SCOpG,
cxtGIlt, d,alaetCl 01 dcsibl. ICquilell1Cl.ts oftl.c Plojcet desiled
by OWNCR, Ill,d upon written authorization from OWNER,
ENGINEER shall:
2.2.1 010 tI.e basi.'> of tl.e . cpO I t, the I ceollllllel,dcd solution
sG!eeted by OWNeR "lid tl.c spcGifie lI.odifiGlltioll~ Cl GhZlnge.'>
il. tl.e scope, c<tCI,t, dud "ctel 01 design ICquil Glllel.ts of thc
PlojCGt agleed tlpOl, by OWNCR "lid D.,'GI1'.,'CCR, 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 le;ised opinion of probable
Construction Cost and any adjustments to Total Pwject Costs
known to ENGINEER, vvl,id. vvill be itGllliz:ed "s plovided ilo
palaglapl.2.1.5.
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 (1) 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 govern men-
tal authorities having jurisdiction toappwve the Preliminary
Design documentation, if such approval is to be obtained
during the Preliminary Design Phase.
The duties and responsibilities of ENGINEER dUl"ing the
Preliminary Design Phase as set forth in this paragraph 2.2 are
amended and supplemented as indicated in Exhibit A.
Page 3 of 1 5 pages
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 OWNER, and upon written authorization from
OWNER, ENGINEER shall:
2.3.) On the basiis 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 ofprobable
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 t,echnical criteria, written descriptions and
design data for OWNER's use in filing applications for penn its
with or obtaining approvals of such governmental authorities
as have jurisd iction to review or approve the final design ofthe
Project, and assis.,~ OWNER in consultations with appropriate
authorities.
2.3.3 Advise O\VNER of any adjustments to the opinion of
probable Constl'Llction 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 form and substance
with the forms and pertinent guide sheets prepared by the
Engineers Joint C:ontract Documents Comm ittee), 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 considereij 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
OWN ER 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 fOlih 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, ENG1NEER
shall :
2.4. I 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 sub con-
tractors, suppliers and other persons and entities proposed by
Contractor for those pOliions 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 of this Agreement).
The duties and responsibilities of ENGINEER during the
Bidding or Negotiating Phase are set forth in th is paragraph 2.4
as amended and supplemented as indicated in Exhibit A.
2.5 Construction Phase
During the Construction Phase:
2.5.1 General Administration of Construction Contract.
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 assigned in said
Standard General Conditions shall not be modified, except to
Page 4 of 1 5 pages
the extent provided in Exhibit A and except as ENGINEER
may otherwise agree in writing. All ofOWNCR's ihstltletiohs
to COlltlllelol ,..,ill be isstled tlllotlgl. CNGINeCR vvLo sl.all
La v e autl.ol it) to act 01. behalf of OWN CR ill d'-alihgs vv itl.
COhtl aGtol to tIle extent pi 0 v ided ih tllis Ag,l ""ment and said
Stalld1\1 d GellGl ai' COllditiohS except as otllel vv ise pi Ov ided ih
~Iiting.
i'
2.5.2 Visits to Site and Observation of Construction. In
connection with observations of the work of Contractor while
it is in progress:
2.5.2.1 ENG ENEER shall make visits to the site at intervals-
appropriate tathe various stages of construction as ENGI-
NEER deems necessary in order to observe as an experi-
encedand qualified design professional the progress and
quality of the various aspects of Contractor's work. In
"dditiOl., CNGINCCR shall plovide tl.e sel viees of a
RoidC!lt PI oj~:et Rep!CSCl,Mive at tLe s;te to assist CNGI
NCCR and to plovide 11101e eontilluOUS obs'-I vations of
stlGh ~olk. ,Tile fulllishing of'weh Resideht rlvjCGt
Replcseht"ti~,_ SCI vices vvill hot c.<tCI.d CNGINCeR's
lcspohsibilitics 01 aotl.ol it)' bCYOl.d tLe spccific lilllits set
fOltl. clscwl.C:lc ill tllis palagIClph 2.5. Such visits and
observations 'by ENGINEER arid' tl.c Resident rlojeGt
RGpl GSGllt1\ti v'~ 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 ENG INEER 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 as assisted by tile
Residc!lt I~I ojcet Rcpl Gsel.tati vc. Based on information
obtained during such visits and such observations, ENG 1-
NEER shall endeavor to determine in general if such work
is proceeding in accordance with the Contract Documents
and ENGINEER shall keep OWNER informed ohhe
progress ofthi~ work. The responsibilities of ENGINEER
contained in this paragraph are expressly subject to the
limitations set.forth in paragraph 2.5.2.2 and other express
or general limitations in this Agreement and elsewhere.
2.5.2.2 The purpose of ENGINEER's visits to--antt
I Cpl esel1tlltioI1 by the RGsidGI.t PI ojGGt Repl cscntati v e at the
site will be t~:enable ENGINEER to better carry ouuhe
duties and responsibilities assigned to and undertaken by
ENGINEER cluring the Construction Phase, and, in addi-
tion, by the exercise of ENG fNEER' s efforts as an experi-
enced and ql.\alified design professional, to provide for
OWNER a gr~:ater degree of confidence that the completed
work ofContl!actor will conform in general to the Contract
,
Documents 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
preserved by Contractor. On the other hand, ENGINEER
shall not, during such visits or as a result of such observa-
tio'ns 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, meth-
ods, 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 performing the work. Accordingly, ENGINEER
neither guarantees the performance of any Contractor nor
assumes responsibility for any Contractor's failure to
furnish and perform its work in accordance with the
Contract Documents.
2.5.3 Defective Work.. During slIch 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.
ENG IN EER 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 ot) Shop Drawings
and Samples and other data which Contractor is required to
submit, but only for conformance with the information 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, ENG INEER shall evaluate and determine
the acceptability of substitute or "or-equal" materials and
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 cel1ificates of inspections, tests and approvals required by
laws, rules, regulations, ordinances, codes, orders or the
Contract Documents. ENGINEER's review of such certifi-
cates will be for the purpose of determining that the results
Page 5 of 15 pages
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. ENGI-
NEER shall be entitled to rely on the results of such tests.
2.5.9 Disagreements between OWNER w1d Contractor.
ENGINEER shall render the initial decisions on all claims of
OWNER 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 renderihg 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. I 0.1 ENGINEER shall determine the amounts that
ENGINEER 'recommends Contractor be paid. Such
recommendati.ons of payment will be in writing and will
constitute ENPINEER's representation to OWNER, based
on such observations and review, that, to the best of the
ENGINEER's knowledge, information 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 evaluation 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 Contrac-
tor's being entitled to such payment appear to have. been
fulfilled in so far as it is ENGINEER's responsibility to
observe the work. In the case of unit price work, ENGI-
NEER's recommendations of payment will include final
determination;:; of quantities and classifications of such
work (subject]:o any subsequent adjustments allowed by the
Contract Docfiments). The responsibilities of ENGINEER
contained in p~lragraph 2.5.1 0.1 are expressly subject to the
limitations sefforth in paragraph 2.5.1 0.2 and other express
or general limitations in this Agreement and elsewhere. .
2.5.10.2 By recommending any payment ENGINEERshall
not thereby be deemed to have represented that on-site
observations tirade by ENGINEER to check the quality or
quantity of C:ontractor's work as it is performed and
furnished havib been exhaustive, extended to every aspect
of the work in::progress, or involved detailed inspections of
the work beyc;nd the responsibilities specifically assigned
to ENGINEEk in this Agreement and the Contract Docu-
ments. Neither ENGINEER's review of Contractor's work
for the purpo:;es 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, techn iques, 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 OWN ER 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 written
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. ENGI-
NEER's review of such dOCUme!lts will only be to determine
generally that their content complies with the requirements of,
and in the case of certificates of inspections, tests and approv-
als that the results certified indicate compliance with, the
Contract Documents.
2.5.12 Substantial Completion. Following notice from
Contractor that Contractor considers the entire work ready for
its intended use, ENGINEER and OWNER, accompanied by
Contractor, shall conduct an inspection to determine if the
work is substantially complete. If after considering any
objections of OWNER, ENGINEER considers the work
substantially complete, ENGINEER shall deliver a cel1ificate
of Substantial Completion to OWNER and Contractor.
2.5.13 Final Notice afAcceptability of the Work ENG INEER
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, ENG INEER
shall also provide a notice in tl,c fOil,', I\ttad,cd I.CICtO 1\1\
Cxl,ibit D (tI.c "Notic'G of ACc'c'ptllbility of \YOlk") that the
work is acceptable (subject to the provisions of paragraph
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 afResponsibilities. 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 furn ish the work in accordance with the Contract
Documents.
Page 6 of ] 5 pages
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 terminate
upon written recommendation by ENGINEER of final pay-
ment. If the Projl~ct involves more than one prime contract as
indicated in paragraph 5.5, Construction Phase services may be
rendered at diff.erent times in respect of separate prime
contracts.
The duties and :responsibilities of ENGINEER during the
Construction Phj\se as set f0l1h in this paragraph 2.5 are
amended and supplemented as indicated in Exhibit A.
2.6 Opel ational rhcl~e
Olll ;tlg, thc OpC! "tiOlIClI Pl,a5c, CNG INCCR 5],1111, vv I.GlI
I Gqucstcd b) OW-N€fe
2.6.1 Plovidc "s.\istal1cc ill cOI",cctiol1 witl, t],t Icfil1il1g I\l1d
"djustil.~ of "I,y \.quipIIIGlIt 01 SyStCIII.
2.6.2 Assist OWNCR ill tlllinil,g O'vVNCR's staff to OpCllttC
,"lc! Ill\lillt"in t],c Project
2.6.3 Assist OWNCR il1 dCvdopil1i:; SyStCIllS Ilnd ploccdtllGS
f()l cOl1ttol of tl.,. opclatiol1 al,d IlIaintGl1l1l1CG of al1d Iccold
kGGpil1g fOI tl,G P,roject:-
2.6.4 PICp1\IG S :..t oflGploducibk IGGold dl1ivvings sl.ovvil1g,
IGcold il.folllllltic>!. vvl.id, CNGrNCI:R cOllsidw\ sigl1ificllllt
b"sGd on thG DJ.;,,~ing,s, Sl,op DI,,~il1gs, IIl,d otl.GI IGcold
doctll11Gl1ts ftlll,ished by COI,tl acto I t() CNG INI:I:R "hid, vvCI C
IIllllotatGd by COlltl "CtOI to sl.o~ 1111 cl.llngGs madG dtll ing
COl1stltlctiol,. CNGINCCR vvill IHJt bc IGspol,sibk fOI al1y
ellOISil1 01 oll,issiol,S il1 tl,G il,follllatiol1 plovidGd by COI,tIIlC
tOI H'dt is il1colpclatcd ill tl,c lCCOld dla\\ il1g,s OIOtl.G1 IceOld
dOCUlIlClItS.
2.6.5 II. COlllp"ll.1 vvith O\VNCR, visit tllG r16jGct to obsGI vG
any appal ClIt ddcets ill tl.e colllpktcd \~Ol k, Msist O\VNI:R ill
COllStlltlltiol1S "I,~I diSGtlssions ,~ith COl1tt actol COI,cGlnil1g,
COIICCtioll of suc!. dcfects, al,d IlIakG ICCol11l11cI,datiol1s liS to
I cpJacGl1.Gl1t 01 ce,1I cction of dcfccti vG vvOI k.
2.6.6 PI OV idG IlliscdI11l,GOUSSGl v iccs as I cqtlcstcd by O\VNCR
il1 C0l1lIcctiol1 'v itl, PI oject c1oscotlt.
2.6.7 TI,c OpclatiolIal PI.ltse IlIlty COl1l1l1GIICC dtll jl;g tl.c
COl1StltlCt;OII PI,al$c al1d ,\ ill tClllIill\lte OI,G yCal aftcl tI.c datc
of Subst"ntial Co:illpktion.
Tl,e dutics Ilnd l,cspoI,sibilitics of CNGINCI:R dtllil1g tl,G
OpclatiollCll PIICl"e ao:> set ro,tl. jll tl,is pl\l 1\51 api, 2.6 alC
"IIlGlldcd alld stlpplclllehtc:d as ihdicdtcd ill Cxl,ibit A.
SECTION 3--ADDITIONAL SERVICES OF ENGINEER
3.1 Additional Services Requiring Authorization in
Advance.
Ifauthorized in writing by OWNER, ENGINEER shall furnish
or obtain from others Additional Services of the types listed in
paragraph 3.1.1 through 3.1. I 9, 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. I. I 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.
3.1.2 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 OWNER's request of
alternative solutions in addition to those specified in Exhibit A.
3.1.4 Services resulting from significant changes in the scope,
extent or character of the portions of the Project designed or
specified by ENG INEER 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, reports, Drawings,
Specifications or Contract Documentswhen such revisions are
required by changes in laws, rules, regulations, ordinances,
codes or orders enacted subsequent to the preparation of such
studies, repol1s, Drawings, Specifications, or Contract Docu-
ments, or are due to any other causes beyond ENGINEER's
control.
3.15 Services resulting from facts revealed about conditions:
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. 1.6 Providing renderings or models for OWNER's use.
Page 7 of 1 5 pages
3.1.7 Preparing documents for alternate bids requested by
OWNER for Contractor's work which is different from the
Conceptual Design.
3.1.8 Undertaking investigations and studies including, but not
I im ited to, detai led consideration of operations, maintenance
and overhead expenses; the preparation of feasibility studies,
cash flow and econom ic evaluations, rate schedules arid
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, equ ipment and labor; and audits or
inventories required in connection with construction performed
by OWNER.
3.1.9 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.
3.1.10 Services attributable to a variation in the number of
prime contracts Jj'OITI 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 thml visits to the site or OWNER's office as
required by Section 2.
3.1.12 Preparing foj., coordinating with, participating in and
responding to structured independent review processes,
including, but not limited .to, Constllletion MllhllsClllCht, Cost
Estimating, Project Peer Review, Value 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 procl~sses.
~.1.1J DGtGllllillillb thc "ceGptability of1>ubstitutG Ill"telials
"l1d equ (pluGllt l~i oposcd dlll illg the Djddih~ OJ Ncgotiatihg,
PII"se ",I,GI, stlb~,tittltion pI iOI to tllG ""aid of cOlIttacts is
allo"Gd by tl.G Di~ding, DOClllllClltS.
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 calied for in paragraph E7.2.5, if Exhibit E is a
I
part of this Agreement.
3. J.] 5 Providing,field surveys for design purposes, engineer-
ing surveys and ~taking to enable Contractor to proceed with
its work, and "ny It" pc of pI opcrty SUI vCyS 01 I dlltcd cngilIccl-
ins SCI v ieGs IIccdi:d fOl thc tll\l1SfCI ofilttGl csts ill I elll plOp'-l ty ,
and providing other special field surveys.
3.1.16 Preparation of operating, maintenance and staffing
manuals to supplement Basic Services under paragraph 2.6.3.
3.1. 17 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 4.12.
3. I .19 Other additional services performed or furnished by
ENG INEER 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 ofENG IN EER's services during
the Construction Phase, ENG INEER shall perform or furnish,
without waiting for specific authorization from OWNER,
Additional Services of the types listed in paragraphs 3.2.1.
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. I 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 ofa 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 shOltages.
3.2.4 Additional or extended services during construction
made necessary by (I) 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
part ofthe Project by OWNER prior to its Substantial Comple-
tion.
Page 8 of I 5 pages
3.2.6 Evaluating an unreasonable claim or an excessive
number of claims. submitted by Contractor or others in connec-
tion with the work.
SECTION 4--0WNERS RESPONSIBILITIES
Except as otherw:ise provided in Exhibit A, OWNER shall do
the following in a timely manner so as not to delay the services
of ENG IN EER and shall bear all costs incident thereto:
4.1 Designate in writing a person to act as OWNER's repre-
sentative w.ith n::spect to the services to be performed or
furnished by ENG INEER 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 information 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 copii:s 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 ENGINEER's disposal
all available information pertinent to the Project including
previous reports. 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 fi)lIowing:
4.4.1 data prepared by or services of others, including without
lim itation 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 eqllipment prior to and after installation, or to
evaluate the performance of materials, equipment and facilities
of OWNER, prio): to specification, and during construction;
I
,
4.4.3 appropriate professional interpretations of all of the
fi. I
oregolllg; :'
,.
I,
4.4.4 environmental assessments, audits, investigations and
impact statement~:, and other relevant environmental or cultural
studies as to the Project, the site and adjacent areas;
4.4.5 field SUI vC) S [01 dcsiglI ptnpC/scs and pIC/pcrt), botll.d-
aly, CMCInCnt, I igl.t of "dy, topo::;ldphic and utility Stll v{.ys 01
data, including, Idcve".t ICf'GI{.IKC POiI,ts,
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 furn ished pursuant to th is paragraph.
ENGINEER may use such reports, data and information in
perfornling 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 ENG 1-
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, reports, 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 permits from all governmental
authorities having jurisdiction to approve the portions of the
Project designed or specified by ENGINEER and such
approvals and consents from others as may be necessary for
completion 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
4.9.3 such auditing services as OWNER may require to
ascel1ain how or for what purpose Contractor has used the
moneys paid on account of the Contract Price.
4.10 Provide such inspection or monitoring services by an
individual or entity other than ENGINEER as OWNER may
desire to verify:
4.10. I that Contractor is complying with any law, .rule,
regulation, ordinance, code or order applicable to Contractor's
performing and furnishing the work; or
Page 9 of 15 pages
4.10.2 that Contractor is taking all necessary precaution!> for
safety of persons or propelty and complying with any special
provisions of the Contract Documents applicable to safety.
ENGINEER doe~: not undertake in this Agreement to perform
the services refe:rred to in 4.10.1 and 4.10.2 above. The
identity of any individual or entity employed to perform such
services and the scope of such services will be disclosed to
ENGINEER.
4.11 Advise ENCllNEER ofthe identity and scope of services
of any independent consultants employed by OWNER to
perform or furnis:h services in regard to the Project, including,
but not limited to,Construction Management, Cost Estimating,
Project Peel~ 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 dMine and set forth in an exhibit thatis to be
mutually agreed \lpon 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
relation thereof to the duties, responsibilities and authority of
ENGINEER.
4.12 Prior to the commencement of the Construction Phase, .
notify I;:NGINEER of any variations in the language of the'
Notice of Acceptability of Work, or of any notice or certifica-
tion otherthan slli:h Notice that ENGINEER will be requested
to provide to OWNER or third parties in connection with the
financing or com:pletion 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 :?ervices as are necessary to enable ENGI-
NEER to providE: the notice or certification requested under
this paragraph. .
4.13 Ifmore than one prime contract is to be awarded for work
designed or specified by ENGINEER, designate a person. or
entity to have auqlOrity and responsibility for coordinating the
activities among the various prime contractors, and define and
set forth the dutiei!, responsibilities and limitations of authority
. of such persons o:r entity and the relation thereof to the duties,
responsibilities m:ld authority of ENGINEER in an exhibit that
is tobe mutually ilgreed upon and attached to and made a part
of this Agreemen't before such services begin. .
I
4.14 Furnish to ENGINEER data or estimated figures as to
OWNER's anticipated costs for services to be provided by
others for OWNE~R (such as services pursuant to paragraphs
,.
4.4,4.5 and 4.7 through 4.14, 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.
4.15 Attend the pre-bid conference, bid opening, pre-construc-
tionconferences, construction progress and other job related
meetings and Substantial Completion and final payment
inspections.
4.16 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 ENG INEER' s services, or any defect or noncon-
formance in ENGINEER's services or in the work of any
. Contractor.
4.17 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
5.1 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 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 Ifin 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
Exhibit E is a part of this Agreement) after completion ofthe
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 (fENGINEER's services fordesign or during construction
of the Project are delayed or sLlspended in whole or in part by
OWNER:
5.4.1 for more than three months through no fault ofENGI-
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
Page 10 of 15 pages
suspension and reactivation and the fact that the time for
performance und'~r this Agreement has been revised; or
5.4.2 for more than one year through no fault of ENGINEER,
or if ENGINEER for any reason is required to render Con-
struction Phase si:rvices 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 adjustment to reflect, among other things, changes
in the various elements that comprise such rates of compensa-
tion.
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 sequeilced 'with the work of one or more prime
contractors (such as in the case of fast-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.
SECTION 6--PA YMENTS TO ENGINEER FOR SERVICES
AND REIMBURSABLE EXPENSES
6.1 Method:s of Payment for Services and Expenses of
ENGINEER
6.1.1 For Basic Services. OWNER shall pay ENGINEER for
Basic Services performed or furnished under Section 2 on the
basis set forth in Exhibit B. .
6. J.2 For Additional Services. OWNER shall pay ENGI-
NEER for Additional Services performed or furnished llIider
Section 3 on the basis set forth in Exhibit B.
6.1.3 For Reimb.ursable Expenses. In addition to payments
provided for in p~ragraphs 6.\.1 and 6.1.2, OWNER shall pay
ENG IN EER for j~eimbursable Expenses incurred by ENGI-'
NEER and ENG Ii~EER's Consultants as set forth in ExhibitS.
The amount payable for Reimbursable Expenses will include
a factor to the exi~nt so indicated in Exhibit B.'
i'
I' .
6.2 Other f1rovisions Concerning Payments.
6.2.1 Preparatioh 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
fOlth in Exhibit 8. 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 1.0% 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 pOltion willbe paid.
6.2.3 Payments Upon Termination.
6.2.3.1 Termination by OWNERfor Cause. In the event of
termination by OWNER for cause under paragraph 8.1.1:
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.\.2 During any. phase of the Basic Services,
ENGINEER also will be paid for such services per-
formed or furnished in accordance with th is Agreement
by ENGINEER during that phase through the date of
termination on the basis specified in Exhibit B. ENGI-
NEER also will be paid for the charges of ENGI-
NEER's Consultants employed to perform or furnish
Basic Services to the extent such services have been
performed 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.
6.2.3.2 Termination by OWNER/or Convenience. In the
event of termination by OWNER under paragraph 8.1.2.:
6.2.3.2.1 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, 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 ENG INEERduring that phase through the
Page II of] 5 pages
date of termination on the basis specified in Exhibit B.
In additio:n, ENGINEER will be paid for the charges
of ENGINEER's Consultants employed to perfonn or
furnish Basic Services through the effective date of the
terminatiC,n. ENGINEER also will be paid for all
unpaid Additional Services and unpaid Reimbursable
Expenses,and for termination expenses under subpara-
graph 6.2:3.2.3 below.
6.2.3.2.3 [n the event of termination by OWNER for
convenience during or at completion of any phase of
Basic Sel:vices, OWNER shall pay ENGINEER's
reasonabb~ expenses directly attributable to termination
in accordance with rates applicable to the various
categories of Additional Services measured from the
date of term ination, including other fair and reasonable
sums for overhead and profit, and costs of terminating
contracts ';Vith ENG[NEER's Consultants.
6.2.3.3 Termination By ENGINEER for Cause. [n the
event of termination by ENG[NEER for cause under
paragraph 8.1.1, ENG [NEER shall be entitled to receive
compensation calculated as set forth in paragraph 6.2.3.2.
6.2.4 Record\' of ENGINEER's Costs. Records of ENGI-
NEER's costs pertinent to ENG[NEER'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
ENG[NEER's services.
SECTION 7--0P[NI0NS OF COST
7.1 Opinions of Probable Construction Cost.
ENG[NEER's opinions of probable Construction Cost pro-
vided for herein a.re to be made on the basis ofENG[NEER's
experience and qu alifications and represent ENG [NEER' s best
judgment as an experienced and qualified professional engi-
neer generally fainiliar 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, ENG [NEER cannot
and does not guar:lntee that proposals, bids or actual Construc-
tion Cost wi llnot ivary from opinions of probable Construction
I' .
Cost prepared b)i ENG[NEER. If OWNER Wishes greater
assurance as to r,robable 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'~; rights and responsibilities with respect
thereto wi II be specifically set forth in Exhibit E, "Construction
Cost Limit," to th is 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 CONSIDERAT[ONS
8.1 Termination
The obligation to provide further services under this Agree-
ment may be terminated:
8.1.1 For cause,
8.1. [.1 by either party upon thilty days' written notice in
the event of substantial failure by the other party to perform
in accordance with the terms hereof through no fault ofthe
terminating party. Nonvithstanding the foregoing, this
Agreement will not terminate as a result of such substantial
fai lure if the party receiving such notice begins, within
seven days of receipt of such notice, to correct its fai lure 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 ENG[NEER:
8. [.1.2.1 upon seven days' written notice if ENGI-
NEER believes that ENGINEER is being requested by
OWNER to furnish or perform services contrary to
ENGINEER's responsibilities as a licensed design
professional; or
8.1.1.2.2 upon seven days' written notice if the ENGI-
NEER's services for design or during the construction
of the Project are delayed or suspended for more than
ninety days for reasons beyond ENG[NEER's control.
8.1.1.2.3 In the case of termination under this para-
graph 8.1.1.2, ENGINEER shall have no liability to
OWNER on account of such termination.
8.1.2 For convenience, by OWNER effective upon the receipt
of notice by ENG [N EER.
8.2 Reuse of Documents.
All documents including Drawings and Specifications provided
or furnished by ENG[NEER (or ENG[NEER's Consultants)
pursuant to this Agreement are instruments of service in
respect of the Project, and ENGINEER and ENG[NEER's
Consultants, as appropriate, shall retain an ownership and
Page 12 of 15 pages
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 OWNER 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 r:isk and without liability or legal exposure to
ENGINEER, or to ENGINEER's Consultants, and OWNER
shall indemnify and hold harmless ENGINEER and ENGI-
NEER's Consultants from all claims,. damages, losses and
expenses including attorneys' fees arising out of or resulting
therefrom. Any. such verification or adaptation will entitle
ENGINEER to fu'ither compensation at rates to be agreed upon
by OWNER and :ENGINEER.
8.3 Insurance.
8.3.1 ENGINEER shall procure and maintain insurance as set
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
si.ICh employees,' and from claims or danlages because of
injury to or deslruction of property including loss of use
resulting therefrom. CNGINCCR sl",lI list o Vv'NCR as an
additional insul cc: on CNG IN CCR' s gcnclalliability instil aiIec
pot1ey:
8.J.2 O'vVNCR ,shall list CNGINCCR alld CNGINCCR's
COl1Sultallt.., as additiol1al ills(ncds Oil al,y gel,clalliability 01
plOpcrty il1s(nall\,C policies eaIlied by OWNCR I'iLiCI, alc
appliGllbk to tl.e 1'lojeGt. OWNCR sl,alllequilc Contlactol to
pm c1,usc 1\1,d IlIaintail, !bCl1el alliubility al,d otl.elil,Stll allGG as
spceifiGd ill tl,e COl,tlaa DOetllllellt.', alld to list CNGINCCR
al.d CNGINr:CR".., Co"..,ultal,ts as additiol",l il,sulcds ~vitl,
lespeet to weh lillbility, plOpClt) and othcl instlllllIee pUt
ehaSGd and 11Iaintdined by COI,tlaGtol. All policies ofploperty
il15ul anCG sl",lI G.~ntain 1'10 v isiol1s to tl,c dkct d,at CNGI-
Nr:eR's alld CNC~INeeR's COI,sultant5' ilItelcsts alC cOvcted
al,d tl.at ill tl,e G~ICllt of P,(yIIlGlIt of ally 105501 dalllagc tl.G
il1SUlGlS "illl",v'", 110 ligl,ts of IccovGl)agailIst aI(Y oft!.G'
I'
ilI5Ul cd 01 additiolll\l ilI5tn cds tl,CI GUlldGI .
8.3.3 At any timb OWNER may request that ENGINEER, at
OWNER's sole ~~pense, 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 or 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.
8.5.1 OWNER and ENGINEER each is hereby bound and the
partners, successors, executors, administrators and legal
representatives of OWNER and ENG INEER (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
obligations 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 ofthis.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:
8.5.3.1 Nothing in this Agreement shall be construed to
create, impose or give rise to any duty owed by ENGI-
NEER to any Contractor, Subcontractor, Supplier, other
person or entity, or to any surety for or employee of any of
them, or give any rights in or benefits under th is Agreement
to anyone other than OWNER and ENGINEER.
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 ofthe
provisions of this paragraph shall apr;ear in the Contract
Documents.
8.6 Di~pute Resolntion.
Ifl\l,d to tI,G G,(W,t tl",t O'vVNeR 1\IId CNGINCCR I"IV" aglccd
01, a IIIGtl,od ahd ploccdulG fOI IG$olvilI!:, disput"s bGtvvGGh
thCl1I 1\1 isihg out of 01 Iclatillg, to tI,is Ai:;ICCIIIGI,t, sncl, disputc
IGsolutiol,IIlGt!.od alld pi oce.dtllG, ifally, i.., 5(.t f\')lt!. ih Cxl,ibit
G, "DisputG RGsolutioll." OWNCR 1\IId eNGINCeR agl('C to
I,GgotiatG ih good fait!. f'Ol a pGI iod ofthirry day.., flOn, t],G date.
oflIoticG of all disputGS bGt\~CGl, tl,Gl" pI iOI to C<CI eising t!.e.jj
I igl,ts nndGI Cxl,ibit G 01 orl,Gl pi Ov i$ion... of this Agl CGllIGllt,
01 t111d"l tl,G lavv.
Page ] 3 of 15 pages
8.7 Allocation of Risl.s--Indemnification.
8.7.1 To the fulle:;t extent permitted by law, ENGINEER-shall
indemnify and hold harmless OWNER, OWNER's officers,
directors, partner~;, employees and agents from and against any
and all claims, costs, losses and damages (including but not
limited to all fee~; 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 omission~ of ENGINEER or ENGINEER's officers,
directors, partne:rs, employees, agents and ENGINEER's
Consultants in the performance and furnishing of ENGI-
NEER's services under this Agreement. TI,c indcltlI,ificatioll
pi o. isioll oftl,G p;lcccdihg SChtCllCC is 5lIbjcct to alld'lilllitGd by
ti,e; plo.isioll~ li;~Ie;cd to b) OWNCR 1I11d CNGINCCR ih
c'<l,ibit I I, "Allocatiol, of Risks," if all).
8.7.2 To thG fulkst eetGllt pWllittcd by 11'1", OWNCR .5111'>11
indGI'lllif) "nd I..old h"Illlkss CNGINCCR, CNGINCCR:'S
cfficCI.5, dil GGtOI~, p,,1 tllels, Glllployees alld a~Gllts and CNGI-
NCCR's COI,stIlt"htS flOl1l "lid a~ail,.5t "lIy ."I,d all c1aiI1l5,
costs, losscs 1\11d dalll1\~CS (ihdudihg but 1I0t lilllitcd t() all fccs
"lid d,l\lgcs of ,CIIg,iIICCIS, ,lId,itG"ts, attolll'Y~ and othGl
pi ofcssiol",ls "nd 1\11 COtll t 01 1\1 bitI1\tiOlI 01 Ot!.GI disputc
I csolutioh costs),~ausGd sold) by t!.G I'Gg,li!;Gllt acts 01 olllis-
siol,s of O\VNCR 01 OWNCR's ofl1"els, dilcctols, palthcls,
Glllploycc..., "gcnts al,d O\VNCR's constllt"hts ,~itl, le...peet to
this Agl"CI'lGllt 0.1 tJ.c rlOjcct.
8.7.J III additioh to thG indGlld,ity pI o. idGd undGI palag,laph
8.7.2 oftl,i... AglCGlllent, and to t!.c ftllkst GxtGllt pWllittGd by
11'1'\' O\'1NCR sh1\1I indGllIl,ify and I,old h1\lndcss CNGINCER
1\hd its offieGl~, d:l cetol 5, pal theis, GlllpIO)GGs, ahd a~Ghts alld
CNGINI:CR's C('hstIlt1\hts fl0111 mid ag,aillSt all c1l1iIIlS, costs,
10SSGs, al,d dl\lll1\gcs (ihdtldillg, but hot lilllited to all fCGs.ahd
d"'lg,CS of cl,gil".GlS, ald,itc"ts, attolll'Y'" ldld otl,Cl plofGs-
siol",ls lInd "II COlli t 01 I'll bitlation 01 otl,cl disputc I csoltltiol,
costs) Gatlscd by: alising out of 01 lelating, to thG pIGSChCG,
dischalg,e, Idcas,., 01 "...e"pe of Asbestos, reD.." f'etlo!c.ullI,
I IuZ,,1 dous \Va.'.t(., 01 Radio""ti.G M"t"l illl Ilt, on, wid,,! 01
fl onl tl,c rlOjcct ~,1te:-
8.8 Notices.
Any notice required under this Agreement will be in writing,
addressed to the ajJpropriate party at the address which appears
on the signature p,lge to this Agreement (as modified in writing
from time to tilTie by such party) and given personally, by
registered or ce)rtified mail, return receipt requested, by
facsimile, or by:'a nationally recognized ov~rnight courier
service. All notices shall be effective upon the date of receipt.
8.9 Survival.
All express repre~:entations, 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 termination of this Agreement for any reason.
8.10 Severability.
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 sllch stricken
provision or part thereofwith 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.] This Agreement is subject to the provisions of the follow-
ing Exhibits which are attached to and made a part of the
Agreement:
9.1.1 Exhibit A, "Further Description of Basic Engineering
Services and Related Matters," consisting of ~ pages.
9.1.2 Exhibit B, "Payinents to Engineer for Services and
Reimbursable Expenses," consisting of ..L Pages.
9.].3 Exhibit F, "Insurance," consisting of -1.. Pages.
9. 1.4 Exhibits Omitted:
A. Exhibit C - Duties, Responsibilities and Limitationsof
Authority of Resident Project Representative.
B. Exhibit D - Notice of Acceptability of Work.
C. Exhibit E - Construction Cost Limit.
D. Exhibit G - Dispute Resolution.
E. Exhibit H - Allocation of Risks
9.2 This Agreement (consisting of pages 1 to -1.2., inclusive
and the Exh ibits 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.
9.3 All claims, disputes and other matters in question between
the Owner and the Engineer arising out of or relating to the
Agreement, or the breach thereof, shall be decided in the
Superior Court of Richmond County, Georgia. The Engineer,
by executing this Agreement, specifically consents to venue in
Richmond County and waives any right to contest the venue in
the Superior Court of Richmond County, Georgia.
Page 14 of 1 5 pages
IN WITNESS WHEREOF, the pm1ies hereto have executed this Agreement to be effective as of the date first above written.
OWNER:
ENGINEER:
Augusta-Richmond County
~M~6
~ Jritle: f.V;L~W
~ Address for giving noti:es:
::"nsto~~
Title: Vice President
Address for giving notices:
70 I Municipal Building
452 Ellis Street
530 Greene Street
Post Office Box 2546
Augusta, Georgia 30911
Augusta, Georgia 30903
Page 15 of 15 pages
,,':'
1:::, '.,"~' .
....~
.,<i3~~"
This is EXHIBIT A, consisting ofLpage(s), referred to
in the agreement between OWNER and ENGINEER
for Professional Services, dated ::r ~.~, , 1921..
Further Description of Basic Engineering Services and Related Matters
Initial: ~
OWNER
ENGINE R~
k
.~'
\. , ,',"", ,. 9-)
",...11 ,....
Cranston, R.obertson & \Vhitehurst, P.C.
:::~G~::::::?-5 ?,-~S~EF.s Sl7.VEYORS
OJ..:) !:~G=':; C-C.Y;::.4~SY ~O.l ?O~T e:rFlCE 'BOX Z~,,~
'~21:1..:':S S:7.!::t7 AUG't.."S7A, GEORGlA 3C'~O!..n~"6
~:"EPHO~E (',CI(i) ;':2.1~~S
7Z:'~CC?::::^ (i('E) ;:-2.S~;9
OClOber 27, ] 998
JOh;-: T. .'T7.....WAY. F..:".5.
";\".,"::;":E SW.4_~S. R.1.,S.
TEC'}.!...l,S c. :ZA.SE:t. ?E.
JOEY R. :rLOYD
DWlGhl' E. Ft.;-;::lEF.5'L""RK. :1
JO=-~ M. El)GG
?'.7'p.JCl\ ';Ii. E'....l"7'O
F"-!i7H A. W.~.!:;O-:CE
DE~S:S J. Yi"1:l..CR
J:C~)'.JG CFJ._-"STO:-:. F.E.. R.!...$.
TF.CY_I"S H. :=.CJEE?TSO:'\, r,!:., ~..L.S.
~!..~F.l!)GE A. V;l:l~h"""'~S7. ~"R... F.E.
~lA.'~ES E. CF..,Sl"OF-Zl. JR_. ?E.
\1L Clifford .-\, GoiJ}s
Augusta-Richmond Coumy Enginee,'];1g Depanment
70] '\.fU31ici;)a1 Bi.li]ding
):0 Greene Street
.-\ ugusta, Georgia 3090]
Re: Rae's Creek 1lI Jmprovements
OurFiJe ?'o, 98-81
De"r Dre\\':
In ~Kcord3j1ce \\.jl)) :,our ;'eC;'JeSi, we ae pleased to oi"fer 1he !oj]owi;;g p]'('posa] for
2ccclnlplishjng 1he neccss2ry SUi'\'cyj:;;g 2~1d ::;1g~nefrir:g for 11111:1"O\,c:-:l;;:111S 10 l]ie R~:c:s Creek
. 1 ' - ,..", ,..".. \' '''1 C' 1.' 1 "':J .
C!1"nne, pst e;;st ot'berC,,,;~13;~S .".02u 2CJece;:t:o \'J!.O\\' ree:: Ge\'e.opmeJlt. .-'.s L;;,'ec:e,: ine
prc'};os21 C0Yei'S h2naJir:g the j}eJTn~llir:g' :'eq:..:irt~j)cj.;i.S ofihe l~.S. .~.:-nj'Y C01jJS ofEnginecJ's rel.::ic-d
iO \\'elJz~nd5 di51~!rb2nCe as }'eq1J~rcd 1::-- 5eCli0~1 ~O-4 oflhe CJe2;) \\.~21cr ..~.Ci.
PI<.O.JECT DESCRIPTIO:'.'
The rrincip;;1 F,ui']:,ose of ',his p:'cject is iO help Jessen ihe noocing e:-;perienced by i},e
reside!l~S of \\'jj]O\\' Creek whose !:'rc.:~.e<es adjoin or h: in close prO,\iJ1iiiY iO Rae' 5 Creek, These
are2S e~;perienced signific3:1t !looo da:;1age' 2nd i11COi1\.enience curing ihe Ocwber ] 2, j 990 ;1('00,
"nd l)]e 5epi,:mber 3, ] 99S floc,d, :::;jd }}2\"e 21so been subject iO !esser y;;rd flooding dmilig 2nd ;;fter
Other inTenSe: r2inl~J1 e\"cni.s.
The problem is due to a cOj}jtina:;Oi1 of many f2CiOJ"S, \\.hich are co\'e;.ed mc-re ihorougJ11y
in ;he R2e's Creek Basin S~udy 2nd l]',e Rae's Creek Basin Hydrology Report, In. summu:',ihe
iloodij1g is prim;;rily a result ofi];e mta:lizai!On ofihe \\'21ershed o\'er ihe ])2st fifty iO se\enty-ij\'e
ye:::rs, 2nd ll1e cnco,::chment inlO the f100d p]:::in of the creek in Ihe problem 2rea, .-\ number of
p'c.jecls ha\e been idej11ified \\;;ich xi]j Jesse;1 the lloodijjg alc,ng Rae's Creek by pro\'iding
impro\"ed culwns ~,nd bridges and by cre2iing nood retaoing basins, Beyond ihese measures, il 112S
bee')) delL'rmjJj.:'d by our firm, in (O);ju;;ctioJ1 wiih you dep3.rlmem, that funher ilood nO\\ ;;ite:llc2iion
by detention alone is not pr2clic:::ble. Therefc.re, improwment ofihe remaining flooding problems
Page 1 of -2- pages
(Exhibit A--Basic Services and Related Matters)
,\1r, Clifford A, Goins
Page 2
October 27, 1998
elong Rae's Creek will in\"oh"e a combination of waterway enlargement, channelization,
s,raighiening, lining, and dredging and maintenance, at or near the actual sites of the problems.
The: project contemplated herein, therefore, wi]] involve the widening of the e:xisting channel
from Berk.mans ROed to near the east end of Willo\\' Creek together with the panial straightening
oftlo\\' tJu,(ltlgh an e:xisting "S" cUJ'\'e inm1ediate]y below the Willow Creek pond dam, The dam J112.Y
e]so need 10 be paniaily relocated, E:xca\'eted meteria] wi]l be heuled to upland disposal siles remote
[;-om The prJject area, Banks wi)] be ripr2.pped as required to protect new slopes. The eJ1trance road
imo \\'il]o\,\, Creek m2Y also be ;-2ised to pro\"ioe access inlo the development during larger storm
e\"eJiiS if this pro\'es to be feasible,
SCOPE OF WORK
The reach of creek 2nd length ofr020 in question is highlighted on the anacJ1ed ora\\'ing, The
length of creek \\'ork is es:ima'led 2t ] 700 feet. The ponion of road to be raised is some 900 line::r
feet, and it may need to L'e raised I to 2 feet.
TJ,e wor\ ji~c)l~ded ii) ,his propos21 COnsiS1S c,fthe 2ccompJishment of~~e)d su,'\eys and "the
prep:::r::tion ofpJ"ns :::]",0 compiled e2Seme]",t plats showing the propOSed \',ork, in a form suilable for
j:';'ojecl bidc:iJ:g 2;;0 2\'.':::rd, The \'.w),: \\'ij] l:e accomplished b2seo upon Jl1('::ximizing 3\2iJ2bJe sp2ce
a;~d ;K't on del~:iled hYC!:2ULc and hydro;ogic c:::)cu]"tiol1s, Sun'eys \\ill be made to ]oC;Jie the c,'eek
2nd r02d, 2nd 3dj:Jce;;t j""i]cro\'enlents 2,',0 pi'oper.)' jines wj'thin 100 feet of the c,'eek ~:ank 2nd 100
f<:et of the 1'0:::0 ce,"lie;')ine, COi~st;',1C\io:1 p]2;;S, profiles, 2nd sectic'J1s '.\'j]] be dr2w)] 2t 3 scale of]"
= 20', Specj~)c:::ljc'ns \':jJl j,otbe requi;'d, Compiled e2.seme,jt p]21S sho\\'jng 1he, :::ppro:\im2:e
dimensions ofe2sement a;'eas, \\jj] be 01'2.\':;1 based UPO)] the limited field sun'eys 2nd oet2. c,L't2jned
f!'om the rC:2!lY reco;'cs of Riclmj(l;;d Coum)', ,,\ddiiio;)al sUl'\'eying se'j'\'ices fer e2sement or
ce'nsiruc:iOi1limit sta!-:ing 2nd pl2tting will be a\'aibble 2.S needed on an hourly basis, E:::semeJl1 p],:IS
\,,'j)] be ;ypic2ily dr2W;'l2t 3 5c::;]e of j" = '::0',
Thi5; propos::1 also co\'ers \';eiland permitiing for ihe \\'ork. Based upon p2.st e:\perience (In
p'e\ious R:le's Creek channeJiz2.tion projecis, this would require wetl2nds delineation, \wt]2nds
1i12.ppi::g, archzeoJogicaJ 3sseSSJ11ei1!, field meeting with Corps of Engineers, "pplic3tion s).;elches
c;;d numerous consuit2iions with regul2.1ory personnel.
The \\'or)( does not include sl2}.;jng of easement or cOl1Siruction limits, 1-1EC-2 computer
modeling, ;::pplicciions 10 FE\I.~ for m2.]) re,isions nor other sen'ices not specifically oU\]ined
herein,
Page 2 of --2.... pages
(Exhibit A--Basic Services and Related Matters)
, '~':"'~~~;(~~"~ ::'~{~:~:~;.,
.~": ' :, '. 4.
. .
.--. -.-..,.,..- -... ...-...... . .-- .......... ..-'"
),.11'. CliffoJd A.. Goins
Page 3
October 27, ] 998
fEE PROPOSAL
We propo~e 10 accom]J]j~h the suryeying (}nd de~ign \\'ork on Rae's Creek for a Jump sum
amount of 53],8 j 0.00 and 1he wetlands as~ocjated work for an 3ddiiiona] S]:-, 750.00. We would
e:\DeC! iO submit il1yoice~ on " monthly ba~is 10 coyer the ponion of1he work completed duri:;Q. lhe
. -
. ,.....-. ," , 1.' '.... ] ' - , r"
pnor mOlJijJ. j 11ese lees are. cro.',en GOWn CliO jUri leI' ae!meo ;os J01JOws:
ITL'd ?\O.
DESCIUPTIO:\T
A.. B2.~jC Seryices
1.
Jl1i1i2l Sun'e\'s
a.
HorizoJ11cl 2ild Yenica! conlrol.
,
D.
Cross-sectioning] 00 fee! beyond ba]~ks and
road cEnterline 21 50 1(\ot iilten2)s
(;'equj]'ed)
I oc~-:"o "'or ""oJ'e)"\' h,,,, ~;', ~
c. _ \,.01..,::=. C""" l--l . '. .;.J,-_ ~..u
imprG\\:me!11S \\i1];i,l ] 00 feet of creek.
d. C cunho~sc rc5e2.l'ch.
L :,mp SU::l
2.
[i1Qineer;nQ P!2n Prei)"r2i)On
3.
Project coordination a);d meeiings wi,])
hO!11c o\\j;el's,CoiJ1J1jissioilej's, Pt,biic
Works Sldf. .
O.
P""I;'o';;~~)"\' 'J'O;'1 '''''J''10 -0 ""'Co]\""
I\"" jj. ....c. ~ c '':::.' C,-, l .::: I . '-_ \..
quesiions concerning \\'idlh of Ch2]l.;leL
j;}1P2ct of r:'oject, etc.
c.
I '\"\..1\! or'G:e ~'ld :"jiOl1,.,,,.'t
_G.. ..... ::;. c::. L... c:. ,.::;J.JI.....J. .
d.
Draw ];]2ns 2nd ~ecljons ;0 J" = ::0'.
e.
QU:1l1liiies 2nd SU:111113ry
Lump Sum
Page 3 of --2- pages
(Exhibit A--Basic Services and Related Matters)
.-\\10 C\T
6,8]0(10
22,500.00
'>;;J~::4~~~;~'~;~~'~~:~., "".'~f'
"!:--" . .'. !-:"';~":.l:'.?~~*' _
...~-_._._._'.'.'-.._-" .....---...-.- ..... ....
)-1r. Cljffc,rd A. Goins
Page 4
October 27,1998
COJ111.,iled Easement Plat PreDaratiol1
a.
Computations 10 compile plats of record.
b.
Plzt prepc.r21ion (10 pJats(ma:\) 2t 1" = 20')..
c.
Re\'iew c.nd check.
Lump St:m
2,:500.00
TOTAL B/>.SIC SERVICES
531:810.00
B. Additional Ser\'ices
a. Weilands De!iiw:tion
Lump Sum
3,:500.00
b. \\'etlGnds :-.r"pping
LumpSu;:1
1,7:'0.00
c. ..-l,;-ch3eo]c'gic:l Assessment
Lump SU::1
2,(100.00
d. Permit AFPJ:c2,ioJ1, \1eeli"gs, elC.
LumpSuJ:1
8:5(10.00
TOTAL .~DDlTIO~'.~L SERVICES
S 1.5: 7.50.00
TL\IE OF CO.\IPLETIO\'
\\'e propose 1O begi:1 \\0:').; immediClely upon yc,ur direc;io:1 ,,"0 iO complete the surveying
\\iihin 60 J,lYS 2nd 10 l'un';ish plans fer your rc\'iew wi,hi:1 60 d,,)'s ,!iere2i';er, for a 10,3J (,f ] 20 oc.ys
fo}Jo\\'ing your n01ice 10 proceed. E~,semeJ:tp]"ts wijJ be prep2red 2lier ;he fined design has been
completed and \\'jjJ be j;repaed \\'Iihin ~O C3)'S of 1h2t tinle. It hc.s been our e:\pe,.ie;~ce 1112t ,he
\\'e1l31105 pJTl1iinlng process i31.;es 1i-om i}',ree 10 1we1\'e months. .
We ;;ppreci;;1e 1he opponuni,y of;~;").;IJ1g ihis propos2! and irLJS1 iliat you find it S3iisf3clOry.
Should YOll hCi\'c 3J1)' quesiions concerni;1g ihe scope of sen'ices offered: or the fees, ple3se do not
hesit3!e iO COn1Jct liS.
. Page 4 of ~ pages
(Exhibit A--Basic Services and Related Matters)
.:.:>Jt-...:.
\1r. Clifford A. Coir;s
Page 5
October 17,. ] 998
EA W,'U11r
Enclosure
Sincerely,
CRA.:\STO:-l, ROBERTSO:\ &: WHlTEHURST, F.e.
.-----., .
1/ () --
iL:-~r-'
Eldridge A. \\jijlc}1ursT, .Ir., P.E.
. Page 5 of L pages
(Exhibit A~-Basic Services and Related Matters)
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P~ge 6 of....Q... pages d Matters)
. Services and Relate
(Exhibit A--Baslc
----
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Payments toEN~;INEER for Services and Reimbursable Expenses
This is EXHIBIT B, consisting of l pages, referred to
in the Agreement between OWNER and ENGINEER
for Professional Services, dated ;r~. ~ I , 192..1-
Initial:~
OWNER
ENGINEE ~
Section 6 of the Agreement is amended and supplemented to include the following agreement of the parties:
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)
86.1 Methods of Payment for Services and Expenses of
ENGINEER.
B6.1.1 For Basic Services. OWNER shall pay ENGINEER
for Basic Service.s as follows:
B6.I.I.1 General. A lump sum fee of $124,070.00 for all
services of ENGINEER (except for services of ENGI-
NEER's Resident Project Representative performed or
furnished under paragraph 2.5.2.1, Operational Phase
services perform,~d or furnished under paragraph 2.6, and
services to furnish easement plats.) including services of
ENGINEER's Consultants. See paragraph B6.3 .for break-
down.
86.1.1.2 Resident Project Representative Services. For
services of ENGiNEER's Resident Project Representative
,. 11 - .-
performed or fuql ished under paragraph 2.5.2..1 ,an amount
equal to ENG lNEIER's Salary Costs time a factor of2.15 for
services performed or furnished by principals and employees
engaged directly :In resident Project Representation.
B6.I.I.3 Operation Phase Services. For Operation Phase
Services performed or furnished under paragraph 2.6, an
amount equal to. the ENGINEER's Salary Costs times a .
factor of2.15 for1~ervices performed or furnished by princi-
pals and employees engaged directly on the Project.
B6.1.2 For Additional Services OWNER shall pay ENGI-
NEER for Additional Services as follows:
B6.1.2.1 General. For services of ENGINEER's principals
and employees engaged directly on the Project performed or
furnished 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 ENG INEER's Salary Costs times a factor of
2.15.
B6.1.2.2 ENGINEER '.I' Consul(.ants. For services ofENGI-
NEER's Consultants performed or furnished pursuant to
paragraph 3.1 or 3.2, the amount billed to ENGINEER
therefor til~nes a factor ill.
B6.1.2.3 This section has been intentionally omitted.
B6.1.2.4 It is anticipated that the contract for construction
wi II 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
administrative proc'eeding under paragraph 2.1.17, atthe rate
of $] ,200.00 per day 01 <ll.y pOI ticr. tllG GOf (but compensa-
tion for time spent in preparing to appear in any such
litigation, arbitration or proceeding will be on the basis
provided in paragraph B6.1.2.2:
B6.1.3 For Reimbursable. Expenses. OWNER shall pay
ENGINEER for Reimbursable Expenses such as:
Out of town traveL if any.
Page 1 of -L pages
(Exhibit B~-Lump Sum Method)
The amount payable to ENGINEER for Reimbursable
Expenses will be the 'charge actually incurred or the imputed
cost allocated by ENGINEER therefor times a factor of ill.
86.1.4. Salary Costs. Salary Costs means salaried and
wages (basic, premium and incentive) paid to person~el plus
the cost of customary and statutory beilefits including, but
not limited to, social security contributions, unemployment,
excise and payroll taxes, worker's compensation, health and
retirement benefits, bonuses, sick leave, vacation'and holiday
pay applicable th,;:reto.
The principals c.f ENGINEER and' the imputed current'
hourly Salary Co.sts of such principals are as follows:
Principal (name Cind title)
Imputed Hourly
Salary Costs
As substantiated by payroll records $
$
$
$
86.1.5 Adjustment of Salary Costs. The Salary Costs and the
factor applied to Salary Costs in determining compensation
payable to ENGINEER will be adjusted annually and
equitably to refl,~ct 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 ENGINEERand
consistent with ENG INEER' s overall compensation practices
and procedures.
86.1.6 Initial Additional Services. A lump sum fee of
$15,750.00 for all services of ENGINEER including services
of ENGINEER'~. Consultants. See Paragraph 86.3 for
breakdown.
86.2 Other Provisions Concerning Payments.
86.2.1 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 the 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 atthe
time of billing.
86.2.3 Payments Upon Termination.
86.2.3.4 In the event of termination 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 2.15 for services performed or furnished
during that phase to date of termination by ENGINEER's
principals and employees engaged directly on the Project.
(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
B6.3.1 The following is a breakdown of the lump sum fee given in paragraph B6.1.1.1:
A. Basic Engineering Services - Roadway
Phase Percentage Fee
Surveys 21% $ 6,810.00
Engineering Plans 71% $ 22,500.00
Compiled Plats 8% $ 2,500.00
TOTAL BASIC SERVICES 100% $ 31,810.00
B. Additional Services
Item Percentage Fee
Wetlands Delineation 22% $ 3,500.00
Wetlands Mapping ]1% $ 1,750.00
Archaeologica] Assessment ]3% $ 2,000.00
Permit Application 54% $ 8,500.00
TOTAL ]00% $ 15,750.00
ADDITIONAL SERVICES
TOTAL SERVICES $ 47,560.00
Page 3 of ----L pages
(Exhibit B--Lump Sum Method)
This is EXH I BIT F, consisting of --1- pages, referred to in and
part of the Agreement between OWNER and ENGINEER for
Professional Services dated ~I.,). 31 , f4'iC,
Initia~:
OWNER
ENGINEER
Insurance
Paragraph 8.3 of the Agreement is amended and supplemented to include the following agreement of the parties.
F8.3 Insurailce
A. The limits of liability for the insurance required by paragraph 8.3.1 of the Agreement are as follows:
I. By ENGl::-.JEER:
a. Workers' Compensation: Statutory
b. Employer's Liability --
I) Each Accident: $ 100,000
2) Disease, Policy Limit: $ 500,000
3) Disease, Eac,h Employee: $ 100,000
c. General Liability--
I) Each occurrence (Bodily Injury and property Damage): $ 500,000
2) General Aggregate . $1,000,000
d. Excess or Umbrella Liability--
1 ) Each Occurrence: $1,000,000
2) General Aggregate: $1,000,000
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)