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HomeMy WebLinkAboutJOHNSON LASCHOBER AND ASSOCIATES FOR PRFESSIONAL SERVICES EASTVIEW COMMUNITY CENTER STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of May 21,2008, ("Effective Date") between Augusta-Richmond County ("O\VNER") and Johnson, Laschober and Associates, P.C. ("ENGINEER). O\VNER intends to Construct a asphalt walking track at Eastview Community Center in Augusta, Georgia ("Proiect"). OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows: Standard Form of Agreement Between Owner and Engineer for Professional Services Page 1 of12 : ARTICLE 1 - SERVICES OF ENGINEER 1.01 Scope A. ENGINEER shall provide the Basic and Additional Services set forth herein and in Exhibit A. B. Upon this Agreement becoming effective, ENGINEER is authorized to begin Basic Services as set forth in Exhibit A. ARTICLE 2 - OWNER'S RESPONSIBILITIES 2.01 General A. O\VNER shall have the responsibilities set forth herein and in Exhibit B. ARTICLE 3 - TIMES FOR RENDERING SERVICES 3.01 General A. ENGINEER's services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion. Unless specific periods of time or specific dates for providing services are specified in this Agreement, ENGINEER's obligation to render services hereunder will be for a period which may reasonably be required for the completion of said services. B. If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided, and if such periods 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. C. For purposes of this Agreement the term "day" means a calendar day of 24 hours. 3.02 Suspension A. If OWNER fails to give prompt written authorization to proceed with any phase of services after completion of the immediately preceding phase, or if ENGINEER's services are delayed through no fault of ENGINEER, ENGINEER may, after glVlng seven days written notice to O\VNER, suspend services under this Agreement. B. If ENGINEER's services are delayed or suspended in whole or in part by OWNER, or if ENGINEER's services are extended by, Contractor's actions or inactions for more than 90 days through no fault of ENGINEER, ENGINEER shall be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect, reasonable costs incurred by ENGINEER in connection with, among other things, such delay or suspension and reactivation and the fact that the time for performance under this Agreement has been revised. C. Term for Convenience ARTICLE 4 - PAYMENTS TO ENGINEER 4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER A. For Basic Services. O\VNER shall pay ENGINEER for Basic Services performed or furnished under Exhibit A, Part 1, as set forth in Exhibit C. B. For Additional Services. OWNER shall pay ENGINEER for Additional Services performed or furnished under Exhibit A, Part 2, as set forth in Exhibit C. C. For Reimbursable Expenses. In addition to payments provided for in paragraphs 4.01.A and 4.01.B, O\VNER shall pay ENGINEER for Reimbursable Expenses incurred by ENGINEER and ENGINEER's Consultants as set forth in Exhibit C. 4.02 Other Provisions Concerning Payments A. Preparation of Invoices. Invoices will be prepared in accordance with ENGINEER's standard invoicing practices and will be submitted' to OWNER by ENGINEER, unless otherwise agreed. The amount billed in each invoice will be calculated as set forth in Exhibit C. B. Payment of Invoices. Invoices are due and payable within 30 days of receipt C. Disputed Invoices. In the event of a disputed or contested invoice, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 2 of 12 D. Payments Upon Termination. . 1. In the event of any termination ,under paragraph 6.06, ENGINEER will be entitled to invoice O\VNER and will be paid in accordance with Exhibit C for all services performed or furnished and all Reimbursable Expenses incurred through the effective date of termination. 2. In the event of termination, the terminiation expenses are in addition to the compensation for Basic and Additional services, and include expenses which are directly attributable to termination. E. Records of ENGINEER's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement shall be k~pt in accordance with generally accepted accounting practices. To the extent necessary to verify ENGINEER's charges and upon OWNER's timely request, copies of such records will be made available to OWNER at cost. F. Legislative Actions. In the event of legislative actions after the Effective Date of the Agreement by any level of government that impose taxes, fees, or costs on ENGINEER's services or other costs in connection with this Project or compensation therefor, such new taxes, fees, or costs shall be invoiced to and paid by OWNER as a Reimbursable Expense to which a Factor of 1.0 shall be applied. Should such taxes, fees, or costs be imposed, they shall be in addition to ENGINEER's estimated total compensation. ARTICLE 5 - OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. ENGINEER's opinions of probable Construction Cost provided for herein are to be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best judgment as an experienced and qualified professional generally familiar with the industry. However, since ENGINEER has no control over the cost of labor, materials, equipment, or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, ENGINEER cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER. If O\VNER wishes greater assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit is established between O\VNER and ENGINEER, such Construction Cost limit and a statement of ENGINEER's rights and responsibilities with . respect thereto will be specifically set forth in Exhibit F, "Construction Cost Limit," to this Agreement. 5.03 Opinions of Total Project Costs A. ENGINEER assumes no responsibility for the accuracy of opinions of Total Project Costs. ARTICLE 6 - GENERAL CONSIDERATIONS 6.01 Standards of Performance A. The standard of care for all professional engineering and related services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, ill connection with ENGINEER's services. B. ENGINEER shall be responsible for the technical accuracy of its services and documents resulting therefrom, and OWNER shall not be responsible for discovering deficiencies' therein. ENGINEER shall correct such deficiencies without additional compenSation except to the extent such action is directly attributable to deficiencies in O\VNER-furnished information. C. ENGINEER snaIl perform or furnish professional engineering and related services in all phases of the Project to which this Agreement applies. ENGINEER shall serve as OWNER's prime professional for the Project. ENGINEER may employ such ENGINEER's Consultants as ENGINEER deems necessary to assist in the performance or furnishing of the services. ENGINEER shall not be required to employ any ENGINEER's Consultant unacceptable to ENGINEER. D. ENGINEER and O\VNER shall comply with applicable Laws or Regulations and OWNER-mandated standards. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications ,to OWNER's responsibilities or to ENGINEER's scope of services, times of performance, or compensation. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 3 of 12 E. OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by OWNER to ENGINEER pursuant to this Agreement. ENGINEER may use such requirements, reports, data, and information in performing or furnishing services under this Agreement. F. O\VNER shall make decisions and carry out its other responsibilities in a timely manner and shall bear all costs incident thereto so as not to delay the services of ENGINEER. G. Prior to the commencement of the Construction Phase, OWNER shall notify ENGINEER of any variations from the language indicated in Exhibit E, "Notice of Acceptability of Work," or of any other notice or certification that ENGINEER will be requested to provide to OWNER or third parties in connection with the Project. O\VNER and ENGINEER shall reach agreement on the terms of any such requested notice or certification, and O\VNER shall authorize such Additional Services as are necessary to enable ENGINEER to provide the notices or certifications requested. H. ENGINEER shall not be required to sign any documents, no matter by whom requested, that would result in the ENGINEER'~ having to certify, guarantee or warrant the existence of conditions whose existence the ENGINEER cannot ascertain. . O\VNER agrees not to make resolution of any dispute with the ENGINEER or payment of any amount due to the ENGINEER in any way contingent upon the ENGINEER's signing any such certification. 1. During the Construction Phase, ENGINEER shall not supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. 1: ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. K. ENGINEER shall not be responsible for the acts or omissions of any Contractor( s), subcontractor or supplier, or of any of the Contractor's agents or employees or any other persons (except ENGINEER's own employees) at the Site or otherwise furnishing or performing any of the- Contractor's work; or for any decision made on interpretations or clarifications of the Contract Documents given by OWNER without consultation and advice of ENGINEER. L. The General Conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee (Document No. 1910-8, 1996 Edition) unless both parties mutually agree to Use other General Conditions as specifically referenced in Exhibit 1: 6.02 Authorized Project Representatives A. Contemporaneous with the execution of this Agreement, ENGINEER and O\VNER shall designate specific individuals to act as ENGINEER's and O\VNER's representatives with respect to the services to be performed or furnished by ENGINEER and responsibilities of OWNER under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective party. 6.03 Design without Construction Phase Services OMITTED 6.04 Use of Documents A. All Documents are instruments of service in respect to this Project, and ENGINEER shall retain an ownership and property interest therein (including the right of reuse at the discretion of the ENGINEER) whether or not the Project is completed. B. Copies of OWNER-furnished data that maybe relied upon by ENGINEER are limited to the printed copies (also known as hard copies) that are delivered to the ENGINEER pursuant to Exhibit B. Files in electronic media format of text, data, graphics, or of other types that are furnished by OWNER to ENGINEER are only for convenience of ENGINEER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. C. Copies of Documents that may be relied upon by OWNER are limited to the printed copies (also known as hard copies) that are signed or sealed by the ENGINEER. files in electronic media format of text, data, graphics, or of other types that are furnished by E~GINEER to OWNER are only for convenience of O\VNER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. Standard Form of Agreement Between Owner and Engineer for.Professional Se~ices Page 4 of 12 D. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. ENGINEER shall not be responsible to maintain documents stored in electronic media format after acceptance by O\VNER. E. When transferring documents in electronic media format, ENGINEER makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by ENGINEER at the beginning of this Project. F. OWNER may make and retain copies of Documents for information and reference in connection with use on the Project by O\VNER. Such Documents are not intended or represented to be suitable for reuse by O\VNER or others on extensions of the Project or on any other project. Any such reuse or modification without written verification or adaptation by ENGINEER, as appropriate for the specific purpose intended, will be at O\VNER's sole risk and without liability or legal exposure to ENGINEER or to ENGINEER's Consultants. O\VNER shall indemnify and hold harmless ENGINEER and ENGINEER's Consultants from all claims, damages, losses, and expenses, including attorneys' fees arising out of or resulting therefrom G. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. H. Any verification or adaptation of the Documents for extensions of the Project or for any other project will entitle ENGINEER to further compensation at rates to be agreed upon by O\VNER and ENGINEER. 6.05 Insurance A. ENGINEER shall procure and maintain insurance as set forth in Exhibit G, "Insurance." B. OWNER shall procure and maintain insurance as set forth in Exhibit G,"Insurance." O\VNER shall cause ENGINEER and ENGINEER's Consultants to be listed as additional insureds on any general liability or property insurance policies carried by O\VNER which are applicable to the Project. ' , C. OWNER shall require Contractor to purchase and maintain general liability and other insurance as specified in the Contract Documents and to cause ENGINEER and ENGINEER's Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project D. OWNER and ENGINEER shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of ENGINEER's services and at renewals thereafter during the life of the Agreement. E. All policies of property insurance shall contain provisions to the effect that ENGINEER's and ENGINEER's Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. F. At any time, O\VNER may request that ENGINEER, at OWNER's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by OWNER, with the concurrence of ENGINEER, and if commercially available, ENGINEER shall obtain and shall require ENGINEER's Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time' as requested by O\VNER, and Exhibit G will be supplemented to incorporate these requirements. 6.06 Termination A. The obligation to provide :further services under this Agreement may be terminated: 1. For cause, a. By either party upon 7 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b. By ENGINEER: 1) upon 7 days written notice if ENGINEER believes that ENGINEER is being requested by O\VNER to furnish or perform services contrary to ENGINEER's responsibilities as a licensed professional; or 2) upon 7 days written notice if the ENGINEER's services for the Project are delayed or suspended for more than 90 days for reasons beyond ENGINEER's control. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 5 of 12 3) ENGINEER shall have no liability to OWNER on account of such termination. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within seven days of receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, a. By OWNER effective upon the receipt of notice by ENGINEER. B. The terminating party under paragraphs 6.06.A.1 or 6.06.A.2 may set the effective date of termination at a time up to 30 days later than otherwise provided to allow ENGINEER to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly fIles. 6.07 Controlling Law A. This Agreement is to be governed by the law of the state in which the Project is located. 6.08 Successors, Assigns, and Beneficiaries A. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 6.08.B the assigns of O\VNER ,and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. B. Neither OWNER nor ENGINEER may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or 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 responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by O\VNER or ENGINEER to any Contractor, Contractor's subcontractor, supplier,' other individual or entity, or to any surety for or employee of any of them 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. The OWNER agrees that the substance of the provisions of this paragraph 6.08.C shall appear in the Contract Documents. 6.09 Dispute Resolution A. OWNER and ENGINEER agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to exercising their rights under Exhibit H or other provisions of this Agreement, or under law. All disputes shall be be determined in Superior Court of Richmond County. It is agreed that venue and jurisdiction is proper in said court. 6.10 Hazardous Environmental Condition A. OWNER represents to Engineer that to the best of its knowledge a Hazardous Environmental Condition does not exist. B. OWNER has disclosed to the best of its knowledge to ENGINEER the existence of all Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Material located at or near the Site, including type, quantity and location. C. If a Hazardous Environmental Condition is encountered or alleged, ENGINEER shall have the obligation to notify OWNER and, to the extent of applicable Laws and Regulations, appropriate governmental officials. D. It is acknowledged by both parties that ENGINEER's scope of services does not include any services related to a Hazardous Environmental Condition. In the event ENGINEER or any other party encounters a Standard Form of Agreement Between Owner and Engineer for Professional Services Page 6 of 12 Hazardous Environmental Condition, ENGINEER may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until O\VNER: (i) retains appropriate specialist consultant( s) or contractor( s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations. E. OWNER acknowledges that ENGINEER is performing professional services for O\VNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Enviroiunental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the Site in connection with ENGINEER's activities under this Agreement. F. If ENGINEER's services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of the condition shall justify ENGINEER's terminating this Agreement for cause on 30 days notice. 6.11 Allocation of Risks A. Indemnification 1. To the fullest extent permitted by law, ENGINEER shall indemnify and hold harmless O\VNER, O\VNER's officers, directors, partners, and employees from and against any and all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of ENGINEER or ENGINEER's officers, directors, partners, employees, and ENGINEER's Consultants in the performance and furnishing of ENGINEER's services under this Agreement. 2. To the fullest extent permitted by law, O\VNER shall indemnify and hold harmless ENGINEER, ENGINEER's officers, directors, partners, employees, and ENGINEER's Consultants from and against any and all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of OWNER or OWNER's officers, directors, partners, employees, and OWNER's consultants with respect to this Agreement or the Project. 6.12 Notices A. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signatUre page and given personally, or by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. 6.13 Survival A. All express representations, indemnifications, or limitations of liability included in this Agreement will survive its completion or termination for any reason. 6.14 Severability A. Any provision or part of the Agreement 'held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 6.15 Waiver A. Non-enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 6.16 Headings A. The headings used in this Agreement are for general reference only and do not have special significance. ARTICLE 7 - DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) and printed with initial or all capital letters, the terms listed below have the meanings indicated, which are applicable to both the singular and plural thereof: Standard Form of Agreement Between Owner and Engineer for Professional Services Page 7 of 12 1. Addenda--Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 12. Construction Cost--The cost to O\VNER of those portions of the entire Project designed or specified by ENGINEER. Construction Cost does not include costs of services of ENGINEER or other design professionals and consultants, cost of land, rights-of-way, or compensation' for damages to properties, or OWNER's costs for legal, accounting, insurance counseling or auditing services, or interest and fInancing charges incurred in connection with the Project, or the cost of other services to be provided by others to O\VNER pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 2. Additional Services-- The services to be performed for or furnished to O\VNER by ENGINEER in accordance with Exhibit A, Part 2 of this Agreement. 3. Agreement--This "Standard Form of Agreement between O\VNER and ENGINEER for Professional Services," including those Exhibits listed in Article 8 hereof. 4. Application for Payment--The form acceptable ,to ENGINEER which is to be used by Contractor in requesting progress or final payments for the completion of its Work and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 13. Contract Documents--Documents that establish the rights and obligations of the parties engaged in construction ahd' include the Construction Agreement between OWNER and Contractor, Addenda (which pertain to the Contract Documents), Contractor's Bid (including documentation accompanying the Bid and any post-Bid documentation submitted prior to the notice of award) when attached as an exhibit to the Construction Agreement, the notice to proceed, the bonds, appropriate certifications, the General Conditions, the Supplementary Conditions, the Specifications and the Drawings as the same are more specifically identified in the Construction Agreement, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders, and ENGINEER's written interpretations and clarifications issued on or after the Effective Date of the Construction Agreement. Approved Shop Drawings and the reports and drawings of subsurface and physical conditions are not Contract Documents. 5. Asbestos--Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Basic Services-- The services to be performed for or furnished to OWNER by ENGINEER in accordance with Exhibit A, Part 1, of this Agreement. 7. Bid-- The offer or proposal of the bidder submitted on the prescribed, form setting forth the prices for the Work to be performed. 8. Bidding Documents-- The advertisement or invitation to Bid, instructions to bidders, the Bid form and attachments, the Bid bond, if any, the proposed Contract Documents, and all Addenda, if any. 14. Contract Price--The moneys payable by O\VNER to Contractor for completion of the Work in accordance with the Contract Documents and as stated in the Construction Agreement. 9. Change Order--A document recommended by ENGINEER, which is signed by Contractor and OWNER to authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Construction Agreement. 15. Contract Times--The numbers of days or the dates stated in the Construction Agreement to: (i) achieve Substantial Completion, and (ii) complete the Work so that it is ready for [mal payment as evidenced by ENGINEER's written recommendation of final payment. 10. Construction Agreement--The written instrument which is evidence of the agreement, contained in the Contract Documents, between O\VNER and Contractor covering the Work. 16. Contractor--An individual or entity with whom O\VNER enters into a Construction Agreement. 11. Construction Contract--The entire and integrated written agreement between the OWNER and Contractor concerning the Work. 17. Correction Period-- The time after Substantial Completion during which Contractor must correct, at no cost to OWNER, any Defective Work, normally one year after the date of Substantial Completion or such longer period of time as may be prescribed by Laws or Standard Form of Agreement Between Owner and Engineer for Professional Services Page 8 of 12 Regulations or by the terms of any applicable special guarantee or specific provision of the Contract Documents. 26. Hazardous Environmental Condition--The presence at the Site of Asbestos, PCB's, Petroleum, Hazardous Waste, or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 18. Defective--An adjective which, when modifying the word Work, refers to Work that is unsatisfactory, faulty, or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to ENGINEER's recommendation of fmal payment. 27. Hazardous Waste--The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 19. Documents--Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by ENGINEER to OWNER pursuant to this Agreement. 28. Laws and Regulations; Laws or Regulations-- Any and all applicable laws, rules, regulations, ordinances, codes, standards,' and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 29. PCB's--PolycWorinated biphenyls. 20. Drawings--That part of the Contract Documents prepared or approved by ENGINEER which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defmed. 30. Petroleum--Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non- Hazardous Waste and crude oils. 21. Effective Date of the Construction Agreement-- The date indicated in the Construction Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Construction Agreement is signed and delivered by the last of the two parties to sign and deliver. 31. Radioactive Materials--Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 22. Effective Date of the Agreement-- The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 23. ENGINEER's Consultants--Individuals or entities having a contract with ENGINEER to furnish services with respect to this Project as ENGINEER's independent professional associates, consultants, subcontractors, or vendors. The term ENGINEER includes ENGINEER's Consultants. 32. Record Drawings-- The Drawings as issued for construction on which the ENGINEER, upon completion of the Work, has shown changes due to Addenda or Change Orders and other information which ENGINEER considers significant based on record documents' furnished by Contractor to ENGINEER and which were annotated by Contractor to show changes made during construction. 24. Field Order--A written order issued by ENGINEER which directs minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 33. Reimbursable Expenses--The expenses incurred directly by ENGINEER in connection with the performing or furnishing of Basic and Additional Services for 'the Project for which O\VNER shall pay ENGINEER as indicated in Exhibit C. 25. General Conditions-That part of the Contract Documents which sets forth terms, conditions, and procedures that govern the Work to be performed or furnished by Contractor with respect to the Project. 34. Resident Project Representative-- The authorized representative of ENGINEER, if any, assigned to assist ENGINEER at the Site during the Construction Phase. The Resident Project Representative will be ENGINEER's agent or employee and under ENGINEER's supervision. As used herein, the term Resident Project Representative Standard Form of Agreement Between Owner and Engineer for Professional Services Page 9 of 12 includes any assistants of Resident Project Representative agreed to by OWNER. The duties and responsibilities of the Resident Project Representative are as set forth in Exhibit D. 35. Samples--Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 36. Shop Drawings--All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to ENGINEER to illustrate some portion of the Work. 37. Site--Lands or areas indicated in the Contract Documents as being furnished by OWNER upon which the Work is to be performed, rights-of-way and easements for access thereto, and such other lands furnished by OWNER which are designated for use of Contractor. 38. Specifications--That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 39. Substantial Completion--The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 40. Supplementary Conditions-- That part of the Contract Documents which amends or supplements the General Conditions. 41. Total Project Costs-- The sum of the Construction Cost, allowances for contingencies, the total costs of services of ENGINEER or other design professionals and consultants, cost of land, rights-of-way, or compensation for damages to properties, or OWNER's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project, or the cost of other services to be provided by others to O\VNER pursuant to Exhibit B of this Agreement. 42. Work--The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents with respect to this Project. Work includes and is the result of performing or furnishing labor, services, and documentation necessary to produce such construction and furnishing, installing, and ,incorporating all materials and all equipment into such construction, all as required by the Contract Documents. 43. Work Change Directive--A written directive to Contractor issued on or after the Effective Date of the Construction Agreement and signed by OWNER upon recornmendation of the ENGINEER, ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 44. Written Amendment--A written amendment of the Contract Documents signed by OWNER and Contractor ,on or after the Effective Date of the Construction Agreement and normally dealing with the non-engineering or non-technical rather than strictly construction-related aspects of the Contract Documents. ARTICLE 8 PROVISIONS EXEITBITS AND SPECIAL 8.01 Exhibits Includ'ed A. Exhibit A, "ENGINEER's Services," consisting of 8 pages. B. Exhibit B, "O\VNER's Responsibilities," consisting of3 pages. C. Exhibit C, "Payments to Engineer for Services and Reimbursable Expenses," consisting of2 pages. D. Exhibit D, OMITTED E. ' Exhibit E, ''Notice of Acceptability of Work," consisting of2 pages. F. Exhibit F, "Construction Cost Limit," consisting of 1 page. Standard Form of Agreement Between Owner and Engineer for Professional Services Page 10 of 12 G. Exhibit G, "Insurance," consisting of I page. H. Exhibit H, "Dispute Resolution," consisting of 1 page. 1. Exhibit I OMITTED J. Exhibit J, "Special Provisions," consisting of 1 page. 8.02 Total Agreement A. This Agreement (consisting of pages I to 12 inclusive, together with the Exhibits identified above) constitutes the entire agreement between O\VNER 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., Standard Form of Agreement Between Owner and Engineer for Professional Services Page 11 of 12 1Ju.l fl~ IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. O\VNER: ENGINEER Au By: y Vice President Date Signed: Date Signed: Address for giving notices: ;;/(}1 I uxPr , Address for giving notices: Municipal Building Johnson, Laschober and Associates 530 Greene Street 1296 Broad Street Augusta, Georgia 30911 Augusta, Georgia 30901 Designated Representative (paragraph 6.02.A): Designated Representativ~aragra;~!;i.02~Al TomF. Bock, k / J.. ,/outf Title: Parks and Recreation Dept. Director Darren R. Prickett, RLA Title: Project Manager Phone Number: 706-724-5756 Phone Number: 706-796-5025 Facsimile Number: 706-796-4099 Facsimile Number: 706-724-3955 E-Mail Address: E-Mail Address: Standard Form of Agreement Between Owner and Engineer for Professional Services Page 12 of 12 dprickett@jla-engineers.com This is EXIllBIT A, consisting of 8 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21, 2008. () I L- Initial: rr OWNER ENGINE~ ENGINEER's Services Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER shall provide Basic and Additional Services as set forth below. PART 1 -- BASIC SERVICES A1.01 Preliminary Design Phase A. ,After the development of a Scope of Work developed by the O\VNER. and any specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall: 1. On the basis of the above acceptance, selection, and authorization, prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 2. Advise OWNER if additional reports, data, information, or services of the types described in Exhibit Bare necessary and assist O\VNER in obtaining such reports, data, information, or services. 3. Based on the information contained in the Preliminary Design Phase documents, submit a revised opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, which will be itemized as provided in paragraph A1.01.A.5. 4. Furnish the Preliminary Design Phase documents to and review them with O\VNER. , 5. Submit to O\VNER 3 final copies of the Preliminary Design Phase documents within 30 days after authorization to proceed with this phase. Owner must approve Preliminary Design before Final Design Phase may begin. B. ENGINEER's services under the Preliminary Design Phase will be considered complete on the date when final copies of the Preliminary Design Phase documents have been delivered to OWNER. A1.02 Final Design Phase A. After acceptance by O\VNER of the Preliminary Design Phase documents and revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER-directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from OWNER, ENGINEER shall: 1. On the basis of the above acceptance, direction, and authorization, prepare final Drawings indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. Specifications will be prepared, where appropriate, in general conformance with the 16-division format of the Construction Specifications Institute. Page 1 of 8 Pages (Exhibit A - ENGINEER's Services) 2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project and assist O\VNER in consultations with appropriate authorities. 3. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, itemized as provided in paragraph A1.01.A.5. 4. Prepare and furnish Bidding Documents for review and approval by OWNER, its legal counsel, and other advisors, as appropriate, and assist OWNER in the preparation of other related documents. 6. Submit 3 final copies of the Bidding Documents and a revised opinion of probable Construction Cost to OWNER within 30 days after authorization to proceed with this phase. B. 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 V{ork 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, Construction, and Post-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 or become an amendment to Exhibit A whether or not the work under such contracts is to proceed concurrently. C. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's compensation has been established under this Agreement is 1. D. ENGINEER's services under the Final Design Phase will be considered complete on the date when the submittals required by paragraph A I. 03.A. 6 have been delivered to OWNER. Al.03 Bidding or Negotiating Phase A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase, and upon written authorization by OWNER to proceed, ENGINEER shall: 1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work 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 Contractor deposits or charges for the Bidding Documents. 2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 3. Consult with O\VNER as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by Contractor for those portions of the Work as to which such acceptability is required by the Bidding Documents. 4. Attend the Bid opening, prepare Bid tabulation sheets, and assist OWNER in evaluating Bids or proposals and in assembling and awarding contracts for the Work. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors (except as may be required if Exhibit F is a part of this Agreement). A1.04 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from OWNER, ENGINEER shall: Page 2 of 8 Pages (Exhibit A - ENGINEER's Services) 1. General Administration of Construction Contract. Consult with O\VNER and act as OWNER's representative as provided in the General Conditions. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said General Conditions shall not be modified, 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 O\VNER in dealings with Contractor to the extent provided in this Agreement and said General Conditions except as otherwise provided in writing. 2. Pre-Construction Conference. Participate in a Pre-Construction Conference prior to commencement of Work at the Site. 3. Baselines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work which in ENGINEER's judgment are necessary to enable Contractor to proceed. 4. Visits to Site and Observation of Construction. In connection with observations of Contractor's work in progress while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER deems necessary, in order to observe as an experienced and qualified design professional the progress and quality of the Work. Such visits and observations by ENGINEER, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work in progress 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 as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and such observations, ENGINEER will determine in general if Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep O\VNER informed of the progress of the Work. b. The purpose of ENGINEER's visits to, and representation by the Resident Project Representative, if any, at the Site, will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, 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 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. 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 Contractor's work, 'or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing 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. 5. Defective Work. Recommend to OWNER that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, 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. 6. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's 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. . Page 3 of 8 Pages (Exhibit A - ENGINEER's Services) 7. Change Orders and Work Change Directives. Recommend Change Orders and Work Change Directives to O\VNER, as appropriate, and prepare Change Orders and Work Change Directives as required. 8. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to 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 Proj ect 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. ENGINEER has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to ENGINEER. 9. Substitutes and "or-equal." Evaluate and determine the acceptability of substitute or "or-equal" materials and equipment proposed by Contractor, but subject to the provisions of paragraph Al.02.A.2 of this Exhibit A. 10. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations 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. 11. Disagreements between OWNER and Contractor. Render formal written decisions on all claims of OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of Contractor's work. In rendering such decisions, ENGINEER shall be fair and not show partiality to O\VNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 12. Applications for Payment. Based on ENGINEER's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. 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 ENGINEER's knowledge, information and belief, Contractor's work has progressed to the point indicated, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfIlled in so far as it is ENGINEER's responsibility to observe Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of Contractor's work (subject to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in paragraph A1.05.A.6.a are expressly subject to the limitations set forth in paragraph A1.05.A.6.b and other express or general limitations in this Agreement and elsewhere. b. By recommending any payment, ENGINEER shall not thereby be deemed to have represented that observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGINEER's recommendation of any payment including fmal payment will impose on ENGINEER responsibility to supervise, direct, or control Contractor's work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations 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 determine that title to any portion of the work in progress, materials, or equipment has passed to OWNER free Page 4 of 8 Pages (Exhibit A - ENGINEER's Services) and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between O\VNER and Contractor that might affect the amount that should be paid. 13. Contractor's Completion Documents. a. Receive and review maintenance and operating instructions, schedules, and guarantees. b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved as provided under paragraph A1.05.A.1O, and the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain [mal payment. The extent of such ENGINEER's review will be limited as provided in paragraph AI. 05.A1 O. c. ENGINEER shall transmit these documents to O\VNER. 14. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with OWNER and Contractor, 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 certificate of Substantial Completion to OWNER and Contractor. 15. Additional Tasks. Perform or provide the following additional Construction Phase tasks or deliverables: 16. Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, [mal payment to Contractor. Accompanying the recommendation for [mal payment, ENGINEER shall also provide a notice in the form attached hereto as Exhibit E (the "Notice of Acceptability of Work") that the Work is acceptable (subject to the provisions of paragraph Al.05.A14.b) to the best of ENGINEER's knowledge, information, and belief and based on the extent of the services provided by ENGINEER under this Agreement. B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by ENGINEER for final payment to Contractors. If the Project involves rnore than one prime contract as indicated in paragraph A1.03.C, Construction Phase services may be rendered at different times in respect to the separate contracts. C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or.of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. ENGINEER shall not be fesponsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. PART 2 - ADDITIONAL SERVICES A2.01 Additional Services Requiring OWNER's Authorization in Advance A. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement. 1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Proj ect. Page 5 of 8 Pages (Exhibit A - ENGINEER's Services) 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 O\VNER. 3. Services resulting from significant changes in the scope, extent, or character of the portions of the Proj ect designed or specified by ENGINEER or its design requirements including, but not limited to, changes in size, complexity, O\VNER's schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond ENGINEER's control. 4. Services resulting from O\VNER's request to evaluate additional Study and Report Phase alternative solutions beyond those identified in paragraph A 1. 0 I.AA. 5. Services required as a result of O\VNER's providing incomplete or incorrect Project information with respect to Exhibit B. 6. Providing renderings or models for O\VNER's use. 7. Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining fmancing for the Project; evaluating processes available for licensing, and assisting O\VNER in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by O\VNER. 8. Furnishing services of ENGINEER's Consultants for other than Basic Services. 9. Services attributable to more prime construction contracts than specified in paragraph AI. 03. C. 10. Services during out-of-town travel required of ENGINEER other than for visits to the Site or O\VNER's office. 11. Preparing for, coordinating with, partJ.clpating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibility review requested by O\VNER; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by O\VNER for the Work or a portion thereof. 13. Determining the acceptability of substitute materials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. 14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required by Exhibit F. 15. Providing construction surveys and staking to enable Contractor to perform its work other than as required under paragraph A1.05.A.5, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 16. Providing Construction Phase services beyond the Contract Times set forth in Exhibit C. 17. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current Laws and Regulations. 18. Preparing and furnishing to O\VNER Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor. Page 6 of 8 Pages (Exhibit A - ENGINEER's Services) 19. Preparation of operation and maintenance manuals. 20. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other dispute resolution process related to the Project. 21. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by O\VNER under paragraph 6.01.G of the Agreement. 22. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement. A2.02 Required Additional Services A. ENGINEER shall perform or furnish, without requesting or receiving specific advance authorization from O\VNER, the Additional Services of the types listed below. ENGINEER shall advise O\VNER in writing promptly after starting any such Additional Services. I. Services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered. 2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or-equal" items; and services after the award of the Construction Agreement in evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project or an excessive number of substitutions. 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 4. Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor. 5. Services (other than Basic Services during the Post-Construction Phase) in connection with any partial utilization of any part of the Work by OWNER prior to Substantial Completion. 6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. ' Page 7 of 8 Pages (Exhibit A - ENGINEER's Services) This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21,2008. IlJ- Initial: jf~ OWNER ENGINE~ OWNER's Responsibilities Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities ofO\VNER as set forth in this Agreement, OWNER shall: A. Provide ENGINEER with all criteria and full information as to O\VNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications; and furnish copies of OWNER's standard forms, conditions, and related documents for ENGINEER to include in the Bidding Documents, when applicable. B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. C. Following ENGINEER's assessment of initially-available Project information and data and upon ENGINEER's request, furnish or otherwise make available such additional Project related information and data as is reasonably required to enable ENGINEER to complete its Basic and Additional Services. Such additional information or data would generally include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical. conditions in or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic surveys, with appropriate professional interpretation thereof. 5. Environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. D. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of a Hazardous Environmental Condition or of any other development that affects the scope or time of performance of ENGINEER's services, or any defect or nonconformance in ENGINEER's services or in the work of any Contractor. E. Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required. F. Arrange for safe access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under the Agreement. Page 1 of 3 Pages (Exhibit B - OWNER's Responsibilities) G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as O\VNER deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by ENGINEER and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. ' 1. Provide, as required for the Project: I. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. 2. Legal services with regard to issues pertaining to the Project as O\VNER requires, Contractor raises, or ENGINEER reasonably requests. 3. Such auditing services as O\VNER requires to ascertain how or for what purpose Contractor has used the moneys paid. 4. Placement and payment for advertisement for Bids in appropriate publications. J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructibility review. K.. Furnish to ENGINEER data as to O\VNER's anticipated costs for services to be provided by others for OWNER so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's opinion of Total Project Costs. L. If OWNER designates a construction manager or an individual or entity other than, or in addition to, ENGINEER to represent OWNER at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of ENGINEER. M. If more than one prime contract is to be awarded for the Work designed or specified by ENGINEER, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and defme and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, responsibilities, and authority of ENGINEER as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. N. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job related meetings, and Substantial Completion and fmal payment inspections. O. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of Samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of O\VNER, prior to their incorporation into the Work with appropriate professional interpretation thereof. P. Provide inspection or monitoring services by an individual or entity other than ENGINEER (and disclose the identity of such individual or entity to ENGINEER) as O\VNER determines necessary to verify: 1. That Contractor is complying with any Laws and Regulations applicable to Contractor's performing and furnishing the Work. 2. That Contractor is taking all necessary precautions for safety of persons or property and complying with any special provisions of the Contract Documents applicable to safety. Page 2 of 3 Pages (Exhibit B - OWNER's Responsibilities) Q. Provide ENGINEER with the findings and reports generated by the entities providing services pursuant to paragraphs B2.01.0 and P. R. Perform or provide the following additional services: Page 3 of 3 Pages (Exhibit B - OWNER's Responsibilities) This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21, 2008. a~ Initial: OWNER ENGINEER ~ Payments to ENGINEER for Services and Reimbursable Expenses Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 4 -- PAYMENTS TO THE ENGINEER-- C4.01 For Basic Services Having A Determined Scope - Lump Sum Method of Payment A. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit A, except for services of ENGINEER's Resident Project Representative and Post-Construction Phase services, if any, as follows: 1. A Lump Sum amount of $5,420.00 based on the following assumed distribution of compensation: a. Prelim Design/Master Plan b. Final Design Phase c. Bidding Phase d. Construction Phase $542 $3,252 $542 $1,084 4. ENGINEER may alter the distribution of compensation between individual phases of the work noted herein to be consistent with services actuallY'rendered, but shall not exceed the total estimated compensation amount unless approved in writing by OWNER. 5. The total estimated compensation for ENGINEER's services included in the breakdoWn by phases as noted in paragraph 4.01.A.3 incorporates all labor, overhead, profit. All Reimbursable Expenses except printing and reprographics are included in lump sum fee. 6. The portion of the Lump Sum amount billed for ENGINEER's services will be based upon ENGINEER'Ss estimate of the proportion of the total services actually complete duing the billing period to the Lump Sum. A. The Lump Sum is conditioned on Contract Times to complete the Work not exceeding 5 months. Should the Contract Times to complete the Work be extended beyond this period, the total compensation to ENGINEER shall be appropriately adjusted. C4.02 For Additional Services A. Owner shall pay ENGINEER for Additional Services as follows: A. General. For services of ENGINEER's employees engaged directly on the Project pursuant to paragraph A2.01 or A2.02 of Exhibit A, an amount equal to the cumulative hours charged to the Project by each ENGINEER's employees times Standard Hourly Rates for each applicable billing class for all Additional Services performed on the project, plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. B. Compensation for ENGINEER's Consultants for such services will be on the basis provided in paragraph C4.05. C4.03 For Reimbursable Expenses A. When not included in compensation for Basic Services under paragraph C4.0l, OWNER shall pay ENGINEER for Reimbursable Expenses at the rate set for in Appendix 1 of this Exhibit C. A. Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; obtaining bids or proposals from Contractor(s); providing and maintaining field office facilities including furnishings and utilities; toll telephone calls and telegrams; reproduction of reports, drawings, specifications, bidding documents, and Sheet C-2 Page 1 of 2 page (Exhibit C - Basic Services With Determined Scope -- Standard Hourly Rates Method of Payment) C4.04 A. C4.05 A. C4.06 B. Sheet C-3 B. similar project related items in addition to those required under Exhibit A, and, if authorized in advance by O\VNER, overtime work requiring higher than regular rates. In addition, if authorized in advance by OWNER, reimbursable expenses will also include expenses incurred for computer time and the use of highly specialized equipment. The amounts payable to ENGINEER for reimbursable expenses will be the Project- related internal expenses actually incurred or allocated by ENGINEER, plus all invoiced external reimbursable expenses. allocable to the Project, the latter multiplied by a Factor of 1.15. The Reimbursable Expenses Schedule will be adjusted annually (as of June I, 2006) to reflect equitable changes in the compensation payable to ENGINEER. c. For ENGINEER's Consultant's Charges Whenever compensation to, ENGINEER herein is stated to include charges to ENGINEER's Consultants, those charges shall be the amounts billed by ENGINEER's Consultants to ENGINEER times a Factor of 1.15. Factors External Reimbursable Expenses and ENGINEER's Consultant's factors include ENGINEER's overhead and profit associated with ENGINEER's responsibility for the administration of such services and costs. Other Provisions ConcemingPayment Progress Payments. The portion of the amounts billed for ENGINEER's services which are identified in paragraphs C4.02 and C4.03 will be during the billing period based on cumulative hours charged to the Project by each class of ENGINEER's employees times the Standard Hourly Rate for each class, plus Reimbursable Expenses and ENGINEER's Consultant's charges incurred, if any. C. Extended Contract Times. Should the Contract Times to complete the Work be extended beyond the period identified in paragraph C4.01, payment for ENGINEER's services shall be continued based on the Standard Hourly Rates Method of Payment. Page 2 of 2 pages (Exhibit C - Basic Services With Determined Scope -- Direct Labor Costs Times a Factor Method of Payment) This is Appendix 1 to EXHIBIT C, consisting of I page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21, 2008. aM Initial; OWNER ENGINE~ Reimbursable Expenses Schedule Current agreements for engineering services stipulate that the Reimbursable Expenses are subject to review and adjustment per Exhibit C. Reimbursable expenses for services performed on the date of Agreement are: 1.15 times direct expenses. Sheet C-14 Page 1 of 1 pages (Appendix 1 to Exhibit C - Reimbursable Expenses Schedule) This is Appendix 2 to EXHIBIT C,consisting of 1 page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21, 2008. ~~ OWNER ENGINEER Initial: ~ Standard Hourly Rates Schedule Current agreements for engineering services stipulate that the standard hourly rates are subject to review and adjustment per Exhibit C. Hourly rates for services performed on the date of the Agreement are: Billing Class 9 Partner in Charge $ 175/hour Billing Class 8 Senior Engineer $ 140/hour Billing Class 7 Project Manager $115/hour Billing Class 6 Engineer $90/hour Billing Class 5 Landscape Architect I $75/hour Billing Class 4 Landscape Architect II $ 55/hour Billing Class 3 Designer/CAD Operator $ 62/hour Billing Class 2 Support Staff $40/hour Sheet C-15 Page 1 of 1 page (Appendix 2 to Exhibit C - Standard Hourly Rates Schedule) This is EXHIBIT D, consisting of 1 page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21,2008. a <<OWNER fJ ~NGINEER Duties, Responsibilities, and Limitations of Authority of Resident Project Representative Initial: ~ OMITTED Page 1 of 1 Page (Exhibit D - Resident Project Representative) This is EXHIBIT E, consisting of 2 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21,2008. f).~WNER ~p ~~GINEER Initial: c4= NOTICE OF ACCEPTABILITY OF WORK PROJECT: O\VNER: O\VNER's Construction Contract Identification: EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT: CONSTRUCTION CONTRACT DATE: ENGINEER: To: OWNER And To: CONTRACTOR The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work furnished and performed by CONTRACTOR under the above Contract is acceptable, expressly subject to the provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof. By: Title: Dated: Page 1 of 2 Pages (Exhibit E - Notice of Acceptability of Work) (Reverse side of Notice) CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the , following terms and conditions to which all persons who receive said Notice and rely thereon agree: 1. Said Notice is given with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. Said Notice reflects and is an expression of the professional judgment of ENGINEER. 3. Said Notice is given as to the best of ENGINEER's knowledge, information, and belief as of the date hereof. 4. Said Notice is based entirely on and expressly limited by the scope of services ENGINEER has been employed by OWNER to perform or furnish during construction of the Project (including observation of the CONTRACTOR's work) under ENGINEER's Agreement with O\VNER and under the Construction Contract referenced on the reverse hereof, and applies only to facts that are within ENGINEER's knowledge or could reasonably have been ascertained by ENGINEER as a result of carrying out the responsibilities specifically assigned to ENGINEER under ENGINEER's Agreement with OWNER and the Construction Contract referenced on the reverse hereof. 5. Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the Construction Contract referenced on the reverse hereof nor an assumption of responsibility for any failure of CONTRACTOR to furnish and perform the Work thereunder in accordance with the Contract Documents. Page 2 of 2 Pages (Exhibit E - Notice of Acceptability of Work) This is EXHIBIT F, consisting of 1 page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21,2008. .v Initial: ~~ OWNER ENGINE~ Construction Cost Limit Paragraph 5.02 of the Agreement is amended and supplemented to include the following agreement of the parties: F5.02 Designing to Construction Cost Limit A. A Construction Cost limit for work done Eastview Park has been established and is to be $40,000. B. A bidding or negotiating contingency of 10 percent will be added to any Construction Cost limit established. C. The acceptance by OWNER at any time during Basic Services of a 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 permitted 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 delivery in the construction industry, the established Construction Cost limit will not be binding on ENGINEER, and O\VNER 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, O\VNER shall (1) 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 rnodify 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 1 of 1 Page (Exhibit F - Construction Cost Limit) This is EXHIBIT G, consisting of 1 page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21,2008. ~ OWNER ENGINEER Initial: c...L.t= Insurance Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties. G6.05 Insurance A. The limits of liability for the insurance required by paragraph 6.05.A and 6.05.B of the Agreement are as follows: 1. By ENGINEER: a. Workers' Compensation: Statutory b. Employer's Liability-- 1) Each Accident: 2) Disease, Policy Limit: 3) Disease, Each Employee: $ 500,000 $ 500,000 $ 500,000 c. General Liability -- 1) Each Occurrence (Bodily Injury and Property Damage): 2) General Aggregate: $ 1,000,000 $ 1,000,000 e. Automobile Liability -- 1) Combined Single Limit (Bodily Injury and Property Damage) $ 1,000,000 f. Professional Liability 1) Each Claim! Aggregate $ 500,000 $ 2. By OWNER: Self-Insured Page 1 of 1 Page (Exhibit G - Insurance) This is EXHIBIT H, consisting of 1 pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21,2008. ajr OWNER ENGINEER Initial: cJ,{= Dispute Resolution Paragraph 6.09 of the Agreement is amended and supplemented to include the following agreement of the parties: a.. During the pendency of any dispute that is not yet resolved, the Owner and the Engineer shall continue, in good faith, with the performance of any obligations of the Agreement. . Page 1 of I Page (Exhibit I - Allocation of Risks) This is EXHIBIT I, consisting of 1 page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21,2008. fJrOWNER /,Ill ENGINEER Allocation or Risks OMITTED Page 1 of 1 Page (Exhibit I - Allocation of Risks) Initial: c..Jl- This is EXHIBIT J, consisting of I page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated May 21,2008. ;,r Initial: ~=ER-e.JJ= Special Provisions 1. This Agreement is intended by the Parties to, and does, supersede any and all provisions of the Georgia Prompt Pay Act, O.C.G.A. Section 13-11-1, et seq. In the event any provision of this Agreement is inconsistent with any provision of the Prompt Pay Act, the provision of this Agreement shall control. Page I of 1Page (Exhibit J - Special Provisions)