The URL can be used to link to this page

Home My WebLink AboutProfessional Services- Design / Build Project Augusta Richmond GA DOCUMENT NAME: \)X"O-\- ~\t(\CAj se~\J \ Ce:S - - dCS\SO I bu \~ \d p't ucfcJ DOCUMENT TYPE: Gij l' .ee.r()!:rr\- YEAR: BOX NUMBER: \ \ FILE NUMBER: ~ \ l\ r;) NUMBER OF PAGES: &S .""':\ .f' ~":;.,..' -1f (. STANDARD FORM OF AGREEMENT BETWEEN I OWNER AND OWNER'S CONSULTANT FOR PROFESSIONAL SERVICES DESIGN/BUlLD PROJECT {, 'i- :i' ARTICLE 1 1.01 ARTICLE 2 2.01 ARTICLE 3 3.01 ARTICLE 4 4.01 4.02 ARTICLE 5 5.01 ARTICLE 6 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 ARTICLE 7 7.01 ARTICLE 8 8.01 8.02 ~ TABLE OF CONTENTS Page SERVICES OF OWNER'S CONSULTANT .................................................................... 2 Scope ....... .............. ....... ...... ............. ... ..... .... ........ ........ ...................... ...... .... .... ............ ...... 2 OWNER'S RESPONSIBILITIES .......... ....... ....... ............ .............. ........ ... .... ....... ............. 2 General .............................................................................................................................. 2 TIMES FOR RENDERING SERVICES .......................................................................... 2 General .............................................................................................................................. 2 PAYMENTS TO OWNER'S CONSULTANT ................................................................. 2 Payment for Services and Reimbursable Expenses of OWNER'S CONSULTANT ........ 2 Other Provisions Concerning Payments.. ..... ............. ....... ........................ ........ ................. 3 OPINIONS OF COST ............... ................ ............ ........................... ....................... .......... 3 Opinions of Probable Design/Build Cost .......................................................................... 3 GENERAL CONSIDERA TIONS..................................................................................... 3 Standards of Performance ...................... .............. ..................................... ...... ..... ............. 4 Authorized Project Representatives.... ..... ........... ..... ... .................................... ....... ........... 4 Services Limited to Conceptual Documents Phase Services............................................. 4 Use of Documents..... ........................................... ...... ................................ ....... ....... ......... 4 Insurance ........................................................................................................................... 5 Termination ........... ......................................... .................. ................... ...... .......... .............. 6 Controlling Law..... .......................................... ............ ......................... ....... ..... ...... .......... 6 Successors, Assigns, and Beneficiaries............... ......... .................... ................ ....... .......... 6 Dispute Resolution ... ... ........ ....... ............ ....... ..... ................................................ ............... 7 Hazardous Condition ... ........ ......... ........ ...... ... ..... ... ... ... ........... ............ ...... ..... .................... 7 Allocation of Risks -- Indemnification........................ ............................... ............ ........... 7 Notices............................................................................................................................... 8 Survival ............................................................................................................................. 8 Severabi I ity ........................................................................................................................ 8 Waiver............................................................................................................................... 8 Headings............................................................................................................................ 8 DEFINITIONS.................................................................................................................. 8 Defined Terms ............. ........................... ... .... ...... ...... ........................................................ 8 EXHIBITS................................................................................. ,........................................ 11 Exhibits Inc I uded................................................................................................................ 11 Total Agreement....... ...... .... ......... ..... .......... .............. .............. ............ ....... ....... .................. 11 {, . ~ ,- ;; STANDARD FORM OF AGREEMENT BETWEEN OWNER AND OWNER1S CONSULTANT FOR PROFESSIONAL SERVICES DESIGNIBUILD PROJECT TIllS IS AN AGREEMENT effective as of ("Effective Date") between Augusta-Richmond County and Johnson, Laschober & Associates, P.C. (OWNER) (OWNER's CONSULTANn OWNER intends to contract with a DesignlBuilder for the design and installation of the replacement chiller, boilers and swithgear located in the Augusta Richmond County Municipal building basement which is all of Phase 1 for RFQ #00-142 ("Project). OWNER and OWNER'S CONSULTANT in consideration of their mutual covenants as set forth herein agree as follows: Page I of 13 ~' ,- ARTICLE I-SERVICES OF OWNER'S CONSULTANT 1.01 Scope A. OWNER'S CONSULTANT shall provide the Basic and Additional Services enumerated in Exhibit 'A. B. Upon this Agreement becoming effective, OWNER'S CONSULTANT is authorized to begin Basic Services as set forth in Exhibit A. ARTICLE 2-OWNER'S RESPONSffiILITIES 2.01 General A. OWNER shall have the responsibilities set forth herein and in Exhibit B. ARTICLE 3-TIMES FOR RENDERING SERVICES 3.01 General A. OWNER'S CONSULTANTs 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, OWNER'S CONSUL T ANTs 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 OWNER'S CONSULTANT, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. If OWNER authorizes or requests changes in the scope, extent or character of the Project, the time of performance of OWNER'S CONSULTANTs services shall be adjusted equitably. C. For purposes of this Agreement the term "day" means a calendar day of24 hours. Page 2 of 13 t- D. If OWNER fails to give prompt written authorization to proceed with any phase of services after completion of the immediately preceding phase, or if OWNER'S CONSULTANTs services are delayed or suspended through no fault of OWNER'S CONSULTANT, OWNER'S CONSULTANT shall be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect, among other things, reasonable costs incurred by OWNER'S CONSULTANT in connection with such delay or suspension and reactivation and the fact that the times of performance under this Agreement have been revised. ARTICLE 4-PA YMENTS TO OWNER'S CONSULTANT 4.01 Payment for Services and Reimbursable Expenses of OWNER'S CONSULTANT A. For Basic and Additional Services. OWNER shall pay OWNER'S CONSULTANT for Basic and Additional Services performed or furnished under Exhibit A on the basis set forth in Exhibit C. B. For Reimbursable Expenses. OWNER shall also pay OWNER'S CONSULTANT for Reimbursable Expenses related to Basic and Additional Services incurred by OWNER'S CONSULTANT and OWNER'S CONSULTANTs Subconsultants as set forth in Exhibit C. C. Adjustments I. Except for any agreed lump sum, the compensation rates and sums stated in ExbJbit C will be equitably adjusted annually on the date indicated in Exhibit C, or if no date is indicated, on the date when OWNER'S CONSULTANT customarily makes changes in OWNER'S CONSULTANTs labor rates and other costs. 2. In the event of legislative actions after the date of this Agreement by any level of government that impose taxes or fees on OWNER'S CONSULTANTs services or impose other costs in connection with the Project or compensation therefor, such new taxes, fees or costs shall be invoiced to and paid by the OWNER as a Reimbursable -4,' Expense to which a Factor of 1.0 shall be applied. Such sum shall be in addition to the OWNER'S CONSUL T ANT's estimated total compensation. 4.02 Other Provisions Concerning Payments A. Preparation of Invoices. Invoices will be prepared in accordance with OWNER'S CONSULTANT's standard invoicing practices and calculated on the basis set forth in Exhibit C and be submitted to OWNER not more than once per month. B. Payment of Invoices. Invoices are due and payable within 30 days of receipt. If OWNER fails to make any payment due OWNER'S CONSULTANT for services and expenses within 30 days after receipt of OWNER'S CONSULTANT's invoice therefor, the amounts due OWNER'S CONSULTANT 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. In addition, OWNER'S CONSULTANT may, after giving seven days written notice to OWNER, suspend services under this Agreement until OWNER'S CONSUL T ANT has been paid in full all amounts due for services, expenses, and other related charges. Payments will be credited firSt to interest and then to principal. C. Disputed Invoices. In the event of a disputed or contested invoice, only that portion so contested may be withheld from payment, and the undisp11ted portion will be paid. U. Payments Upon Termination. l. In the event of any termination under paragraph 6.06, OWNER'S CONSULTANT will be entitled to invoice OWNER and will be paid for all services performed or furnished and Reimbursable Expenses incurred through the effective date of termination. l 2. In the event of termination by OWNER for convenience or by OWNER'S CONSULTANT for cause, OWNER'S CONSULTANT, in addition to invoicing for those items identified in paragraph 4.02.D.I, shall be entitled to invoice OWNER and shall be paid a reasonable sum for services and expenses directly attributable to termination, including those provided and incurred both before and after the effective date of termination, such as reassigr-IBBRt of peFEonnlll, costs of terminating contracts with OWNER'S CONSULTANT's Subconsultants and other related close-out costs, using methods and rates for Additional Services set forth in Exhibit C. Page 3 of 13 ~' E. Records of OWNER'S CONSULTANT's Costs. Records of OWNER'S CONSULTANT's costs pertinent to OWNER'S CONSULTANT's compensation under this Agreement shall be kept in accordance with generally accepted accounting practices. To the extent necessary to verify OWNER'S CONSULTANT's charges and upon OWNER's timely request, copies of such records will be made available t~ OWNER ate.8I. ~ ARTICLE S-OPINIONS OF COST 5.01 OMITIED ARTICLE 6-GENERAL CONSIDERATIONS 6.01 Standards of Performance A. The standard of care for all professional engineering ~d related services performed or furnished by OWNER'S CONSULTANT under this Agreement will be the care and skill ordinarily used by members of OWNER'S CONSULTANT's f profession practicing under similar circumstances at the same time Me ie thB 88fRB 18e&1.i~'. OWNER'S " CONSULTANT makes no warranties, express or implied. under this Agreement or otherwise, in co.mection with OWNER'S CONSULTANT'S services. B. OWNER'S CONSULTANT shall be responsible for the technical accuracy of its services and documents resulting therefrom, and OWNER shall not be responsible for discovering deficiencies therein. OWNER'S CONSULTANT shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in OWNER-furnished information. C. OWNER'S CONSULTANT shall not be responsible for deficiencies in professional services performed by or for Design/Builder. OWNER'S CONSUL T ANT shall not be responsible for the acts or omissions of any Design/Builder, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. OWNER'S CONSULTANT shall not be responsible for Design/Builder's failure to perform or furnish the Work in accordance with the Contract Documents. ~ D. OWNER'S CONSULTANT may employ such OWNER'S CONSULTANT's Subconsultants as OWNER'S CONSULTANT deems necessary to assist in the performance or furnishing of the services. OWNER'S CONSUL T ANT shall not be required to employ any OWNER'S CONSULTANT's Subconsultant unacceptable to OWNER'S CONSULTANT. E. This Agreement is based on requirements of applicable Laws or Regulations and OWNER-mandated standards applicable 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 the scope, schedule, and compensation for OWNER'S CONSULTANT's services. F. OWNER shaH be responsible for, and OWNER'S CONSULTANT may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data and other information furnished pursuant to this Agreement. OWNER'S CONSULTANT may use such requirements, reports, data and information in performing or furnishing services under this Agreement. G. OWNER shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the services of OWNER'S CONSULTANT and shaH bear all costs incident thereto. H. OWNER and OWNER'S CONSULTANT agree that the General Conditions for any Design/Build contract documents prepared hereunder are to be the "Standard General Conditions of the Contract Between Owner and DesignlBuilder" as prepared by the Engineers Joint Contract Documents Committee (Document No. 1910-40, 1995 Edition) unless both parties mutually agree to use other General Conditions as specifically referenced in Exhibit H, "Special Provisions." 6.02 Authorized Project Representatives A. Contemporaneous with the execution of this Agreement, OWNER'S CONSULTANT and OWNER shall designate specific individuals to act as their respective representatives with respect to the services to be performed or furnished by OWNER'S CONSULTANT and responsibilities of OWNER under this Agreement. Such individuals shaH have authority to transmit instructions, receive information and render decisions relative to the Project on behalf of each respective party. Page 4 of 13 " 6.03 Services Limited to Conceptual Documents Phase Services A. Should OWNER provide DesignlBuild Phase services with either OWNER's representatives, DesignlBuilder, or a third party, OWNER'S CONSUL TANT's services under this Agreement will be considered to be complete upon completion of the Conceptual Document Phase or ProposaIlNegotiating Phase as outlined in Exhibit A. B. It is understood and agreed that if OWNER'S CONSULTANT's services under this Agreement do not include project observation or review of the DesignlBuilder's performance or any other DesignlBuild Phase Services, such services will be provided by OWNER. In such case, OWNER assumes all responsibility for interpretation of the Contract Documents and for design review, construction and observation and waives any claims against OWNER'S CONSULTANT that may be in any way connected thereto. 6.04 Use of Documents A. AH Documents are instruments of service in respect to this Project and OWNER'S CONSULTANT shall retain an ownership and property interest therein (including the right of reuse at the discretion of the OWNER'S CONSULT ANn whether or not the Project is completed. B. Copies of OWNER-furnished data that may be relied upon by OWNER'S CONSULTANT are limited to the printed copies (also known as hard copies) that are delivered to the OWNER'S CONSUL T ANT pursuant to Exhibit B. Files on electronic media of text, data. or graphics or of other types that are furnished by OWNER to OWNER'S CONSUL T ANT are only for convenience of OWNER'S CONSULTANT. 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 OWNER'S CONSULTANT. Files on electronic media of text, data, or graphics or of other types that are furnished by OWNER'S CONSULTANT to OWNER are only for convenience of OWNER. If there is a discrepancy between the electronic files and hard copies, the hard copies will govern. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. ~ D. Because data stored on electronic media can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator: 1. The party receiving data in an electronic format 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 data. OWNER'S CONSULTANT shall not be responsible to maintain data stored on electronic media after acceptance by OWNER. 2. OWNER's CONSULTANT reserves the right to remove all indicia of ownership or involvement, including title blocks and seals. from each electronic drawing. E. Parties who create files on electronic media make no representations as to long term compatibility, usability, or readability of data resulting from the use of software application packages, operating systems, or computer hardware differing from those used by OWNER'S CONSULTANT at the start of the Project F. OWNER may make and retain copies of Documents for information and reference in connection with use on the Project by OWNER. Such Documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any such reuse or modification without written verification or adaptation by OWNER'S CONSULTANT, as appropriate for the specific purpose intended, will be at OWNER's sole risk and without liability or legal exposure to OWNER'S CONSULTANT, or to OWNER'S CONSULTANTs officers, directors, partners, employees, or to OWNER'S CONSUL TANTs ~~ Subconsultants. Oww:ER sluMl ilu.ltmAi~' lUll. held ~ h8J'ftlless OWl-SER'g CON8ur~ T A}!T &Ad OWl-JeR'g CO}JSUl TA~JT& SY~GeAs\lltaRt€ i'rElm all tlaim[, ,e[ts, Elsmages, lesses, aftd eJ{~eBSeS (iReltidiBg litH Bet limited tE> all fees ed eaar-ges ef eBgiBeefS, arehiteea, aKefBeys aad etBtlr prefeS€ieAal[ and all tgYlt Elr arbitr-atioD gr other dispttte res6h:lti6B eests) arisiBg eHt Elf ar resHltiBg therefrom. G. Any verification or adaptation of the Documents for extensions of the Project or for any other project will entitle OWNER'S CONSULTANT to further compensation at rates to be agreed upon by OWNER and OWNER'S CONSULTANT. Page 5 of 13 6.05 Insurance A. OWNER'S CONSULTANT shall procure and maintain insurance as set forth in Exhibit E, "Insurance." B. OWNER shall require DesignlBuilder to purchase and maintain general liability and other insurance as specified in the Contract Documents and to list OWNER'S CONSULTANT and OWNER'S CONSUL T ANTs Subconsultants as additional insureds with respect to such liability and other insurance purchased and maintained by DesignlBuilder for the Project. C. OWNER'S CONSULTANT shall deliver certificates of insurance evidencing the coverages indicated in Exhibit E. Such certificates shall be furnished prior to commencement of OWNER'S CONSULTANTs services and at renewal thereafter during the life of the Agreement D. All policies of property insurance shall contain provisions to the effect that OWNER'S CONSULTANTs and OWNER'S CONSULTANTs Subconsultants' 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. E. At any time, OWNER may request that OWNER'S CONSULTANT, at OWNER's sole expense, provide additional insurance coverage, different limits or revised deductibles in excess of those specified in Exhibit E. If so requested by OWNER, and if commercially available, OWNER'S CONSULTANT shall obtain and shall require OWNER'S CONSULTANTs Subconsultants to obtain such additional insurance coverage, differing limits, or revised deductibles, for such periods of time as requested by OWNER. at OWNER's sole expense, and Exhibit E 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 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms ~ hereof through no fault of the terminating party . b. by OWNER'S CONSULTANT: I) Hl"eR seveR Elays ....riMen Retiee if OWNER'S CONSUL T,~.NT boIie.v.es that O'.Jf}-IER'S CC>>18UL- TA~T is eeiBg reEtHestee l:ly OWNER ts fumisR SF I"erferm serviees eeRRry te O'.VNER'S GONSUL T A~JT's feSpeftSi9ilitio[ as alieeBsee prefessieAal; er 2) upon seven days written notice if the OWNER'S CONSUL- T ANT's services for the Project are delayed or suspended for more than ninety days for. reasons beyond OWNER'S CONSULTANT's control. -3) iB the . tefffii8etieR l:Hleer this 6.96.,A..I.9, CONSUL T A~JT shall Hability te O',l/:NeR eA sueh tefffiinatieR. ease ef paFagF8pR QWl'J:ER'8 Rave Ae ll6G91:1Rt 9f 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 thirty 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, by OWNER effective upon the receipt of notice by OWNER'S CONSULTANT. B. The terminating party under paragraphs 6.06.A.I or 6.06.A.2 may set the effective date of termination at a time up to 30 days later than otherwise provided to allow OWNER'S CONSUL TANT to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and Page 6 of 13 uncompleted tasks, and to assemble Project documents in orderly files. 6.07 Controlling Law A. This Agreement is to be governed by the law of the state of Georgia in the Superior Court of Augusta Richmond County in which the Project is located. 6.08 Successors, Assigns, snd Beneficiaries A. OWNER and OWNER'S CONSUL T ANT each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and OWNER'S CONSULTANT (and to the extent permitted by paragraph 6.08.B the assigns of OWNER and OWNER'S CONSULT ANn 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 OWNER'S CONSULTANT may assign, sublet or transfer any rights under or interest (including. but without limitation, moneys that are 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 OWNER or OWNER'S CONSUL T ANT to any DesignlBuilder, Design/Builder's Subcontractor or 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 OWNER'S CONSULTANT and not for the benefit of any other party. '~ 6.09 Dispute Resolution A. OWNER and OWNER'S CONSULTANT 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 F or other provisions of this Agreement, or under law. B. If and to the extent that OWNER and OWNER'S CONSULTANT have agreed on a method and procedure for resolving disputes between them arising out of or relating to this Agreement, such dispute resolution method and procedure, is set forth in Exhibit F, "Dispute Resolution." In the absence of such an agreement, the parties may exercise their rights under law. 6.10 Hazardous Condition A. OWNER acknowledges that OWNER'S CONSUL TANT is performing professional services for OWNER and that OWNER'S CONSULTANT is not and shall not be required to become an "operator," "generator," or "transporter" of Hazardous Materials which are or may be encountered at or near the She in connection with OWNER'S CONSULTANT's activities under this Agreement. B. OWNER represents that to the best of its knowledge a Hazardous Condition does exist and it has disclosed to OWNER'S CONSULTANT the existence of all Hazardous Materials located at or near the Site, including type, quantity and location. C. If any other such Hazardous Condition is encountered or alleged, OWNER'S CONSULTANT 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 the OWNER'S CONSULTANT's scope of services does not include any services related to a Hazardous Condition. In the event OWNER'S CONSULTANT or any other party encounters a Hazardous Condition at the Site, or should it become known in any way that Hazardous Materials may be present at the Site or any adjacent areas in such a manner as to affect the performance of OWNER'S CONSULTANT's services, OWNER'S CONSULTANT may, at its option and without liability for consequential or any other damages, suspend performance of services on the Project until OWNER: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Condition, and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations. Page 7 of 13 E. If the OWNER'S CONSULTANT's services under this Agreement cannot be performed because of a Hazardous Condition, the existence of the condition shall justify OWNER'S CONSULTANT terminating this Agreement for cause on 30 days notice. 6.11 Allocation of Risks - Indemnification A. To the fullest extent permitted by law, OWNER'S CONSULTANT shall indemnify and hold harmless OWNER. OWNER's officers, directors, partners, and employees from and against any and all claims, 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'S CONSULTANT or OWNER'S CONSULTANT's officers, directors, partners, employees, and OWNER'S CONSULTANT's Subconsultants in the performance and furnishing of OWNER'S CONSULTANT's services under this Agreement. The indemnification provision of the preceding sentence is subject to and limited by the provisions agreed to by OWNER and OWNER'S CONSULTANT in Exhibit G, "Allocation of Risks," if any. B. To the fullest extent permitted by law, OWNER shall indemnify and hold harmless OWNER'S CONSULTANT, OWNER'S CONSUL T ANT's officers, directors, partners, and employees and OWNER'S CONSUL T ANT's Subconsultants from and against any and all claims, 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 other consultants retained by OWNER with respect to this Agreement or the Project. C. In addition to the indemnity provided under paragraph 6.11.B of this Agreement, and to the fullest extent permitted by law, OWNER shall HulelRRify 9:98 hold harmless OWNER'S CONSULTANT and its officers, directors, partners, employees, and OWNER'S CONSULTANT's Subconsultants from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) caused by, arising out of or relating to or resulting from a Hazardous .. Condition at, on, or under the Site, provided that (i) any such claim, cost, loss or damage is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than completed Construction), including the loss of use resulting therefrom, and (ii) nothing in this paragraph shall obligate OWNER to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. 6.12 Notices 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, by certified mail (return receipt requested), by facsimile, or by a commercial courier service. All notices shall be effective upon the date of receipt. 6.13 Survival All express representations, indemnifications or limitations of liability made in or given in this Agreement will survive its completion or termination for any reason. 6.14 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 OWNER'S CONSULTANT, 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 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 The headings used in this Agreement are for general reference only and do not have special significance. Page 8 of 13 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 following terms have the meanings indicated which are applicable to both the singular and plural thereof: 1. Addenda-- Written or graphic instruments issued prior to the opening of Proposals which clarify, correct or change the Proposal Documents or the Contract Documents. 2. Agreemen/- This "Standard Form of Agreement between OWNER and OWNER'S CONSULTANT for Professional Services" including those Exhibits listed in Article 8 thereof. 3. Application for Payment-The form acceptable to OWNER which is to be used by DesignlBuilder 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. 4. Change Order-A document which is signed by DesignlBuilder and OWNER to authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issue<! on or after the Effective Date of the DesignlBuild Agreement. 5. Design/Build AgreemenJ- The written agreement contained in the Contract Documents between OWNER and DesignlBuilder covering the Work to be performed or furnisbed with respect to this Project. 6. Design/Build Cost-The cost to OWNER of those portions of the entire Project described in the Report or Conceptual Documents prepared by OWNER'S CONSUL T ANT. DesignlBuild Cost does not include OWNER'S CONSULTANT's compensation and expenses, the cost of land. rights-of-way, or compensation for or damages to properties, or OWNER's legal. accounting, insurance counseling or auditing services, or I interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to Exhibit B of this Agreement. DesignlBuild Cost is one of the items comprising Total Project Costs. 7. Conceptual Documents--The drawings and specifications and/or other graphic or written materials, criteria and information concerning OWNER's requirements for the Project, such as design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, which show or describe the character, and scope of, or relate to, the Work to be performed or furnished by DesignlBuilder. Conceptual Documents are further described and enumerated in Exhibit A. 8. Construction-- The performing or furnishing of labor, the furnishing and incorporating of materials and equipment into various portions of the Work, and the furnishing of services (other than Design Professional Services) and documents, all as required by the Drawings and Specifications. Construction may be provided by DesignlBuilder or Subcontractors or Suppliers. 9. Contract Documents--The Contract Documents establish the requirements and obligations of the parties engaged in the fmal design and con~truction of the Project and include the DesignlBulld Agreement between OWNER and DesignlBuilder, Addenda (which pertain to the Contract Documents), DesignlBuilder's Proposal (including documentation accompanying the Proposal and any post Proposal documentation submitted prior to the notice of award) when attached as an exhibit to the DesignlBuild Agreement, the notice to proceed, the bonds, the General Conditions, the Supplementary Conditions, the Conceptual Documents, the Specifications and the Drawings as the same are prepared by or for DesignlBuilder and approved by OWNER, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders and OWNER'S written interpretations and clarifications issued on or after the Effective Date of the DesignlBuild Agreement. Approved Shop Drawings and reports and drawings of subsurface and physical conditions are not Contract Documents. 10. Contract Price-- The moneys payable by OWNER to DesignlBuilder for completion of the Work in accordance with the Contract Page 9 of 13 Documents and as stated in the DesignlBuild Agreement II. Contract Times-- The numbers of days or the dates stated in the DesignlBuild Agreement to: (iLachieve Substantial Completion, and (ii) complete the Work so that it is ready for fmal payment as evidenced by OWNER'S CONSULTANT's written recommendation of final payment. 12. 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 final payment. 13. Design/Builder-- The individual or entity with whom OWNER ~nters into a written DesignlBuild Agreement covering Work to be performed or furnished with respect to the Project. 14. DocumenlS- The documents, including data, reports, Conceptual Documents, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by OWNER'S CONSUL T ANT to OWNER pursuant to this Agreement. 15. Drawings-That part of the Contract Documents which graphically shows the scope, extent and character of the Work to be furnished and performed by DesignlBuilder and which have been prepared by or for DesignlBuilder and are approved by OWNER. Shop Drawings are not Drawings as so defmed. 16. Effective Date of the .Design/Build Agreement-The date indicated in the DesignlBuild Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the DesignlBuild Agreement is signed and delivered by the last of the two parties to sign and deliver. 17. Effective Date of the Agreement- The date indicated in this Agreement on which I I it becomes effective, but if no such date is indicated, the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 18. Field Order--A written order issued by OWNER which directs minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 19. General Conditions- The "General Conditions of the DesignlBuild Agreement" as agreed to by OWNER and OWNER'S CONSULTANT and which govern the Work to be perfonned or furnished with respect to this Project. 20. Hazardous Condition- The presence at the Site of Hazardous Materials in such quantities or circumstances that there is a danger to persons or property. 21. Hazardous Materials-Asbestos, PCB's, petroleum, hazardous substances, or radioactive material. It is the intention of the parties that these tenns be accorded the definition under applicable Laws and Regulations. 22. Laws and Regulations; Laws or Regulations--Any and aU applicable laws, rules, regulations, ordinances, codes, standards and orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction. 23. OWNER'S CONSULTANT's Subconsultants Individuals or entities having a contract with OWNER'S CONSULTANT to furnish services with respect to this Project as OWNER'S CONSUL T ANTs independent professional associates, consultants, subcontractors or vendors. The tenn OWNER'S CONSULTANT includes OWNER'S CONSULTANTs Subconsultants. 24. Proposal-The offer or proposal submitted on the prescribed fonn setting forth the prices and times for the Work to be perfonned. 25. Proposal Documents--The advertise- ment or invitation, Request for Proposal, Proposal fonn, the Proposal security, if any, and the proposed Contract Documents (including all Addenda issued prior to receipt of Proposals). 26. Reimbursable &penses- The Page 10 of 13 expenses incurred directly by OWNER'S CONSUL T ANT or its subconsultants for transportation and subsistence; providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assistants; toll telephone calls and telegrams, copying, facsimile and courier charges; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project-related items in addition to those required under Exhibit A, and, if authorized in advance by OWNER, 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 other highly specialized equipment. 27. Resident Project Representative- -The authorized representative of OWNER'S CONSUL T ANT who will be assigned to assist OWNER'S CONSULTANT at the Site during the Design/Build Phase. The Resident Project Representative will be OWNER'S CONSUL T ANTs agent or employee and under OWNER'S CONSULTANTs supervision. As used herein, the tenn Resident Project Representative includes any assistants of Resident Project Representative agreed to by OWNER. The d.lties and responsibilities of the Resident Project Representative are as set forth in Exhibit D. 28. 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. 29. Shop Drawings-All drawings, diagrams, illustrations, schedules and other data or infonnation which are specifically prepared or assembled by or for Design/Builder and submitted by Design/Builder to OWNER to illustrate some portion of the Work. 30. Site-Lands or areas indicated in the Contract Documents as being furnished by OWNER, upon which the Work is to be perfonned, rights-of-way and easements for access thereto, and such other lands furnished by OWNER which are designated for use of DesignlBuilder. 3 I. Specifications-- That part of the Contract Documents prepared by or for Design/Builder and approved by OWNER consisting of written technical descriptions of materials, equipment, systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto. 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. 32. Substantial Completion- The time at which the Work (or a specified part thereot) has progressed to the point where, as evidenced by OWNER'S certificate of Substantial Completion, the Work (or specified part thereot) is sufficiently complete, in accordance with the Contract Documents, so that it can be utilized for the purposes for which it is intended. If no such certificate is issued, the time at which the Work is complete and ready for final payment as evidenced by the OWNER'S written notice of acceptance and recommendation for final payment. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 37. Written AmendmentuA written amendment of the Contract Documents, signed by OWNER and Design/Builder on or after the Effective Date of the Design/Build Agreement and normally dealing with the nonengineering or nontechnical rather than strictly construction-related aspects of the Contract Documents. ARTICLE 8--EXHIBITS 8.01 Exhibits Included A. Exhibit A, "OWNER'S CONSULTANTs Services," consisting of ...!.- pages. 33. Supplementary Conditions-- The part of the Contract Documents which amends or supplements the General Conditions. B. Exhibit B, "OWNER's Responsibilities," consisting of l pages. 34. Total Project Costsu The sum of the Design/Build Cost, allowances for contingencies, the total costs of design professional and related services provided by OWNER'S CONSULTANT 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. C. Exhibit C, "Payments to OWNER'S CONSULTANT for Services and Reimbursable Expenses," consisting of ~ pages. D. Exhibit D, "Duties, Responsibilities and Urn itations of Authority of Resident Project Representative," consisting of -L- page. E. Exhibit E, "Insurance," consisting of l pages. 35. Work-- The entire completed project or the various separately identifiable parts thereof to be furnished or provided by Design/Builder. Work includes and is the result of performing or furnishing design professional services and construction. F. Exhibit F, "Dispute Resolution," consisting of --1- page. G. Exhibit G, "Allocation of Risks," consisting of ...L pages. H. Exhibit H, "Special Provisions," consisting of --1- page. 36. Work Change Directive--A written directive to Design/Builder, issued on or after the Effective Date of the Design/Build Agreement and signed by OWNER, 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 Page II of 13 " 8.02 Total Agreement A. This Agreement (consisting of pages I to 13 inclusive, together with the Exhibits identified above) constitutes the entire agreement between OWNER and OWNER'S CONSULTANT and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument. Page 12 of 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. OWNER OWNER's CONSULTANT JOHNSON, LASCHOBER & ASSOCIATES By CbarlesJ. Job.... ~ Vice President Title Address for giving notices: Address for giving notices: 530 Green Street 1296 Broad Street Augusta, GA 30911 Augusta, GA 30901 Designated Representative (paragraph 6.02.A): Designated Representative (paragraph 6.02.A): Claude Andrews William J. Farmer Operations Manager, Facilities Maintenance Title Project Manager Title (706) 321-2421 Phone Number (706) 724-5756 Phone Number (706) 821-2823 Facsimile Number (706) 724-3955 Facsimile Number CASI07@)co.ricbmond.ga.us E-mail Address mail box@)jla-engineers.com E-mail Address Page 13 of 13 . I This is EXHIBIT A, consisting of ...!- pages, referred to in and part of the Standard Form of Agreement between OWNER and OWNER'S CONSULT ANT for Professional Services dated Initial: OWNER I OWNER'SCON ULTANT -4- OWNER'S CONSULT ANT's Services ARTICLE Al - BASIC SERVICES Al.Ol Study and Report Pbase. OMlITED Al.02 Conceptual Document Pbase. A. Upon written authorization from OWNER, OWNER'S CONSULTANT shall: 1. On the basis of the above acceptance, selection, and authorization, prepare the following Conceptual Documents: a. drawings; b. specifications; e. a basis of design; f. design objectives and constraints; g. space, capacity and performance requirements; and h. flexibility and expandability requirements. 2. These Conceptual Documents will show or describe the character, scope and intent of, or relate to, the Work to be performed or furnished by or for Design!Builder. Such Conceptual Documents will be taken to a point of3S_percent of the fmal design and be sufficient for OWNER to receive DesignlBuild proposals. 3. Furnish 2 sets of the Conceptual Documents to and review them with OWNER 30_ days after authorization to proceed with this phase. 4. Prepare and furnish 2 sets of Proposal Documents for review and approval by OWNER, its legal counsel and other advisors, as appropriate 30_ days after authorization to proceed with this phase. 5. Submit to OWNER 5fina1 copies of the Conceptual Documents and Proposal Documents within 5 days after receipt of comments from Owner's review. B. In the event that the Work or equipment for which OWNER'S CONSULTANT has prepared Conceptual Documents is to be performed or furnished under more than one prime contract, OWNER and OWNER'S CONSULTANT shall, prior to commencement of the Conceptual Document Phase, develop a schedule for performance of OWNER'S CONSUL T ANTs services during the Conceptual Document and Proposal or Negotiating Phases and for the performance of Additional Services, if any, 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 or equipment for which OWNER's CONSULTANT services are to be performed upon which the OWNER'S CONSULTANTs compensation has been established under this Agreement is one (1). D. OWNER'S CONSULTANTs services under the Conceptual Document Phase will be considered complete on the date when fmal copies of the Conceptual Documents and Proposal Documents have been delivered to OWNER. Al.OJ Proposal or Negotiating Pbase. OMlITED Al.04 CONSTRUCTION PHASE SERVICES A. DesignlBuild Phase 1. Consult with OWNER and act as OWNER'S representative during the DesignlBuild Phase. 2. Participate in the initial conference between OWNER and DesignlBuilder prior to commencement of Construction. 3. Review submittals prepared by or for DesignlBuilder including Drawings, Specifications, Shop Drawings and Samples and other submittals required by the Conceptual Documents and advise OWNER as to their acceptability in accordance with the Contract Documents, 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 or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 4. While the Work is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as OWNER'S CONSULTANT deems necessary, in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of DesignlBuilder's construction. Such visits and observations by OWNER'S CONSULTANT, and the Resident Projt:ct Representative, if any, are not intended to be exhaustive or to extend to every aspect of the construction in progress, or to involve detailed inspections of the construction beyond the responsibilities specifically assigned to OWNER'S CONSUL T ANT 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 construction based on OWNER'S CONSULTANTs exercise of professional judgment as assisted by the Resident Project Representative. ifany. Based on information obtained during such visits and such observations, OWNER'S CONSULTANT will determine in general if such construction is proceeding in accordance with the Contract Documents and OWNER'S CONSULTANT shall keep OWNER informed of the progress of the Work. The responsibilities of OWNER'S CONSULTANT contained in this paragraph are expressly subject to the limitations set forth in this paragraph and other express or general limitations in this Agreement. . b. OWNER'S CONSULTANT shall not, during such visits or as a result of such observations of DesignlBuilder's construction in progress, supervise, direct or have control over Design/Builder's work nor shall OWNER'S CONSULTANT have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Design/Builder, for safety precautions and programs incident to the work of DesignlBuilder or for any failure of Design/Builder to comply with laws, rules, regulations, ordinances, codes or orders applicable to DesignlBuilder's furnishing and performing the Work. Accordingly, OWNER'S CONSULTANT neither guarantees the performance of any DesignlBuilder nor assumes responsibility for any DesignlBuilder's failure to furnish and perform the Work in accordance with the Contract Documents. c. As a result of such visits and on the basis of such observations, OWNER'S CONSULTANT shall have authority to recommend to OWNER that DesignlBuilder's Work be disapproved and rejected while it is in progress if OWNER'S CONSULTANT believes that such Work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. S. Assist Owner in issuing necessary clarifications and interpretations of the Contract Documents and Field Orders as appropriate to the orderly completion of the Work. Such clarifications and interpretations and Field Orders will be consistent with the intent of and reasonably inferable from the Contract Documents. 6. Based on OWNER'S CONSULTANTs on-site observations as an experienced and qualified design professional and on review of Applications for Payment and the accompanying supporting documentation: a. Determine the amounts that OWNER'S CONSULTANT recommends DesignlBuilder be paid. Such recommendations of payment will constitute OWNER'S CONSULTANTS representation to OWNER, based on such observations and review, that, to the best of OWNER'S CONSULTANTs knowledge, information and belief, the 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 such Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to DesignlBuilder's being entitled to such payment appear to have been fulfilled in so far as it is OWNER'S CONSULTANT's responsibility to observe the Work. b. By recommending any payment OWNER'S CONSULTANT shall not thereby be deemed to have represented that observations made by OWNER'S CONSULTANT to check the quality or quantity of DesignlBuilder's work as it is performed and furnished have been exhaustive, extendtd to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to OWNER'S CONSULTANT in this Agreement and the Contract Documents. Neither OWNER'S CONSULTANTs review of DesignlBuilder's Work for the purposes of recommending payments nor OWNER'S CONSULTANTs recommendation of any payment including fmal payment will impose on OWNER'S CONSULTANT responsibility to supervise, direct or control such Work or for the means, methods, techniques, sequences or procedures of construction or safety precautions or programs incident thereto, or DesignlBuilder's compliance with Laws or Regulations applicable to DesignlBuilder's furnishing and performing tht.. Work. Such reviews and recommendations will not impose responsibility on OWNER'S CONSULTANT to make any examination to ascertain how or for what purposes DesignlBuilder has used the moneys paid on account of the Contract Price, or to determine that title to any of the Work, materials or equipment has passed to OWNER free and clear of any liens, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and DesignlBuilder that might affect the amount that should be paid. 7. Perform or provide the following DesignlBuild Phase tasks or deliverables: As-buih CAD drawing/disk to be furnished at the end of the project from mark-ups provided by the contractor. CAD format is Autocad reI. 14. ARTICLE A2 - ADDITIONAL SERVICES A2.01 OWNER's Autborization in Advance Required. A. If authorized in writing by OWNER, OWNER'S CONSULTANT 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. B. Study and Report, Conceptual Document, and Proposal or Negotiating Phases: I. Make measured drawings of or investigate existing conditions or facilities, or verify the accuracy of drawings or other information furnished by OWNER. , , , , 2. Perform services resulting from significant changes in the scope, extent or character of the portions of the Project presented or specified by OWNER'S CONSULTANT or its design requirements including, but not limited to, changes in size, complexity, OWNER's schedule, character of construction or method of financing; and revise previously accepted studies, reports, Conceptual Documents or other Contract Documents when such revisions are required by changes in Laws or Regulations enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond OWNER'S CONSULTANTs control. 3. Perform services required as a result of OWNER's providing incomplete or incorrect Project information, with respect to Exhibit B. i 4. Provide renderings or models for OWNER's use. 5. Prepare documents for alternate proposals requested by OWNER for DesignlBuilder's y,ork which is not executed or documents for out-of-sequence work. 6. Undertake investigations and studies including, but not limited to, detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment and labor; and audits or inventories required in connection with construction performed by OWNER. 7. Furnish services of OWNER'S CONSULTANTs Subconsultants for other than Basic Services. 8. Perform services attributable to more prime contracts than specified in paragraph A 1.02.C. 9. Perform services during out-of-town travel required of OWNER'S CONSULTANT other than for visits to the Site or OWNER's office. 10. Prepare for, coordinate with, participate in and respond to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering and constructibility review requested hy OWNER; and perform or furnish services required to revise studies, reports, Drawings, Specifications or other Proposal Documents as a result of such review processes. II. Determine the acceptability of substitute materials and equipment proposed during the Proposal and Negotiating Phase when substitution prior to the award of contracts is allowed by the Proposal Dccuments. 12. Assist in connection with Proposal protests, rebidding or renegotiating contracts for construction. materials, equipment or services. 13. Perform services resulting from significant delays, changes or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. C. DesignlBuild Phase 1. Provide the services of a Resident Project Representative (RPR) at the Site. Duties, responsibilities, and authority of the RPR are as set forth in Exhibit D. 2. Assist OWNER in the selection of an independent testing laboratory to perform the services identified in paragraph B.l.0 1.R. 3. As appropriate, establish baselines and benchmarks for locating the Work which in OWNER'S CONSUL T ANTs judgment are necessary to enable DesignlBuilder to proceed. Provide engineering surveys and staking to enable DesignlBuilder to perform its work, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and provide other special field surveys. , I 4. Make revisions to Conceptual Documents occasioned by the acceptance of substitute materials or equipment items; and provide services after the award of the DesignlBuild contract in evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project or an excessive number of substitutions. 5. While the Work is in progress: 6. Recommend Change Orders and Work Change Directives to OWNER, as appropriate, and assist OWNER in preparation of Change Orders and Work Change Directives as required. 7. Provide services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER. 8. Advise OWNER as to the necessity of ordering special inspections or tests of the Work as deemed reasonably necessary, and receive and review all certificates of inspections, tests and approvals required by Laws or Regulations or the Contract Documents. OWNER'S CONSULTANT'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. OWNER'S CONSULTANT shall be entitled to rely on the results of such tests. 9. Advise OWNER on all claims between OWNER and DesignlBuilder 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. 10. Review maintenance and operating instructions, schedules and guarantees, receive bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, and marked-up documents including Shop Drawings, Samples and other data approved as provided under paragraph A2.0 I.C.6 and marked-up Drawings which are to be assembled by DesignlBuilder in accordance with the Contract Documents to obtain fmal payment, but the extent of such review and receipt will be limited as provided in paragraph A2.01.C.14. II. Within a reasonable time after notice from OWNER that DesignlBuilder considers the entire Work ready for its intended use, in company with OWNER and DesignlBuilder, conduct an inspection to determine if the Work is substantially complete. If OWNER'S CONSULTANT considers the Work substantially complete, OWNER'S CONSULTANT will recommend that the OWNER issue certificate of Substantial Completion to Design/Builder. 12. Provide services, other than services during the Operational Phase, in connection with any partial utilization of any part of the Work by OWNER prior to Substantial Completion. 13. Conduct a fma1 inspection to evaluate the acceptability of the completed Work and advise OWNER if the Work is ready for final payment. OWNER'S CONSULTANTs advice will be based on its actual knowledge gained through the fmal inspection and prior observation. 14. Provide 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 by DesignlBuilder, (3) acceleration of the progress schedule involving services beyond normal working hours, or (4) default by DesignlBuilder. D. Operational Phase 1. systems. Provide assistance in connection with the refming and adjusting of any Project equipment or 2. Prepare operating, maintenance, and staffmg manuals. " 3. Assist OWNER in developing systems and procedures for control of the operation and maintenance of and record keeping for the Project. 4. Together with OWNER, visit the Project to observe any apparent defects in the completed Work. assist OWNER in consultations and discussions with Design!Builder concerning correction of such defects, and make recommendations as to replacement or correction of defective Work. 5. Prepare and furnish to OWNER Project record Drawings showing appropriate record information based on Project documentation received from others. 6. In company with OWNER or OWNER's representative, provide an inspection of the Project within one month before the end of the correction period to ascertain whether items of Design!Builder's Work are subject to correction. 7. Perform or provide the following Operational Phase tasks or deliverables: E. Witness 1. Prepare to serve or serve as a consultant or witness for OWNER in any litigation, arbitration, or other dispute resolution process related to the Project. A2.02 Duration of DesignlBuild Phase. A. The Design!Build Phase will commence with the execution of the DesignlBuild Agreement for the Project or any part thereof and will terminate upon advice of OWNER'S CONSULTANT concerning final payment to Design!Builder. If the Project involves more than one prime contract as indicated in paragraph AI.02.C, DesignlBuild Phase services may be rendered at different times in respect to separate prime contracts covering the Work. A2.03 Duration of Operational Phase. A. The Operational Phase and other services may commence during the Design!Build Phase and. if not otherwise modified in this Exhibit A, will terminate one year after the date of Substantial Completion. This is EXHmIT B, consisting of -L pages, referred to in and part of the Standard Form of Agreement between OWNER and OWNER'S CONSULTANT for Professional Services dated I Initial: ~ OWNER OWNER'SCO SULTANT 4 OWNER's Responsibilities ARTICLE 81 - FURTHER RESPONSmlLlTlES OF OWNER B1.01 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall: A. Provide OWNER'S CONSULTANT with 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 expandability, and any budgetary limitations. B. Furnish copies of all design and construction standards which OWNER will require to be included in the Contract Documents. C. Furnish copies of OWNER's standard forms, conditions and related documents for OWNER'S CONSUL T ANT to include in the Proposal Documents, when applicable. D. Furnish to OWNER'S CONSULTANT any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. E. Following OWNER'S CONSULTANTs assessmeDl of initially-available Project information and data, upon OWNER'S CONSULTANTs request, furnish or otherwise make available such additional Project related information and data as is reasonably required to enable OWNER'S CONSULTANT to complete its Basic and Additional Services. Such additional information or data would generally include the following: I. environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the Site and adjacent areas; and 2. data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. F. Give prompt written notice to OWNER'S CONSULTANT whenever OWNER observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of OWNER'S CONSULTANTs services, or any defect or nonconformance in OWNER'S CONSULTANTs services or in the work of any Design/Builder. G. Furnish, as appropriate, other services or authorize OWNER'S CONSULTANT to provide required Additional Services as set forth in Article A2. H. Arrange for safe access to and make all provIsIons for OWNER'S CONSULTANT and OWNER'S CONSUL T ANTs subconsultants to enter upon public and private property as required for OWNER'S CONSULTANT to perform services under the Agreement. Page 1 of 5 Pages (Exhibit 8 - OWNER's Responsibilities) .i I. Examine all alternate solutions, studies, reports, sketches, drawings, specifications, proposals and other documents presented by OWNER'S CONSULTANT (including obtaining advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. J. Provide reviews, approvals and permits from all governmental authorities having jurisdiction to approve all Phases of the Project designed or specified by OWNER'S CONSULTANT and such reviews, approvals and consents from others as may be necessary for completion of each Phase of the Project. K. Provide, as required for the Project: 1. accounting, bond and financial advisory, independent cost estimating and insurance counseling services; 2. legal services with regard to issues pertaining to the Project as OWNER requires, DesignlBuilder raises, or OWNER'S CONSULTANT reasonably requests; 3. such auditing services as OWNER requires to ascertain how or for what purpose DesignlBuilder has used the moneys paid; and 4. placement and payment for advertisement for Request for Qualifications and Request for Proposals in appropriate publications. L. Advise OWNER'S CONSULTANT 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. M. Furnish to OWNER'S CONSULTANT data as to OWNER's anticipated costs for services to be provided by others for OWNER so that OWNER'S CONSULTANT may make the necessary calculations to develop and periodically adjust OWNER'S CONSULTANTs opinion of Total Project Costs. N. If OWNER designates a construction manager, an individual or entity other than, or in addition to, OWNER'S CONSULTANT to represent OWNER at the site, defme and set forth in 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 OWNER'S CONSULTANT. O. If more than one prime contract is to be awarded for work designed or specified by OWNER'S CONSULTANT, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime contractors, and define and set forth the duties, responsibilities and limitations of authority of such individual or entity and the relation thereof to the duties, responsibilities and authority of OWNER'S CONSULTANT in an exhibit that is to be mutually agreed upon and attached to and made a part of this Agreement before such services begin. P. Attend the pre-proposal conference, Proposal opening, initial conferences, design and construction progress and other job related meetings, and Substantial Completion and fmal payment inspections. Q. Provide, as required by the Contract Documents, engineering surveys and staking to enable DesignlBuilder to proceed with the layout of the Work, and other special field surveys. R. 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 OWNER, prior to their incorporation into the Contract Documents, with appropriate professional interpretation thereof; Page 2 of 5 Pages (Exhibit 8 - OWNER's Responsibilities) S. Provide inspection or monitoring services by an individual or entity other than OWNER'S CONSULTANT (and disclose the identity of such individual or entity to OWNER'S CONSULT ANn as OWNER detennines necessary to verify: I. that DesignlBuilder is complying with any Laws or Regulations applicable to DesignlBuilder's performing and furnishing the Work; or 2. that DesignlBuilder is taking all necessary precautions for safety of persons or property and complying with any special provisions of the Contract Documents applicable to safety. I T. Provide OWNER'S CONSULTANT with the fmdings and reports generated by the entities providing services pursuant to subparagraphs B.1.0 I.R and S. Page 3 of 5 Pages (Exhibit B - OWNER's Responsibilities) t This is EXHIBIT C, consisting of -L pages, referred to in and part of the Standard Form of Agreement between OWNER and OWNER'S CONSULT ANT for Professional Services dated Initial: ~ OWNER OWNER'S CO SUL T ANT Payments to OWNER'S CONSULTANT for Services and Reimbursable Expenses Article 4 of the Agreement is supplemented as follows: ARTICLE 4-PA YMENTS TO OWNER'S CONSULTANT - LUMP SUM METHOD OF PAYMENT C4.01 For Basic Services Having a Determined Scope. A. OWNER shall pay OWNER'S CONSULTANT for Basic Services set forth in Exhibit A as follows: 1. A Lump Sum of $ 53.500 for Basic Services in Exbtbit A allocated as follows: a. Conceptual Document Phase b., Design/Build Phase $43.000 S 10.500 2. OWNER'S CONSULTANT may alter the distribution of compensation be~ween individual phases, noted herein, to be consistent with services actually rendered. but shall not exceed the total Lump Sum amount unless approved in writing by OWNER. 3. The Lump Sum includes compensation for OWNER'S CONSULTANTs services and services of OWNER'S CONSULTANTs Subconsultants, if any. Appropriate factors have been incorporated into the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. 4. The Lump Sum was determined on the basis of an orderly progression of services and completion of the Proposal or Negotiating Phase within 2 months. Should the time to complete the Work extend beyond this period. the Lump Sum for OWNER'S CONSULTANTs services shall be appropriately adjusted. 5. The portion of the Lump Sum billed will be based upon OWNER'S CONSULTANTs estimate of the proportion of the total services actually completed during the billing period to the Lump Sum. C4.02 For Additional Services Not Covered by Lump Sum. A. OWNER shall pay OWNER'S CONSULTANT for Additional Services as follows: 1. For services of OWNER'S CONSULTANTs principals and employees engaged directly in the Work pursuant to Article A2 of Exhibit A, except services as a consultant or witness under paragraph A2.01.E. an amount equal to the cumulative hours devoted to the Work by each class of OWNER'S CONSULTANTs employees times hourly rates for each applicable billing class for all Additional Services performed on the Work, plus Reimbursable Expense and OWNER'S CONSULTANT's Subconsultants' charges, if any. The Page I of 4 Pages (Exhibit C - Lump Sum Method of Payment for Basic Services) OWNER'S CONSULTANT's Standard Hourly Rates and Reimbursable Expenses Schedule is attached to this Exhibit C as Appendix_I. 2. For services performed by OWNER'S CONSULTANT's principals and employees as witnesses giving testimony in any litigation, arbitration or other legal or administrative proceeding under paragraph A2.0 I.E, at the rate of S 1,200 per day or any portion thereof (but compensation for time spent in preparing to testify in any such litigation, arbitration or proceeding will be on the basis provided in paragraph C4.02.A.1). Compensation for OWNER'S CONSULTANTs Subconsultants for such services will be on the basis provided in paragraph C4.04. C4.03 For Reimbursable Expen~es. A. OWNER shall pay OWNER'S CONSULTANT for the following categories of Reimbursable Expenses: transportation and subsistence thereto; providing and maintaining field office facilities, including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assistants, if any; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Conceptual Documents, and similar Work-related items in addition to those required by Exhibit A, and, if authorized in advance by OWNER, 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 other highly specialized equipment. B. The amounts payable to OWNER'S CONSULTANT for Reiinbursable Expenses will be the Work- related internal expenses actually incurred or allocated by OWNER'S CONSULTANT; plus all invoiced external Reimbursable Expenses allocable to the Work, the latter multiplied by a factor of 1.15. C4.04 For OWNER'S CONSULTANT's Subconsultant's Charges. A. Whenever compensation to OWNER'S CONSULTANT herein is stated to include charges of OWNER'S CONSULTANTs Subconsultants, those charges to OWNER shall be the amounts billed to OWNER'S CONSULTANT times a factor of 1.1. C4.05 Standard Hourly Rates. A. Standard Hourly Rates set forth in Appendix I to this Exhibit C include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overheaa, non-project operating costs, and operating margin or profit. C4.06 Other Provisions Concerning Payment A. Progress Payments. The portion of the amounts billed for OWNER'S CONSULTANTs services which are related to services rendered on the basis of the Standard Hourly Rates Method of Payment will be billed based on the cumulative hours devoted to the Work by each class of OWNER'S CONSULTANTs employees, times the Standard Hourly Rate for each such employee class, plus Reimbursable Expenses and OWNER'S CONSULTANTs Subconsultants' charges incurred during the billing period. B. Extended Contract Times. Should the Contract Times to complete the Work exceed the period in paragraph C4.02.A.I, payment for OWNER'S CONSULTANTs services on the basis of the Standard Hourly Rates Method of Payment shall be continued. C. Estimated Compensation Amounts. I. OWNER'S CONSULTANTs estimate of the amounts that will become payable for Additional Services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to OWNER'S CONSULTANT under the Agreement. Notwithstanding the fact that the estimated amounts for Additional Services are exceeded, OWNER'S CONSULTANT shall receive appropriate compensation based on the Standard Hourly Rates method for all Additional Services furnished or performed under this Agreement. Page 2 of 4 Pages (Exhibit C - Lump Sum Method of Payment for Basic Services) 2. When estimated compensation amOUJdS bne bca1 stated herein and it subsequently becomes apparent to OWNER'S CONSULTANT that a u.~"I -;... amount thus estimated will be exceeded, OWNER'S CONSULTANT shall give OWNER wriIIm .-ice thereof. Promptly thereafter OWNER and OWNER'S CONSULTANT shall review the matter of xu ices renaining to be performed and compensation for such services. OWNER shall either agree to sucfa o[--'I......<:ation exceeding said estimated amount or OWNER and OWNER'S CONSULTANT shall agree tD a ,~L..1ioo in the remaining services to be rendered by OWNER'S CONSULTANT, so that total compensation bsudl savices will not exceed said estimated amount when such services are completed. If OWNER'S C'ON.'SULTANT exceeds the estimated amount before OWNER and OWNER'S CONSULTANT have agreed lID _ inaease in the compensation due OWNER'S CONSULTANT or a reduction in the remaining servias.,. me OWNER'S CONSULTANT shall be paid for all services rendered hereunder. Page 3 of 4 PIgt:s (Exhibit C - Lump Sum Method ofhyDcal for Basic Services) Standard Hourly Rates and Reimbursable Expenses Schedule Current agreements for engineering services stipulate that the rates are subject to review and adjustment per Exhibit C. Standard Hourly Labor Rates and Reimbursable Expense rates on the date of the Agreement are: FEE SCHEDULE Effective June J, 2000 Principal ----------------------------------~ 120.001Hr. Sr. Engineer / Sr. Project Manager----------------..$110.001Hr Planner / Environmental SpeciaIist---------$ 75.001Hr. Engineer / Assistant Proj. Manager -------------------..$ 72.001Hr Landscape Architect -------------------$ 63.001Hr. Site Project Management ------------------------$ 63.001Hr. Jr. Engineer! Sr. Designer--------------------.-------$ 57.001Hr. Designer.--------------------------------~ 54.001Hr. Cad Operator----------------------------$ 48.501Hr. Clerical-----------------------------------~ 33.001Hr. PLUS EXPENSES..... Printing............................................................................. - 24 x 36.... .......................................................................................... - 30 x 42... .......................................................................................... - 8-]/2 x ] I $ 3.00 ea. S 5.00 ea. $ 0.]5 ea. Long Distance Telephone Calls ....................................... $ 5.00 ea. Express Postage................................................................ $ 25.00 ea. Mileage............................................................................. $ .32 mile All Sub-consultant services to be marked up 15% Page 4 of 4 Pages (Exhibit C - Standard Hourly Rates and Reimbursable Expenses Schedule) ~ . This is EXHIBIT D, consisting of...L.- page, referred to in and part of the Standard Form of Agreement between OWNER and OWNER'S CONSULT ANT for Professional Services dated , ~~ ~}J ~/ OWNER'S CONSULTANT --bf4..J- Duties, Responsibilities and Limitations of Authority Resident Project Representative ARTICLE Dl - RESIDENT PROJECT REPRESENTATIVE OMITTED Page 1 of 1 Page (Exhibit D - Resident Project Representative) . .. This is EXHIBIT E, consisting of -l- pages, referred to in and part of the Standard Form of Agreement between OWNER and OWNER'S CONSULTANT for Professional Services dated / Initial: b OWNER OWNER'SCO SULTANT Insurance Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties: E6.0S Insurance. The limits of liability for the insurance required by paragraph 6.05 of the Agreement are as follows: A. By OWNER'S CONSULTANT: Page 1 of 2 Pages (Exhibit E - Insurance) ~~O@".. :::0 E.RI.lfJC AI12:::0f:J~~I.AB I L IIY. INS ll.RANGJ;83~~~.2:::>< PRODucER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION . . .. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ACRC/MARSH HOLDER. THIS CERTIFICATE OOES NOT AMEND. EXTEND OR 800 Market St, Ste. 2600 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. St. Louis MO 63101-2500 COMPANIES AFFORDING COVERAGE DA;E (MHOON)') Phone No. 800 -33 8 -13 91 Fax No.8 8 8 -.621- 3173 INSURED COMPANY A Hartford Insurance Company COMPANY 8 Johnson, Laschober & Assoc P.C P.O. Box 2103 Augusta GA 30903 (;~:r:;~~~~::::::::::::::::::::::::::::::::::::::::::::::::::::: COMPANY C COMPANY o THIS IS TO CERTIFY THAT TIlE POLICIES OF INSURANCE LISTED BelOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING Am REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, TIlE INSURAt~E AFFORDED BY TIlE POLICIES DESCRIBED HEREIN IS SUBJECT TO AlL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY "AVE BEEN REDUCED BY PAlO CLAIMS. -;l I _____ ~NEMLlIABIlITY A X COMMERCIAl GENERAL LIABILITY :::::: I CLAIMS MADE m OCCUR _ OWNER'S & CONTRACTOR'S PROT TYPE OF INSURANCE f--- -. POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE (MWOOIYY) DATE (MMIDtVYY) lIMJrS 84SBXCR3485 11/01/00 11/01/01 GENERAL AGGREGATE PRODUCTS. COMPIOP AGO PERSONAL & ADV INJURY EACH OCCURRENCE FIRE DAMAGE (Anyone nre) MED EXP (Any one person) $ 2000000 $ 2000000 $ 1000000 $ 1000000 $300000 $ 10000 $ 1000000 - A ~TOI,tOBIlE LIABILITY ANY AUTO - _ ALL OWNED AUTOS SCHEDULED AUTOS 84SBXCR3485 11/01/00 11/01/01 COMBINED SINGLE LIMIT - ...!. HIRED AUTOS ~ NON.OWNED AUTOS BODILY INJURY (Per person) BODILY INJURY (Per acddenl) I-- PROPERTY DAMAGE $ ~RAGE LIABILITY I-- ANY AUTO ~ AUTO ONLY. EA ACCIDENT OTHER THAN AUTO ONLY: $ .. . . - . . . . . . . . . . EAC" ACCIDENT $ EXCESS LIABILITY 4 UMBRellA FORM I OTHER THAN UMBRelLA FORM WORKERS COMPEtJSATIOtJ AND EMPlOYERS' LIABIUTY AGGREGM E $ EACH OCCURRENCE S AGGREGATE A THE PROPRIETORI PARTNEn~ECUTIVE OFFICEHS ARE: OTHER 'RINCL EXCL 84WBVBC4424 11/01/00 11/01/01 S X IfcfR~r(l~YTS I lo~~- :77,:-:, EL EACH ACCIDENT S 500 0 0 0 EL DISEASE. POLICY LIMIT S 500000 EL DISEASE. EA EMPLOYEE $ 500 000 DESCRIPTION OF OPERAT10NSIlOCATIONSIVEHICLESiSPECIALITEMS ACO~:Q::2$:$:{~?$$):::::::::::::::::>:::<::::::::::-:::::>>:::::: :.: : : ........ . . -.. . . ..... ..... ::: :::::::::::: .9A~Gl;q:ATIQN:: ::::::: ::::: ::::::::::::::::::::::::::: :::: :::::::::::::::::::::::::::::::::::::::::::::::: ::::: ::::.:::.::: SHOUlD At/'( OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TlfE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAn. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE "OLDER NAMED TO TIlE lEF T. BUT FAILURE TO MAn. SUCH NOTICE SHAlLIMPQSE NO OBLIGATION OR LIABiliTY OF At/'( KINO UPON THE COMPANY, ITS AGENTS OR REPRESENTA TIVES. ~ CL~~AtK>N,~.~&.1 ORIGINAL UPDA HAVE BEEN ORDTE~EgERTIF'CATES ISSUED BY INSURANC AND WIll BE E COMPANIES .. .:- ~ At;'ORD~ ':CERTIFICA TE OF LIABILITY INSURANCE CSR.l~ DATE (MMlUOf)l) ....... . . . :. ............ :: JOHNS 3 . . . r'" ,..... . THIS CERTIFICATE IS ISSUED AS A MA HER OF INFORMA liON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE PRODUCER A & E Jim Anderson & Co. 121 Langley Dr Lawrenceville GA 30245 Lee Edmond phone No. 770-962-4111 FuND. 770:-3]_~.=2p_62 INSURED COMPANY ^ SECURITY INS CO OF HARTFORD COMf'ANY B Johnson,Laschober & Associates P.O. Box 2103 Augusta GA 30903 COVERAGES .. THIS IS TO CERTIFY THAT THE POLICIES (}f' I: :::' '~N-JCE LIST ED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMEI IT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY rErHAlIl. TIlE II~SURAlJCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COMPANY C COMPANY D CO LTR TYPE OF n~SURAIICE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE (MMIDDIYY) DATE (MMJODNY) GEllERAL AGGREGATE PRODUCTS. COMPIOP AGG S PERSOl"AL & ADV INJURY EACH OCCURRENCE FIRE DAMAGE (Anyon.. fir..) MEO EXP (Anyon.. p....on) COMBINED SINGLE LIMIT BOOfl Y ItIJURY (P.... person) BOOll Y IN.!URY (P.... .ccKl..n') PROPERTY DAMAGE AUTO ONl Y . EA ACcrDEIJ r ---. -------- _._~-- OTIIER TIIMI Aura OllL Y .--.-..-. ------- EACII ACCIDEIJT S AGGREGATE S EACH OCCURREIlCE AGGREGATE 0111. ER EL DISEASE. POLICY LIMIT El Ot~=..~E . =A EMPLOYEE S 12/30/99 12/30/00 Ea. Claim $500,000 Ann. Agg. $500,000 GENERAL LIABilITY COMMERCIAL GENERAL LIABILITY ::J CLAIMS MADE 0 OCCUR ownER'S & CONTRACTOR'S PROT AUTOMOBilE LIABiliTY ANY AUTO ALL OWNEI) AUTO::; SCHEOVLED AUTOS HIRED Aums NON.OWNED AUTOS G~.RAGE l~.CIlITY ANY A'JIO EXCESS lIABn.ITY UMBRElLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPEIISA TIOII AND EMPlOYERS' lIABILITY THE PROPnlET Olll P^,1 f/JERSlEXECUTlVE OFFICERS ARE: OTHER A Pl:ofessional Liability INeL EXCL PL51?011-02 DESCRIPTION OF OPERATIONSIlOCMIONSNEIIICI.e::;;::pi:n"i. II fM~ For Professional LiabilitYl ~qgregat~ limit is total insurance available fOl: claims presented within po i~y period for all operations of insured. Limit will be reduced by payment of inde~lity and expenses. ORIGINAL UPDATED CERTIFICATES HAVE BEEN ORDERED AND WILL BE ISSUED BY INSURANCE COMPANIES CANCELLATION. :: I .. SHOULD ANY OF THE ABOVE DESCRIBEO POliCIES BE CANCELLED BEFORE TIlE EXPIRATION DATE THER!:OF, THE ISSUING COMPANY WILL ENDEAVOR TO MAil .;3_Q...- t:"v~ WRmEN NOTICE TO THE CERTlFlCATE HOLDER NAMED TO THE lEFT. BUT FAILURE TO MAIL SUCH NOncE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF AllY KINO UPON THE COMPANY, ITS AGENTS OR REf'RESEtlTAnvES. AUTHORIZED REPRESEN~A~IV~ .c .' \. Lee Edmond ,/':':...>" :.' . .... . -. .. , . ~.. . .....:... ..;..;.~::::..,:.. .~.. .." AC"C;RD CORPORATION 19f.~ A~9.~P 2~.S W$S) ?\r:::': .. ~ .. . " . " This is EXHIBIT F, consisting of -L page. refared 10 in and part of the Standard Form of Agreement betwea OWNER and OWNER'S CONSULT ANT for Professional Services dated Initial: I\.h,~/ ~ O~ER ~~ ~ OWNER'SCONSULTANT c?~ Dispute Resolution Paragraph 6.09 of the Agreement is amended and supplemented to include the following agreement oflbe parties: F6.09. Dispute Resolution. A. OWNER and OWNER'S CONSULTANT agree that they shall submit any and all unsettled claims, counterclaims, disputes and other matters in question between them arising out of or relating to this Agreement or the breach thereof ("disputes"), to mediation. B. All disputes between OWNER and OWNER'S CONSULTANT not resolved under paI~~F6.09.A n will be decided in accordance with the laws of the state of Georgi~ t-t-<.. ~~iA ,< &-'Y" a, ~v- f of' 'cj,~<Y ~~ I G;e."Cr"Yre. t)~JJG.JL5 CtMr;aLTlI~~ A., f')Ce-~~L7, flus' Act~~ ~CA'Pzc-t.ik1 ~~.<lA--fs -/b U,~ ~f) jlLV'r5rtcJ,~ ,~ft-e ~C?- ~f ?[y Jf-,'<h;<W"'.I ~ fJMl! Wcwi/eJ ~ r-Jp.<f fr ~ecl &v ~tzff 5&JPle. Page 1 of I Page (Exhibit F - Dispute Resolution) "I~. I, " . . This is EXHIBIT G, consisting of -1- pages, referred to in and part of the Standard Form of Agreement between OWNER and OWNER'S CONSULTANT for Professional Services dated ::~R L]#J~ /OdJ" OWNER'ScdNSULTANT ~ Allocation of Risks Paragraph 6.11 of the Agreement is amended and supplemented to include the following agreement of the parties: G6.ll.D Limitation of OWNER'S CONSULTANT'S Liability 1. OWNER'S CONSULTANT shall procure and maintain insurance as required by and set forth in Exhibit E to this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, the total liability, in the aggregate, of OWNER'S CONSULTANT and OWNER'S CONSULTANTs officers, directors, partners, employees, agents and OWNER'S CONSULTANTs Subconsultants, and any of them, to OWNER and anyone. claiming by, through or under OWNER, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract or warranty express or implied, of OWNER'S CONSULTANT or OWNER'S CONSULTANT's officers, directors, partners, employees, agents or OWNER'S CONSULTANTs Subconsultants or any of them (hereafter "OWNER's Claims"), shall not exceed the total insurance proceeds paid on behalfoforto OWNER'S CONSULTANT by OWNER'S CONSULTANTs insurers in settlement or satisfaction of OWNER's Claims under the terms and conditions of OWNER'S CONSULTANTs insurance policies applicable thereto (excluding fees, costs and expenses of investigation, claims adjustment, defense and appeal). Ifno such insurance coverage is provided with respect to OWNER's Claims, then the total liability, in the aggregate, of OWNER'S CONSULTANT and OWNER'S CONSULTANTs officers, directors, partners, employees, agents and OWNER'S CONSULTANTs Subconsultants and any of them to OWNER and anyone claiming by, through or under OWNER, for any and all such uninsured OWNER's claims shall not exceed $25,000. Page I of I Pages (Exhibit G - Allocation of Risks t~ ~,. ~. . . ~ This is EXHIBIT H, consisting of -L. pages, referred to in and part of the Standard Form of Agreement between OWNER and OWNER'S CONSULTANT for Professional Services dated ~::R ~. /1m OWNER'S CONSULTANT ~ Special Provisions HI.OI. NONE Page I of I Page (Exhibit H - Special Provisions)