HomeMy WebLinkAboutRailRoad Street Improvement Project
Augusta Richmond GA
DOCUMENT NAME~CL\ \~ S+yec-\- "I ry,\vV-OV erne'\\ T
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DOCUMENT TYPE: A5vee.r-nen+
YEAR: 2J;)o 0
BOX NUMBER: O(
FILE NUMBER: I if (p H
NUMBER OF PAGES:
29:
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STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
RAILROAD STREET
IMPROVEMENT PROJECT
Prepared For:
Augusta-Richmond County Commission
530 Greene Street
Augusta, Georgia 30911
~ ~. 'Prepared By:
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W. R.' Toole Engineers, Inc.
349 Greene Street
Augusta, Georgia 30901
(706) 722-4114 1 fax (706) 722-6219.
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ST ANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
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THIS IS AN AGREEMENT effective as of January 5
Augusta-Richmond County Commission
, 20..!lli- between
("OWNER") and
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W. R. Toole Engineers. Inc. ("ENGINEER).
OWNER intends to Accomplish reconstruction of Railroad Street embankment and roadway as detailed in attached proposal
dated November 18. 1999..
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("Project").
OWNER and ENGINEER, in consideration of their mutual covenants as set forth herein agree as follows:
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The Engineer shall provide professional engineering services with respect to project, and the Owner shall make
payments for those services as set forth below.
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Execution of this agreement by Engineer and Owner constitutes Owner's written authorization to Engineer to proceed
on the date above as set forth in this agreement.
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3.
This agreement will become effective on the date fIrst above written.
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Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page I of 12
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ARTICLE 1 - SERVICES OF ENGINEER
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1.01 Scope
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A. ENGINEER shall provide the Basic and Additional
Services set forth herein and in Exhibit A.
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B. Upon this Agreement becoming effective,
ENGINEER is authorized to begin Basic Services as set
forth in Exhibit A.
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C. If authorized by OWNER, ENGINEER shall
furnish Resident Project Representative(s) with duti~s,
responsibilities and limitations of authority as set forth in
Exhibit D.
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ARTICLE 2 - OWNER'S RESPONSmILITIES
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2.01
General
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A. OWNER shall have the responsibilities as set forth
herein and in Exhibit B.
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ARTICLE 3 - TIMES FOR RENDERING SERVICES
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3.01 General
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A. ENGINEER's services and compensation under this
Agreement have been agreed to in anticipation of the orderly
and continuous progress of the Project through completion.
Unless specific periods of time or specific dates for
providing services are specified in this Agreement,
ENGINEER's obligation to render service hereunder will be
for a period of which may reasonably be required for the
completion of said services.
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B. If in this Agreement specific periods of time for .
rendering services are set forth or specific dates by whic:h
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
IfOWNERhas requested changes in the scope, extent, or
character of the Project, the time of performance of
ENGINEER's services shall be adjusted equitably.
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C. For purposes of this Agreement the term "day"
means a calendar day of 24 hours.
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3.02 Suspension
A. If OWNER fails to give prompt written
authorization to proceed with any phase of services after
completion of the immediately preceding phase, or if
ENGINEER's services are delayed through no fault of
ENGINEER, ENGINEER may, after giving seven days
written notice to OWNER, suspend services under this
Agreement.
B. If ENGINEER's services are delayed or suspended
in whole or in part by OWNER, or if ENGINEER's services
are extended by Contractor's actions or inactions for more
than 90 days through no fault of ENGINEER, ENGINEER
shall be entitled to equitable adjustment of rates and amounts
of compensation provided for elsewhere in this Agreement to
reflect, reasonable costs incurred by ENGINEER in
connection with, among other things, such delay or
suspension and reactivation of the fact that the time for
performance under this Agreement has been revised.
ARTICLE 4 - PAYMENTS TO ENGINEER
4.01 Methods of Payment for Services and
Reimbursable Expenses of ENGINEER
A. For Basic Services. OWNER shall pay
ENGINEER for Basic Services performed or furnished
under Exhibit A, Part I, as set forth in Exhibit C.
B. For Additional Services. OWNER shall pay
ENGINEER for Additional Services performed or furnished
under Exhibit A, Part 2, as set forth in Exhibit C.
C. For Reimbursable Expenses. In addition to
payments provided for in paragraphs 4.01.A and 4.01.B,
OWNER shall pay Engineer for Reimbursable Expenses
incurred by ENGINEER and ENGINEER's Consultants as
set forth in Exhibit C.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices;: Invoices will be prepared .
in accordance with ENGINEER's standard invoicing
practices and will be submitted to OWNER by ENGINEER,
unless otherwise agreed. The amount billed in each invoice
will be calculated as set forth in Exhibit C.
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B. Payment of Invoices. Invoices are due and payable
within 30 days of receipt. If OWNER fails to make any
payment due ENGINEER for services and expenses within
30 days after receipt of ENGINEER's invoice therefor, the
amounts due ENGINEER will be increased at the rate of
1.0% per month (or the maximum rate of interest permitted
by law, if less) from said thirtieth day. In addition,
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Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 12
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ENGINEER may, after giving seven days written notice to
OWNER, suspend services under this Agreement until
ENGINEER has been paid in full all amounts due for
services, expenses, and other related charges. Payments will
be credited fIrst to interest and then to principal.
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C. Disputed Invoices. In the event of a disputed or
contested invoice, only the portion so contested by be
withheld form payment, and the undisputed portion-will be
paid.
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D. Payments Upon Termination
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1. In the event of any termination under
paragraph 6.06, ENGINEER will be entitled to invoice
OWNER and will be paid in accordance with Exhibit C
for all services performed or furnished and all
Reimbursable Expenses incurred through the effective
date of tennination.
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2. In the event oftenninationby OWNER for
convenience or by ENGINEER for cause, ENGINEER,
in addition to invoicing for those items identified in
subparagraph 4.02.D.l, shall be entitled to invoice
OWNER and shall be paid a reasonable amount for
services and expenses directly attributable to
tennination, both before and after the effective date of
termination, such as reassignment of personnel, costs of
terminating contracts with ENGINEER's Consultants,
and other related close-out costs, using methods and
rates for Additional Services as set forth in Exhibit C.
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E. Records of ENGINEER's Costs. Records of
ENGINEER's costs pertinent to ENGINEER's
compensation under this Agreement shall be kept in
accordance with generally accepted accounting practices. To
the extent necessary to verify ENGINEER's charges and
upon OWNER's timely request, copies of such records will
be made available to OWNER at cost. .
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.F. Legislative Actions. In the event oflegislative
actions after the Effective DateoffueAgreement 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 sh-all be
applied. Should such taxes, fees, or costs be imposed, they
shall be in addition to ENGINEER's estimated total
compensation.
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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 oflabor,
materials, equipment, or services furnished by others, or over
the Contractor's methods of determining prices, or over
competitive bidding or market conditions, ENGINEER
cannot and does not guarantee that proposals, bids, or actual
Construction Cost will not vary from opinions of probable
Construction Cost prepared by ENGINEER. If OWNER
wishes greater assurance as to probable Construction Cost,
OWNER shall employ an independent cost estimator as
provided in Exhibit B.
5.02 Designing to Construction Cost Limit
A. If a Construction Cost limit is established between
OWNER and ENGINEER, such Construction Cost limit and
a statement of ENGINEER's rights and responsibilities with
respect thereto will be specifically set forth in Exhibit F,
"Construction Cost Limit", to this Agreement.
5.03 Opinions of Total Project Costs
A. ENGINEER asswnes 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 arl:d'skill "."-.',.,, .... . ..
ordinarily used by members of ENGINEER's profession
practicing under similar circwnstances at the same time and
in the same locality. ENGINEER makes no warranties,
express or implied, under this Agreement or otherwise, in
connection with ENGINEER's services.
B. ENGINEER shall be responsible for the teclmical
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
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Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 12
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OWNER-furnished information.
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C. ENGINEER shall perform or furnish professional
engineering and related services in all phases of the Project
to which this Agreement applies. ENGINEER shall serve as
OWNER's prime professional for the Project. ENGINEER
may employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or furnishing of
the services. ENGINEER shall not be required to employ
any ENGINEER's Consultant unacceptable to ENGINEER
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D. ENGINEER and OWNER shall comply with
applicable Laws or Regulations and OWNER-mandated
standards. This Agreement is based on these requirements
as of its Effective Date. Changes to these requirements after
the Effective Date of this Agreement may be the basis for.
modifications to OWNER's responsibilities or to
ENGINEER's scope of services, time of performance, or -
compensation.
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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
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F. OWNER shall make decisions and carry out its
other responsibilities in a timely manner and shall bear all
costs incident thereto so as not to delay the services of
ENGINEER.
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G. Prior to the commencement of the Construction
Phase, OWNER shall notify ENGINEER of any variations
from the language indicated in Exhibit E, "Notice of
Acceptability of Work," or of any other notice or certification
that ENGINEER will be requested to provide to OWNER or
third parties in connection with the Project. OWNER and
I. ENGINEER shall reach agreement on the terms of any such
"_. requested notice of certification, and OWNER shall
'" '."':-"authorize such Additional Services as are necessary to'enaple'.
ENGINEER to provide the notices or certifications
requested.
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H. ENGINEER shall not be required to sign any
documents, no matter by whom requested, that would result
in the ENGINEER's having to certify, guarantee or warrant
the existence of conditions whose existence the ENGINEER.
cannot ascertain. OWNER agrees not to 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:
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1. Duririg 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
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, ENGINEER and Owner shall designate specific
individuals to act as ENGINEER's and OWNER's
representatives with respect to the services to be performed
or furnished by ENGINEER and responsibilities of OWNER
under this Agreement. Such individuals shall have authority
to transmit instructions, receive information, and render
". ,. decisions relative to'the Project on behalf of each respective
party .
6.03 Design without Construction Phase Services
A. Should OWNER provide Construction Phase services
with either OWNER's representatives or a third party,
ENGINEER's Basic Services under this Agreement will be
considered to be completed upon completion of the Final
Design Phase or Bidding or Negotiating Phase as outlined in
Exhibit A.
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Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12
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B. It is understood and agreed that if ENGINEER's
Basic Services under this Agreement do not include Project
observation, or review of the Contractor's perfomiance, or
any other Construction phase services, and that such services
will be provided by OWNER, then OWNER asswnes all
responsibility for interpretation of the Contract Docwnents
and for construction observation or review and waives any
claims against the ENGINEER that may be in any way
connected thereto.
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6.04 Use of Documents
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A All Docwnents are instruments of service in respect
to this Project, and ENGINEER shall retain ,m ownership
and property interest therein (including the right of reuse at
the discretion of the ENGINEER) whether or not the Project
is completed.
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B. Copies of OWNER-furnished data that maybe
relied up.on by ENGINEER are limited to the printed copies
(~lso 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.
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C. Copies ofDocwnents 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, oLof
other types that are furnished by ENGINEER to OWNER
are only for convenience of OWNER. Any conclusion or
information obtained or derived from such electronic files
will be at the user's sole risk.
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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 thNeceiving 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 docwnents
stored in electronic media format after acceptance by
OWNER.
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E. When transferring docwnents in electronic media
format, ENGINEER makes no representations as to long
term compatibility, usability, or readability of docwnents
resulting from the use of software application packages,
operating systems, or computer hardware differing from
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those used by ENGINEER at the beginning oftrus Project.
F. OWNER may make and retain copies of
Docwnents for information and reference in cOlUlection with
use on the Project by OWNER. Such Docwnents are not
intended or represented to be suitable for reuse by OWNER
or others on extensions of the Project or on any other project.
Any such reuse or modification without written verification
or adaptation by ENGINEER, as appropriate for the specific
purpose intended, will be at OWNER's sole risk and without
liability or legal exposure to ENGINEER or to ENGINEER's
Consultants. OWNER shall indemnify and hold hannless
damages, losses, and expenses, including attorneys' fees
arising out of or resulting therefrom.
G. If there is a discrepancy between the electronic tiles
and the hard copies, the hard copies govern.
H. Any verification or adaptation of the Docwnents for
extensions of the Project or for any other project will entitle
ENGINEER to further compensation at rates to be agreed
upon by OWNER and ENGINEER.
6.05 Insurance
A ENGINEER shall procure and maintain insurance
as set forth in Exhibit G, "Insurance."
B. OWNER shall procure and maintain insurance as
set forth in Exhibit G, "Insurance." OWNER shall cause
ENGINEER and ENGINEER's Consultants to be listed as
additional insureds on any general liability or property
insurance policies canied by OWNER which are applicable
to the Project.
C. OWNER shall require Contractor to purchase and
maintain general liability and other insurance as specified in
the Contract Docwnents 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. ..... .
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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's interests are covered and that in the event of
payment of any loss or damage the insurers will have no
rights of recovery against any of the insureds or additional
insureds thereunder.
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Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12
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F. At any time, OWNER may request that
ENGINEER, at OWNER's sole expense, provide additional
insurance coverage, increased limits, or revised deductibles
that are more protective than those specified in EXhibit G. If
so requested by OWNER, with the concurrence of
ENGINEER, and if commercially available, ENGINEER
shall obtain and shall require ENGINEER's Consultants to
obtain such additional insurance coverage, different limits, or
revised deductibles for such periods of time as requested by
OWNER, and Exhibit G will be supplemented to incorporate
these requirements.
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6.06 Termination
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A. The obligation to provide further services lll1der
this Agreement may be terminated:
I. For cause,
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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 .
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b. By ENGINEER:
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I) upon seven days written notice if .
ENGINEER believes that ENGINEER is
being requested by 0 WNER to furnish or
perform services contrary to
ENGINEER's responsibilities as a licensed
professional; or
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2) upon seven days written notice if
the ENGINEER's services for the Project are
delayed or suspended for more than 90 days
for seasons beyond ENGINEER's control. .
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_ 3) ENGINEER shall have no liability
to OWNER on accolll1tofsuch termination~,..
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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
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diligently to cure the same, them the cure
period provided for herein shall extend up to,
but in no case more than, 60 days after the
date of receipt of the notice.
2. For convenience.
a. By OWNER effective upon the receipt
of notice by ENGINEER.
B. The terminating party lll1der paragraphs 6.06A I or
6.06.A.2 may set the effective date of termination at a time
up to 30 days later than otherwise provided to allow
ENGINEER to demobilize personnel and equipment from
the Site, to complete tasks whose value would otherwise be
lost, to prepare notes as to the status of completed and
uncompleted tasks, and to assemble Project materials in
orderly files.
6.07 Controlling Law
A. This Agreement is to be governed by the law of the
state in which the Project is located.
6.08 Successors, Assigns, and Beneficiaries
A. OWNER and ENGINEER each is hereby bound
and thepartners, successors, executors, administrators and
legal representatives of OWNER and ENGINEER (and to
the extent pernlitted by paragraph 6.08.B the assigns of
OWNER and ENGINEER) are hereby bound to the other
party to this administrators and legal representatives (and
said assigns) of such other party, in respect of all covenants,
agreements and obligations of this Agreement.
B. Neither OWNER nor ENGINEER may assign,
sublet, or transfer any rights lll1der or interest (including, but
without limitation, moneys that are due or may become due)
in this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or stated
, to the contrary. in any written consent to any assignment, no .
assignment will release or discharge the assignor' from any".e. .
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
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
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Between Owner and Engineer for Professional Services
Page 6 of 12
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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 substaiice of the
provisions ofthis paragraph 6.08.C shall appear in the.
Contract Documents.
F. If ENGINEER's services under this Agreement
cannot be performed because of a Hazardous Environmental
Condition, tile eXistence of the condition shalljusti1}r
ENGINEER's terminating this Agreement for cause on 30
days notice.
6.09 Dispute Resolution
6.11 Allocation of Risks
A OWNER and ENGINEER agree to negotiate all
disputes between them in good faith for a period of30 days
from the date of notice prior to exercising their rights under
law.
A. Indemnification
1. To the fullest extent permitted by law,
ENGINEER shall indemnify and hold harmless
OWNER'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.
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.
2. To the fullest extent permitted by law,
OWNER shall indemnify and hold harmless
ENGINEER, ENGINEER's Consultants from and
against any and all costs, losses, and damages
(including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals,
and all court or arbitration or other dispute resolution
costs) caused' solely by the negligent acts or omissions
of OWNER or OWNER's officers, directors, partners,
employees, and OWNER's consultants with respect to
this Agreement or the Project.
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
Hazardous Environmental Condition, ENGfNEER may, at
its option and without liability for consequential or any other
damages, suspend performance of services on the portion of
the Project affected thereby until OWNER: (i) retains
appropriate specialist consuItant(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 applicableLilws and' ...,.'
Regulations. - -
3. To the fullest extent permitted by law,
ENGINEER's total liability to OWNER and anyone
claiming by, through, or under OWNER for any cost,
loss, or damages caused in part by the negligence of
ENGINEER and in part by the negligence of OWNER
or any other negligent entity or individual, shall not
. exceed the percentage share that ENGINEER's
negligence bears to the total negligence of OWNER,
ENGINEER, and all other negligent entities and
individuals.
E. OWNER acknowledges that ENGINEER is
performing professional services for OWNER and that
ENGINEER. is not and shall not be required to become an
"arranger," "operator," "generator," or "transporter" of ,-
hazardous substances, as defmed in the Comprehensive
Environmental Response, Compensation, and Liability Act
of 1990 (CERCLA), which are or may be encountered at or
near the Site in connection with ENGINEER's activities
under this Agreement.
4. In addition to the indemnity provided under
paragraph 6.11.A.2 of this Agreement, and to the
fullest extent permitted by law, OWNER shall
indemnify and hold hannless ENGINEER and its
officers, directors, partners, employees, and
ENGINEER's Consultants from an against all costs,
losses, and damages (including but not limited to all
fees and charges of engineers, architects, attorneys, and
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Between Owner and Engineer for Professional Services
Page 7 of 12
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other professionals, and all court or arbitration or other
dispute resolution costs) caused by, arising out of or
resulting from a Hazardous Environmental Condition,
provided that (i) any such cost, loss, or damage is
attributable to bodily injury, sickness, disease, or death,
or to injury to or destruction of tangible property (other
than completed Work), including the loss of use
resulting therefrom, and (ii) nothing in this paragraph
6. I I.AA. 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
A. Any notice required under this Agreement will be
in writing, addressed to the appropriate party at its address
on the signature page and given personally, or by registered
or certified mail postage prepared, or by a commercial .
courier servIce. All notices shall be effective upon the date
of receipt.
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 Dermed Terms
A. Wherever used in this Agreement (including the
Exhibits hereto) and printed with initial or all capital letters,
the terms listed below have the meanings indicated, which
are applicable to both the singular and plural thereof:
1. Addenda-- Written or graphic instruments
issued prior to the opening of Bids which clarify,
correct, or change the Bidding Documents.
2. Additional Services-- The services to be
performed for or furnished to OWNER by ENGINEER
in accordance with Exhibit A, Part 2 of this Agreement.
3. Agreement-- This "Standard Form of
Agreement between OWNER and ENGINEER for
Professional Services," including those Exhibits listed
in Article 8 hereof.
4. Application for Payment-- The form
acceptable to ENGINEER which is to be used by
Contractor in requesting progress or fmal payments for
the completion of its Work and which is to be
accompanied by such supporting documentation as is
required by the 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 and 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'Do'cumenis-:..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.
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.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 12
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10. Construction Agreement-- The written
instrument which evidence of the agreement, contained
in the Contract Documents, between OWNER ahd
Contractor covering the Work.
payment.
16. Contractor--An individual or entity with
whom OWNER enters into a Construction Agreement.
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II. 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
Regulations or by the terms of any applicable special
guarantee or specific provision of the Contract
Documents.
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12. Construction Cost-- The cost to OWNER of
those portions of the entire Project designed or
specified by ENGINEER. Construction Cost does not
include costs of services of ENGINEER or other design
professionals and consultants, cost of land, rights-of-
way, or compensation for damages to properties, or
OWNER's costs for legal, accounting, insunmce
counseling or auditing services, or interest and
financing charges incurred in connection with the
Project, or the cost of other services to be provided by
others to OWNER pursuant to Exhibit B of this
Agreement. Construction Cost is one of the items
comprising Total Project Costs.
18. Defective--Anadjective which, when
modifying the Work, refers to Work that is
unsatisfactory, faulty, or deficient, in that it does not
conform to the Contract Documents, or does not meet
the requirements of any inspection, reference standard,
test, or approval referred to in the Contract Documents,
or has been damaged prior to ENGINEER's
recommendation of final payment.
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13. Contract Documents--Documents that
establish the rights and obligations of the parties
engaged in construction and include the Construction
Agreement between OWNER and Contractor, Addenda
(which pertain to the Contract Documents),
Contractor's Bid (including documentation
accompanying the Bid and any post-Bid documentation
submitted prior to the notice of award) when attached
as an exhibit to the Construction Agreement, the notice
to proceed, the bonds, appropriate certifications, the
General Conditions, the Supplementary Conditions, the
Specifications and the Drawings as the same are more
specifically identified din the Construction Agreement,
together with al Written Amendments, Change Orders,
Work Change Directives Field Orders, and
ENGINEER's written interpretations and clarifications
issue don or after the Effective Date of the Construction
Agreement. Approved. Shop Drawings and the reports
and drawings of subswfaceand physical conditions are
not Contract Documents.
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.
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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 defined.
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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.
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14. Contract Price-- The moneys payable by
OWNER to Contractor for completion of the Work in
accordance with the Contract Documents and asstate
in the Construction Agreement.
22. Effective Date of the Agreement-- The date
indicate din this Agreement on which it becomes
effective, but if no such date is indicated, it means the
date on which the Agreement is signed and delivered
by the last of the two parties to sign and deliver.
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15. Contract Time-- The numbers of days or the
dates stated in the Construction Agreement to: (i)
achieve Substantial Completion, and (ii) complete the
Work so that it is ready for fmal payment as evidenced
by ENGINEER's written recommendation offmill .
23. ENGINEER's Consultants--Inclividuals 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.
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Standard Form of Agreement
Between O~er and Engineer for Professional Services
Page 9 of 12
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24. Field Order--A written order issued by
ENGINEER which directs minor changes to the Work
but which does not involve a change in the Coritract
Price or the Contract Time.
performing or furnishing of Basic and Additional
Services for the Project for which OWNER shall pay
ENGINEER as indicated in Exhibit C.
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25. General Conditions-- That part of the
Contract Documents which sets forth terms, conditions,
and procedures that govern the Work to be performed
or furnished by Contractor with respect to the Project.
34. Resident Project Representative-- The
authorized representative of ENGINEER, if any,
assigned to assist ENGINEER at the Site during the
Construction Phase. The Resident Project
Representative will be ENGINEER's agent or
employee and under ENGINEER's supervision. As
used herein, the term Resident Project Representative
includes any assistants of the Resident Project
Representative agreed to by OWNER. The duties and
responsibilities of the Resident Project Representative
are as set forth in Exhibit D.
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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.
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27. Hazardous Wasten 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.
35. SamplesnPhysical 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.
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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.
36. Shop DrawingsnAll 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.
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29. PCB 'Sn Polychlorinated biphenyls.
37. SitenLands 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.
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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.
38. Specificationsn That part of the Contract
Documents consisting of written teclmical descriptions
of materials, equipment, systems, standards, and
workmanship as applied to the work and certain
administrative details applicable thereto.
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31.' Radioactive Materials--Source, special
nuclear, or byproduct material as defmed by the Atomic
Energy Act of 1956 (42 U SC Section 20 11 e~ seq.) as
amended from time to time: ......
39. Substantial Completion-- The time at-which'
the Work (or a specified part thereof) has progressed to
the point where, in th.e 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.
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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.
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33. Reimbursable Expenses--The expenses
incurred directly by ENGINEER in connection with tlie
40. Supplementary Conditions-- That part of the
Contract Documents which amends or supplements the
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Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
D
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General Conditions.
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41. Total Project Costs-- The sum of the
Construction Cost, allowances for contingencies, the
total costs of services of ENGINEER, or other design
professionals and consultants, cost of land, rights-of-
way, or compensation for damages to properties, or
OWNER's costs for legal, accounting, insurance
counseling or auditing services, or interest and
fmancing charges incurred in connection with the
Project, or the cost of other services to be provided by
others to OWNER pursuant-to Exhibit B of this
Agreement.
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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.
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43. Work Change Directive--A written directive
to Contractor issued on or after the Effective Date of
the Construction Agreement and signed by OWNER
. upon recommendation of the ENGINEER, ordering an
addition, deletion, or revision in the Work, or
responding to differing or unforeseen subsurface or
physical conditions under which the Work is to be
performed or to emergencies. A Work Change
Direction will not change the Contract Price or the
. Contract Times but is evidence that the parties expect
that the change directed or documented by a Work
Change Directive will be incorporated in a
subsequently issued Change Order following
negotiations by the parties as to its effect, if any, on the
Contract Price or Contract Times.
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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.
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ARTICLE 8 - EXlliBITS AND SPECIAL
PROVISIONS
8.01 Exhibits Included
A. Exhibit A, "ENGINEER's .Services," consisting of
L pages.
B. Exhibit B, "OWNER's Responsibilities," consisting
of ---L- pages.
D. Exhibit C, "Payments to Engineer for Services and
Reimbursable Expenses," consisting of --L- page.
E. Exhibit G, "Insurance," consisting of --1- pages.
F. Exhibit J, "Special Provisions," consisting of-L
page.
8.02 Total Agreement
A. This Agreement (consisting of pages 1 to ~
inclusive, together with the Exhibits identified above)
constitutes the entire agreement between OWNER and
ENGINEER and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
written instrument.
g
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 11 of12
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page
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ENGINEER:
~
Au
W. R. Toole En
By:
Title:
Date Signed:
Address for giving notices:
530 Greene Street
Title: President
Dated Signed:
Address for giving notices:
349 Greene Street
t;~cr ~
Augusta GA 3090 I
Designated Representative (paragraph 6.02.A):
Designated Representative (paragraph 6.02.A):
William R. Toole. P.E.
Title: President
"...
Title:
Phone Number:
Facsimile Number:
Email Address:
,
(
Phone Number:
Facsimile Number:
706-722-4114
706-722-6219
Email Address:rtoole@wrtoole.com
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 12 of 12
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This is EXHIBIT A, consisting of-L-pages, referred to in and
part of the Agreement between OWNER and ENGINEER for
Professional Services dated January 5 , 2000
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Initial:
OWNER
ENGINEER
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ENGINEER's Services
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Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER shall
provide Basic and Additional Services as set forth below.
PART 1 -- BASIC SERVICES
I Al.Ol Study and Report Phase
A ENGINEER shall:
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1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data,
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2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in Exhibit B
which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services.
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3. . Identify and evaluate an alternate solution available to OWNER and, after consultation with OWNER, recommend to
OWNER those solutions which in ENGINEER's judgment meet OWNER's requirements for the Project.
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4. Prepare a report (the "Concept Report") which will, as appropriate, contain schematic layouts, sketches and
conceptual design criteria with appropriate exhibits to indicate the agreed-to requirements, considerations involved, and those
alternate solutions available to OWNER which ENGINEER recommends. This Report will be accompanied by
ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the Project with each component
separately itemized, including the following, which will be separately itemized: opinion of probable Construction Cost,
allowances for contingencies.
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5. Fwnish~review copies of the Report to OWNER within~days of authorization to begin services and
review it with OWNER
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6. Revise the Report to response to OWNER's and other parties' comments, as appropriate, and'fumishlfmal copies
of the revised Report to the OWNER withiri 7 days after completion of reviewing it with OWNER
7. Attend pre-design.co~erence.
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B. ENGINEER's services under the Study and Report Phase will be considered complete on the date when the fmal copies of
the revised Report have been delivered to OWNER
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Al.02 Preliminary Design Phase
A After acceptance by OWNER of the Report, selection by OWNER of a recommended solution and indication of any
specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by OWNER, and
upon written authorization from OWNER, ENGINEER shall:
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I. On the basis of the above acceptance, selection,' and authorization, prepare Preliminary Design Phase documents
consisting offmal design criteria, preliminary drawings, and outline specifications. .
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Page I of 4 Pages
(Exhibit A - ENGINEER's Services)
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2. Furnish the 30% and 60% Preliminary Design Phase to and review them with OWNER
3. Provide necessary field surveys and topographic and utility mapping for aesign purposes. Utility mapping will be
based on information obtained from utility owners.
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4. Advise OWNER if additional reports, data, information, or services of the types described in Exhibit B are necessary
and assist OWNER in obtaining such reports, data, information, or services.
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5. Based on the information contained in the Preliminary Design Phase documents, submit a revised opinion of
probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, which will be itemized as
provided in paragraph AI.OIA5.
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6. Fwnish the 90% Preliminary Design Phase documents to and review them with OWNER
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7. Submit to OWNER--L-fmal copies of the Preliminary Design Phase documents and revised opinion of probable
Construction Cost within~days after authorization to proceed with this phase.
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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
AI.03 Final Design Phase
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A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable Construction
Cost as detennined 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:
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1. On the basis of the above acceptance, direction, and authorization, prepare fmal Drawings indicating the scope,
extent, arid character of the Work to be performed and furnished by Contractor. Specifications will be prepared, where
appropriate, in general conformance with the Georgia Department of Transportation Standards and Specifications.
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2. Provide technical criteria, written descriptions, and design data for the OWNER's use in filing applications for
permits from.or approvals of governmental authorities having jurisdiction to review or approve the fmal design of the Project
and assist OWNER in consultations with appropriate authorities.
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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 AI.OI.A.5.
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4. Prepare and furnish Bidding Documents for review and approval by OWNER, it's legal counsel, and other advisors,
as appropriate, and assist OWNER in the preparation of other related documents.
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5. Submit~fmal copies of the Bidding Doc.uments and a revised o~inion of probable Construction Cost to
OWNER within 70 days after" authorization to proceed with this. phase:.' ,
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B. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's
compensation has been established under this Agreement is one (l )
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C. ENGINEER's services under the Firial Design Phase will be considered complete on the date when the submittals required
by paragraphcAl.03.A.6. have been delivered to OWNER.
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AI.04. Bidding or Negotiating Phase
Deleted
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A 1.05. Constroction Phase
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Page 2 of 4 Pages
(Exhibit A - ENGINEER's Services)
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PART 2 -- ADDITIONAL SERVICES
A2.0 1 Additional Services Requiring OWNER's Authorization in Advance
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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.
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1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for
private or governmental grants, loans or advances in connection with the Project; preparation or review of environmental
assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such
statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the
anticipate environmental impact of the Project.
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2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of
drawings or other information furnished by OWNER.
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3. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed
or specified by ENGINEER or its design requirements including, but not limited to, changes in size, complexity, OWNER's
schedule, character of construction, or method offmancing; and revising previously accepted studies, reports, Drawings,
Specifications, or Contract Documents which such revisions are required by changes in Laws and Regulations enacted
subsequent to the Effective Date of this Agreement or are due to any other causes beyond ENGINEER's control.
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4. Services resulting from OWNER's request to evaluate additional Study and Report Phase alterative solutions beyond
those identified in paragraph Al.Ol.A.4.
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5. Services required as a result of OWNER's providing incomplete or incorrect Project information with respect to
Exhibit B.
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6. Providing renderings or models for OWNER's use.
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7. Undertaking investigatIons and studies including, but not limited to, detailed consideration of operations,
maintenance, and overhead expenses; the preparation offeasibility studies, cash flow and economic evaluations, rate
schedules, and the appraisals; assistance in obtaining fmancing for the Project; evaluating processes available for licensing,
and assisting OWNER in obtaining process licensing; detailed connotate surveys of materials equipment, and labor; and
audits or inventories required in connection with construction performed by OWNER.
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8. Furnishing services of ENGINEER's Consultants for other than Basic Services.
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9. Services -attributable to more prime construction contracts than specified in paragraph Al.03.C.
:....,. ....
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10. . Services.during out~of-town travel required of ENGINEER other than fOLvisits.tothe Site or OWNER'sloffice..", _ '
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11. Preparing for, coordinating with, participating in and responding to structured independent review processes,
including, but not limited to, construction management, cost estimating, project peer review, value engineering, and
constructibility review requested by OWNER; and performing or furnishing services required to revise studies, reports,
Drawings, Specifications, or other Bidding Documents as a result of such review processes.
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12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by OWNER
for the Work or a portion thereof.
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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.
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Page 3 of 4 Pages
(Exhibit A - ENGINEER's Services)
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15. Providing construction sw-veys and staking' to enable Contractor to perform its work other than as required under
paragraph Al.05.A5, and any type of property sw-veys or related engineering services needed for the transfer of interests in
real property; and providing other special field sw-veys.
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16. Providing Construction Phase services beyond the Contract Times set forth in Exhibit C.
17. Providing assistance in resolving. any Hazardous Environment Condition in compliance with current Laws and
Regulations.
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18. Preparing and furnishing to OWNER Record Drawings showing appropriate recording information based on Project
annotated record documents received from Contractor.
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19. Preparation of operation and maintenance manuals.
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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.
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21. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by
OWNER under paragraph 6.01.G of the Agreement.
22. Others services performed or furnished by ENGINEER not otherwise provided for in this Agreement.
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1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER
so as to make the compensation commensurate with the extent of the Additional Services rendered.
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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.
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3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of
materials, equipment, or energy shortages.
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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 amouilto(.defective,neglected;.or delayed work by Contractor, (5) acceleration of the progress..,.., ,',
schedule involving services beyond normal working hours, or (6) default by Contractor.
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5. Services (other than Basic Services during the Post-Construction Phase) in connect with any partial utilization of any
part of the Work by OWNER prior to Substantial Completion.
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6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection
with the Work.
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Page 4 of 4 Pages
(Exhibit A - ENGINEER's Services)
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This is EXIllBIT B, consisting of~ pages, referred to in and
part of the Agreement between OWNER and ENGINEER for
Professional Services dated January 5 , 2000 .
Initial:
OWNER
ENGINEER
OWNER's Responsibilities
I Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.0 1 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall:
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A. Provide ENGINEER with all criteria and full information as to OWNER's requirements for the Project, including design
objectives and constrains, space, capacity and performance requirements, flexibility, and expendability, and any budgetary
limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings
and Specifications; and furnish copies of OWNER's standard forms, conditions, and related documents for ENGINEER to include
the Bidding Documents, when applicable.
B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data relative to
previous designs, or investigation at or adjacent to the Site.
C. Following ENGINEER's assessment of initially-available Project information and data and upon ENGINEER's request,
furnish or otherwise make available such additional Project related information and data as is reasonably required to enable
ENGINEER to complete its Base and Additional Services. Such additional information or data would generally include the
following:
I. 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 cQnsultations as required for the Project but not otherwise identified in the Agreement or the Exhibits
thereto.':' .H l'
D: Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of a Hazardous
Environmental Condition or of any other development that affects the scope of time of performance of ENGINEER's services, or
any defect or nonconformance in ENGINEER's services or in the work of any Contractor.
E. Authorize ENGINEER to provide Additional Services as 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)
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G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents
presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as
OWNER deems appropriate with respect to such exafnination) and render in writing tiinely 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 financialadvisol}', independent cost estimating, and insurance counseling services.
2. Legal services with regard to issues pertaining to the Project as OWNER requires, Contractor raises, or ENGINEER
. reasonably requests.
3. Such auditing services as OWNER requires to ascertain how or for what purpose Contractor has used the moneys
paid.
4. Placement and payment for advertisement for Bids in appropriate publications.
1. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to perform
or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and
constructibility review.
K. Furnish to ENGINEER data as to OWNER's anticipated costs for services to be provided by others for OWNER so that
ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's opinion of Total Project Costs.
L. If OWNER designates a construction manager or an individual or entity other than, or in addition to, ENGINEER to
represent OWNER at the Site, defme and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of
authority of such other party and the relation thereof to the duties, responsibilities, and authority of ENGINEER.
M: If more than one prime contract is to be awarded for the Work designed or specified by ENGINEER, designate a person or
entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and 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 final payment inspections.
O. Provide the services of an independent testing laboratory to perform all inspections, tests, and approves of Samples,
materials; and:equipment required by the Contract pocuments, or to evaluate the performance ofmaterials,~equipment, and
facilities of OWNER, prior to their incorporation into the Work with appropriate professional interpretation thereof.
P. Provide inspection or monitoring services by an individual or entity other than ENGINEER (and disclose the identity of
such individual or entity to ENGINEER) as OWNER determines necessary to verif)r:
I. That Contractor is complying with anyLaws 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)
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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:
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1. Schedule and attend a pre-design conference during the "Study and Report Phase" involving all utility
companies with utility locations within the project limits.
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2. Schedule and coordinate meetings with right-of-way ovmer to review proposed improvements to roadway
embankment, travel surface, storm drainage and utility relocations. Execute required documents for right-of-way owner to
obtain approvals required for construction.
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Page 3 of 3 Pages
(Exhibit B - OWNER's Responsibilities)
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This is Exhibit C, consisting of---L.-page, referred to in and part
of the Agreement between OWNER and ENGINEER for Professional
Services dated January 5 , 2000 .
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Ini ti al:
OWNER
ENGINEER
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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:
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ARTICLE 4 -- PAYMENTS TO THE ENGINEER
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C4.0] For Basic Services Having a Determined Scope--
Lump Sum Method of Payment
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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:
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I. A Lump Sum amount of$ 35.800.00
based on the following assumed distribution of
compensation:
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a.
b.
Study and Report Phase
Preliminary Design Phase
Final Design Phase
Bidding and Negotiating Phase
Construction Phase
$ -0-
$ 25.060.00
$ 10.740.00
$ -0-
$ -0-
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c.
d.
e.
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2. ENGINEER may alter the distribution of
compensation between individual phases noted nerein
to be consistent with service actually rendered, but
shall not exceed the total Lump Sum amount unless
approved in writing by the OWNER.
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3. The Lump Sum includes compensation for
ENGINEER's services and services of ENGINEER's
Consultants, if any. Appropriate amounts have been
incorporated in the Lump Sum to account for labor,
overhead, profit, and Reimbursable Expenses.
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4. The portion of the Lump Sum amount billed
for ENGINEER's services will be based upon
ENGINEER's estimate of the proportion of the total
services actually completed during the billing period to
the Lump Sum.
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5. The Lump Sum is conditioned on Contract
Times to complete the Work not exceeding 7
months. Should the Contract Times to complete the
Work be extended beyond this period, the total
compensation to ENGINEER shall be appropriately
adjusted.
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Page] of] page
(Exhibit C - Basic Services With Determined Scope -- Lump Sum Method)
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This is EXHIBIT G, consisting of~ pages, referred to in and
part of the Agreement between OWNER and ENGINEER for
Professional Services dated January 5 , 2000 .
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Initial:
OWNER
ENGINEER_
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Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
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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:
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a. Worker's Compensation
Statutory
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b. Employer's Liability --
I) Each Accident:
2) Disease, Policy Limit:
3) Disease, Each Employee:
$ 500.000.00
$ 500000.00
$ 500.000.00
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c. General Liability --
1) Each Occurrence (Bodily Injury and Property Damage):
2) General Aggregate:
$ 1.000.000.00
$ LOOO 000.00
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d. Excess or Umbrella Liability -"
1) Each Occurrence:
2) General Aggregate:
$ 2.000.000.00
$ 2.000.000.00
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e. Automobile Liability --
1) Bodily Injury:
a) Each Accident
$
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2) Property Damage:
a) Each Accident
$
[or]
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1) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident
$ 1.000.000.00
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f.
Other specify:
Professional Liability
$ 1.000.000.00
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a
Page 1 of 2 pages
(Exhibit G - Insurance)
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2. By OWNER:
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a. Worker's Compensation:
Statutory
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b. Employer's Liability --
I) Each Accident
2) Disease, Policy Limit
3) Disease, Each Employee
$
$
$
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c. General Liability --
I) General Aggregate:
2) EachOccurrence (Bodily InjUry and Property Damage):
$
$
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d. Excess Umbrella Liability --
I) Each Occurrence:
2) General Aggregate:
$
$
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e. Automobile Liability:
I) Bodily Injury:
a) Each Accident
$
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2) Property Damage:
a) Each Accident
$
[or]
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I) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident
$
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f.
Other (specify):
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$
B. Additional Insureds
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I. The following persons or entities are to be listed on OWNER's policies of insurance as additional insureds as
provide din paragraph 6.05.B:
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. .~. W. R Toole Engineers. Inc.
. "ENGINEER
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b.
ENGINEER'S CONSULTANT
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c.
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ENGINEER'S CONSULTANT
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Page 2 of 2 pages
(Exhibit G - Insurance)
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This is EXHIBIT J, consisting of 1 page, referred to in and
part of the Agreement between OWNER and ENGINEER for
Professional Services dated Januanr 5 , 2000 .
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Initial:
OWNER
ENGINEER
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Special Provisions
Article 6, Exhibit A, and Exhibit B of the Agreement are amended to include the following agreement(s) of the parties:
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See attached proposal dated November 18, 1999.
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Page 1 of 1 page
(Exhibit J - Special Provisions)
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N G I
N ( E R 5
o tl 5 U
LTANTS
U R V
E Y 0
R 5
P L
A N H
E R 5
349 GREENE STREET
I AUGUSTA, GEORGIA 3090 I
P.O. BOX 600
AUGUSTA. GEORGIA 30903
1706.722.4114 (VOICEl
706.722.6219 (FAX)
I EMAIL: WRTENG@SCESCAPE.NET
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W R Toole Engineers, Inc
Civil Engineering - Planning - Land Surveying
November 18, 1999
Augusta-Richmond CoUnty Engineering Department
530 Greene Street, Rm 701
Augusta, Georgia 30911
ATTN:. Mr. Clifford A. Goins
Interim Assistant Director, Dept. of Public Works &
Engineering
Subject: Railroad Street Improvements
TE Proposal Number P99-139
Dear Mr. Goins:
W.R. Toole Engineers, Inc. appreciates the opportunity to propose
our professional services for the reconstruction of Railroad Street
and adjacent slope stabilization.
PROJECT SCOPE:
Railroad Street is an approximately 14-ft. wide public road located
in the urban area of Augusta between the Central of Georgia
railroad yard and Maple Street. Railroad Street, although a public
road, is located within the Norfolk Southern Railroad right-ot-way.
It presently provides the only frontage access to thirteen
properties, .ntwoofwhich are residential. The street consists of an
asphalt travel surface with concrete curb arid gutter on one side.
The street was constructed along the edge of an embankment
located approximately 13-ft. above the rail yard. The slope of the
embankment is typically steeper than a 1 (horizontal): 1 (vertical)
and is characterized by moderate to heavy vegetative growth.
~ .' .,
Recently, a portion of the embankment supporting Railroad Street,
near the Ash Street intersection, failed due to surface water run-
off. In addition to compromising the structural integrity of the street,
the embankment failure exposed a section of sanitary sewer main
causing the pipe to progress to a point of potential failure.
Temporary barriers have been positioned along Railroad Street to
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protect traffic from the failed area and temporary supports have
been installed ~o protect the sanitary sewer line from collapsing.
Several options have been prescribed as solutions for the current
Railroad Street situation. One option includes the stabilization of
the embankment while permanently closing Railroad Street. This
option would require the construction of two, 14-ft. wide alleyways
accessing the effected properties, both from Ash Street and
Nicholas Street. A second option provides for the purchase of all
. properties adjoining Railroad Street. This alternate would require
nearby streets to be rerouted. A third option provides for the
reconstruction of the embankment and roadway.
This proposal provides for the reconstruction of the embankment
"and roadway. General project characteristics include removing and
reconstructing the supporting embankment with appropriate
structural elements, reconstructing the asphalt street, relocating
overhead utilities, installing concrete curb and gutter, and the
removal and replacement of sanitary sewer main. Additionally, an
existing water main may need to be replaced to accommodate
proposed construction activities.
The reconstruction of Railroad Street would incorporate new
shoulder and slope construction utilizing a retaining wall system.
The type of retaining wall, and hence the level of design, will be
dependent on the physical constraints of the existing property and
requirements set forth by Norfolk Southern Railroad. All proposed
improvements will be subject to review and approval by Norfolk
Southern Railroad. A conceptual plan depicting proposed
improvements is included along with a preliminary construction
cost estimate, including structural wall options.
SURVEYING SERVICES:
Surveying services will include a topographical survey of Railroad
Street and adjacent property within the project limits. The data
collected through" the survey will include existing right-of-way
information, topography, surface features, and utility delineation.
This data will be.collected using data collection equipment and
translated into digital format for the preparation of a base map.
ENGINEERING SERVICES: .
Upon completion of the survey, Toole Engineers will schedule a
meeting with representatives of Augusta-Richmond County and
Norfolk Southern Railroad to discuss the preliminary design
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concepts. From these meetings, W.R. Toole Engineers will
formulate construction documents and submit them to Norfolk
Southern Railroad for review. These documents will be prepared in
accordance with Augusta-Richmond County regulations and
Georgia Department of Transportation specifications. Upon
completion of the Norfolk Southern review, W.R. Toole Engineers
will finalize the construction documents. Once construction
documents are complete, they will be submitted to Augusta-
Richmond County for final review and comment. It is our
understanding that_ Georgia Department of Transportation
standards and specifications are to be utilized.
Since Railroad Street and the supporting embankment are located
within the Norfolk Southern right-of-way, the railroad will have a
significant impact on the type of retaining wall system used. In the
event that a reinforced. concrete wall is. required, it will be
necessary to prepare construction documents for a structural wall.
An estimated structural design cost is included as an option. Per
a report by Doug Cheek, P.E., County Engineer, and confirmed by
our office, a soil-reinforced slope utilizing a geotextile appears to
be the least expensive alternative. Should this option be
acceptable to Norfolk Southern Railroad, structural documents
would not be required.
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Following completion of engineering services, W.R. Toole
Engineers will prepare the necessary easement maps. We
estimate twenty-two (22) easement maps will be required.
The fees associated with the above mentioned tasks are as
follows:
TASK
FEE
Surveying Services:
TopdgraphicalSurvey $4,800.00
( Including 22 Easement Maps)
Engineering Services:
Preliminary I Conceptual Plans N/C
Final Construction- Documents $25,600
*Option:
1. Structural Documents & Drawings $2,900
For Reinforced Concrete Wall
2. Geotechnical Services $2,500
..!; ~.
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Please note that the above mentioned services do not include
rezoning or variance requests, or wetland delineation or permitting.
Should these services be required, W.R. Toole Engineers, Inc. will
provide Augusta-Richmond County a written proposal.
W.R. Toole Engineers, Inc. appreciates this opportunity to propose
our professional services for this project. If you have any questions
or require additfonal information, please contact our office.
Sincerely,
W.R. TOOLE ENGINEERS, INC.
Cc: Mr. Jack Murphy, Director of Public Works & Engineering
Attachments