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HomeMy WebLinkAboutRailRoad Street Improvement Project Augusta Richmond GA DOCUMENT NAME~CL\ \~ S+yec-\- "I ry,\vV-OV erne'\\ T . '?VOJt-C1- DOCUMENT TYPE: A5vee.r-nen+ YEAR: 2J;)o 0 BOX NUMBER: O( FILE NUMBER: I if (p H NUMBER OF PAGES: 29: ~4-/'/A. d /tltb/d I I I I I I I I I I I I I I I I I I I 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: i ~:: W. R.' Toole Engineers, Inc. 349 Greene Street Augusta, Georgia 30901 (706) 722-4114 1 fax (706) 722-6219. .- I I ST ANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES I I THIS IS AN AGREEMENT effective as of January 5 Augusta-Richmond County Commission , 20..!lli- between ("OWNER") and I 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.. I I I ("Project"). OWNER and ENGINEER, in consideration of their mutual covenants as set forth herein agree as follows: I I. The Engineer shall provide professional engineering services with respect to project, and the Owner shall make payments for those services as set forth below. I 2. 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. I 3. This agreement will become effective on the date fIrst above written. I I ...""...,....1. I I I I I Standard Form of Agreement Between Owner and Engineer for Professional Services Page I of 12 I I ARTICLE 1 - SERVICES OF ENGINEER I 1.01 Scope I A. ENGINEER shall provide the Basic and Additional Services set forth herein and in Exhibit A. I B. Upon this Agreement becoming effective, ENGINEER is authorized to begin Basic Services as set forth in Exhibit A. I 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. I ARTICLE 2 - OWNER'S RESPONSmILITIES I 2.01 General I A. OWNER shall have the responsibilities as set forth herein and in Exhibit B. I ARTICLE 3 - TIMES FOR RENDERING SERVICES I 3.01 General I 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. I I 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. I I I C. For purposes of this Agreement the term "day" means a calendar day of 24 hours. I 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. ''t._';.;.._.':'!~.::;..;...'.;:.'_. 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, I Standard Form of Agreement Between Owner and Engineer for Professional Services Page 2 of 12 I I I 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. I 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. I I D. Payments Upon Termination I 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. I 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. I I I I 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. . I I .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. I I I I 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 I Standard Form of Agreement Between Owner and Engineer for Professional Services Page 3 of 12 I I OWNER-furnished information. I 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 I I I 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. I I 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 I I I 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. I 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. I I I 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: I I 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. I Standard Form of Agreement Between Owner and Engineer for Professional Services Page 4 of 12 I I I 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. I I 6.04 Use of Documents I 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. I I 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. I I I 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. I I 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. m I I I 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 I 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. ..... . . .' .. .~ -;:-- -j. ~ ~ .;. .", ~.\. - . . .... '. ... '.}? , -'L-...." .~.... :J: 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. D Standard Form of Agreement Between Owner and Engineer for Professional Services Page 5 of 12 D I I 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. I I I 6.06 Termination I A. The obligation to provide further services lll1der this Agreement may be terminated: I. For cause, I 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 . I I b. By ENGINEER: I 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 I I 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. . I. _ 3) ENGINEER shall have no liability to OWNER on accolll1tofsuch termination~,.. .... :. . ~ ,_ ,. -t ,', ....... . ...; .'_ .; ;.':k:."..' D 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 o I I 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 I' Standard Form of Agreement Between Owner and Engineer for Professional Services Page 6 of 12 I' I I I I I I I I I I I I I I I I I I m 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 Standard Form of Agreement Between Owner and Engineer for Professional Services Page 7 of 12 I I I I I I I I I I I I I I o o I I II .. 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 I I 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. I 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. I I 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. I I I 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. I I I 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. I 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. ~, ~). I :.f _ I 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. I I 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. m I Standard Form of Agreement Between O~er and Engineer for Professional Services Page 9 of 12 I I I 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. I 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. I I 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. I I 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. I 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. I I 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. I 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. I I 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. I 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. I I I 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 I Standard Form of Agreement Between Owner and Engineer for Professional Services Page 10 of 12 D I General Conditions. I 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. I I I I 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. I I I 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. I I I I 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. I I g I 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 I I I I I I I I I I I I I I I I I - I I IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page I. 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 I I 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 I Initial: OWNER ENGINEER I ENGINEER's Services I 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: I 1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data, I 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. I 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. I 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. I I 5. Fwnish~review copies of the Report to OWNER within~days of authorization to begin services and review it with OWNER - 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. m 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 I 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: I 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. . I I Page I of 4 Pages (Exhibit A - ENGINEER's Services) a I I 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. I 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. I 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. I 6. Fwnish the 90% Preliminary Design Phase documents to and review them with OWNER I 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. I 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 I 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: I 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. I 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. I I 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. I 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. , . 0- . ._, ~..., .. 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:.' , I 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 ) I 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. I AI.04. Bidding or Negotiating Phase Deleted I A 1.05. Constroction Phase I Page 2 of 4 Pages (Exhibit A - ENGINEER's Services) I I I PART 2 -- ADDITIONAL SERVICES A2.0 1 Additional Services Requiring OWNER's Authorization in Advance I 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. I 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. I I 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. I 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. I 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. I 5. Services required as a result of OWNER's providing incomplete or incorrect Project information with respect to Exhibit B. I 6. Providing renderings or models for OWNER's use. I 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. I 8. Furnishing services of ENGINEER's Consultants for other than Basic Services. I 9. Services -attributable to more prime construction contracts than specified in paragraph Al.03.C. :....,. .... ~ .. .., 10. . Services.during out~of-town travel required of ENGINEER other than fOLvisits.tothe Site or OWNER'sloffice..", _ ' I 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. I I 12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by OWNER for the Work or a portion thereof. I 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. I Page 3 of 4 Pages (Exhibit A - ENGINEER's Services) I I I 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. I 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. I 18. Preparing and furnishing to OWNER Record Drawings showing appropriate recording information based on Project annotated record documents received from Contractor. I 19. Preparation of operation and maintenance manuals. I 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. I 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. I I 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. I 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. I 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. I 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. I 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. I 6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. I I I Page 4 of 4 Pages (Exhibit A - ENGINEER's Services) m I I I 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: I I I I I I I I I I I I I I I 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) I I I I I I I I I I I I I. I I I m I I 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) I I 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: I 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. I 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. I I I I I - I I I I I I I I Page 3 of 3 Pages (Exhibit B - OWNER's Responsibilities) I I I 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 . I Ini ti al: OWNER ENGINEER I 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: I ARTICLE 4 -- PAYMENTS TO THE ENGINEER I C4.0] For Basic Services Having a Determined Scope-- Lump Sum Method of Payment I 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: I I. A Lump Sum amount of$ 35.800.00 based on the following assumed distribution of compensation: I 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- I c. d. e. I 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. I I 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. I I 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. I 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. I I Page] of] page (Exhibit C - Basic Services With Determined Scope -- Lump Sum Method) I I I 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 . I Initial: OWNER ENGINEER_ I Insurance Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties. I G6.05 Insurance I 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: I a. Worker's Compensation Statutory I b. Employer's Liability -- I) Each Accident: 2) Disease, Policy Limit: 3) Disease, Each Employee: $ 500.000.00 $ 500000.00 $ 500.000.00 I c. General Liability -- 1) Each Occurrence (Bodily Injury and Property Damage): 2) General Aggregate: $ 1.000.000.00 $ LOOO 000.00 I d. Excess or Umbrella Liability -" 1) Each Occurrence: 2) General Aggregate: $ 2.000.000.00 $ 2.000.000.00 m e. Automobile Liability -- 1) Bodily Injury: a) Each Accident $ I I 2) Property Damage: a) Each Accident $ [or] I 1) Combined Single Limit (Bodily Injury and Property Damage): Each Accident $ 1.000.000.00 m f. Other specify: Professional Liability $ 1.000.000.00 I I a Page 1 of 2 pages (Exhibit G - Insurance) I I 2. By OWNER: I a. Worker's Compensation: Statutory I b. Employer's Liability -- I) Each Accident 2) Disease, Policy Limit 3) Disease, Each Employee $ $ $ I I c. General Liability -- I) General Aggregate: 2) EachOccurrence (Bodily InjUry and Property Damage): $ $ I d. Excess Umbrella Liability -- I) Each Occurrence: 2) General Aggregate: $ $ I e. Automobile Liability: I) Bodily Injury: a) Each Accident $ I 2) Property Damage: a) Each Accident $ [or] I I) Combined Single Limit (Bodily Injury and Property Damage): Each Accident $ I f. Other (specify): I $ B. Additional Insureds I 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: I . .~. W. R Toole Engineers. Inc. . "ENGINEER I b. ENGINEER'S CONSULTANT I c. I ENGINEER'S CONSULTANT I I Page 2 of 2 pages (Exhibit G - Insurance) I I I 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 . I Initial: OWNER ENGINEER I Special Provisions Article 6, Exhibit A, and Exhibit B of the Agreement are amended to include the following agreement(s) of the parties: I See attached proposal dated November 18, 1999. I I I I I I I I I I I I I I Page 1 of 1 page (Exhibit J - Special Provisions) I I I IE IC IS I 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 I I I I I g I I. o 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 I I I I I I I I I I I I I I I I I I I 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 I I I I I I I I I I I I I I I I o o I 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. \ 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 ..!; ~. I I I I I I I I I I I I I I I I I I I 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