HomeMy WebLinkAboutSTAFFORD RENOVATION SERVICES MUNICIPAL BUILDING
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LUMP SUM AGREEMENT FOR
DESIGN CONSULTANT SERVICES
BE'IWEEN
Augusta, Georgia, a political subdivision of the State of Georgia
Acting by and through the
Augusta Richmond County Commission
Hereinafter Referred to as Owner
AND
Stafford Consulting Engineers
Hereinafter Referred to as Waterproofing Consultant
PROJECT: Exterior Envelope Renovation Consulting Services
for the Augusta Richmond County Municipal Building
DATE: March 16,2006
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AGREEMENT FOR
DESIGN CONSULTING SERVICES
AGREEMENT made this nth day of; Ju'rie~' 2006, BETWEEN the Owner: AUg'usta,
Georcia, a political subdivision of the State of Georcia, acting' bv and throug'h the
AUg'usta Richmond County Commission and the Waterproofing Consultant: Stafford
Consulting' Encineers, for Professional Services in connection with the Project known as:
Exterior Renovation Desig'n Services for the Municipal Building'.
The Construction Program Manager for the Project is: Heery International, Inc.
The Owner and the Waterproofing Consultant agree as set forth below:
ARTICLE 1
DEFINITIONS
The following words and phrases where appearing in initial capitalization, shall for the
purposes of this Agreement have the following meanings:
1.1 PROJECT. The Project shall be all exterior envelope consulting work, as
described herein, to be conducted in conjunction with in the Augusta Richmond
County Municipal Building, located at 530 Greene Street, Augusta., Georgia.
1.2 SERVICES. The Services to be performed by the Waterproofing Consultant
under this Agreement shall consist of the Basic Services and any Additional
Services both as defined herein.
1.3 BASIC SERVICES. Basic Services shall consist of consulting services as
described in Article 3, to be performed and provided by the Waterproofing
Consultant under this Agreement in connection with the Project.
1.4 ADDITIONAL SERVICES. Additional Services shall consist of the
Waterproofing services agreed to be performed by the Waterproofing Consultant
in connection with the Project, but which are not specifically designated as
Basic Services in Article 3.
1.5 WORK. The Work shall consist of tasks identified in Paragraph 1.1 above.
1.6 PROJECT DOCUMENTS. The roofing and exterior wall system repairs and
modifications shall be completed in accordance with the Drawings and
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AGREEMENT FOR DESIGN CONSULTANT SERVICES
TABLE OF CONTENTS
Pag'e
Article 1 Definitions 1
Article 2 Relationship of the Parties 3
Article 3 Basic Services 5
Article 4 Compensation 9
Article 5 Period of Services 11
Article 6 Owner's Responsibilities 12
Article 7 Notices 12
Article 8 Insurance 13
Article 9 Indemnification 14
Article 10 Termination of Agreement 15
Article 11 Dispute Resolution 17
Article 12 Successors/Assignmenttrhird Parties 17
Article 13 Ownership of Documents/
Confidential Information 18
Article 14 Additional Provisions 19
Exhibit A Master Schedule
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Specifications, which will be prepared by the Waterproofing Consultant and
approved by the Owner prior to the execution of the Agreement between the
Roofing/Waterproofing Contractor and the Owner:
1.7 CONTRACTOR. The Contractor is the person or entity which enters into an
agreement with the Owner to perform the abatement and demolition on the
Project, including, without limitation, the providing of labor, materials, and
equipment necessary for the completion of the Project. The term "Contractor"
means the Contractor or its authorized representative, but excludes the
Construction Program Manager and the Waterproofing Consultant.
1.8 BASIC SERVICES COMPENSATION. Basic Services Compensation shall be
fees designated in Article 4 to be paid by the Owner to the Waterproofing
Consultant in connection with the performance of the Basic Services by the
Waterproofing Consultant.
1.9 REIMBURSABLE EXPENSES. In connection with Additional Services,
Reimbursable Expenses are those actual expenditures made by the
Waterproofing Consultant, its employees, or its Professional Consultants in the
interest of the Project including but not limited to, County standard per diem
out-of-pocket expenses for travel and living expenses in connection with the
Project, long distance telephone, expressage, professional consultants (other
than those required for the performance of the Basic Services), and Owner-
approved document reproduction. Pre-approved document reproduction
expenses include expenses incurred for Bidding Documents, exclusive of
addenda, and documents issued for permitting and/or construction.
1.10 OWNER/CONSTRUCTION PROGRAM MANAGER CONTRACT. The
Owner/Construction Program Manager Contract is the agreement between the
Owner and the Construction Program Manager dated May 6, 2004 for the
performance of construction program management services on the Project.
1.11 MASTER SCHEDULE. The Master Schedule is a graphic display of the major
activities, phases, sequences and timing of the major project activities for
design, construction procurement, construction and occupancy. The parties
mutually agree that the Master Schedule is a guideline and reasonable
adjustments to it are acceptable. Proposed changes to it should be agreed to by
both parties in advance. Neither the Owner nor Waterproofing Consultant shall
be held liable for schedule changes due to circumstances beyond their control.
1.12 CHANGE ORDER. A Change Order is the form of documentation from the
Owner approving and authorizing a modification to the Master Schedule or
previously approved contract documents.
ARTICLE 2
RELATIONSHIP OF THE PARTIES
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2.1 WATERPROOFING CONSULTANT SERVICES. The Waterproofing
Consultant shall provide professional Waterproofing services for the Project in
accordance with the terms and conditions of this Agreement. The
Waterproofing Consultant's performance of services shall be as professional
consultant to the Owner to carry out the activities of Project and to provide the
technical documents and supervision to achieve the Owner's Project objectives.
2.2 OWNER REPRESENTATION. The Construction Program Manager is under
separate contract with the Owner to provide construction program management
services. The Construction Program Manager has no Waterproofing
responsibilities of any nature. None of the activities of the Construction
Program Manager supplant or conflict with the services and responsibilities
customarily furnished by the Waterproofing Consultant or subconsultants in
accordance with generally accepted Waterproofing consulting practices, except
as otherwise modified by this Agreement. The Waterproofing Consultant
understands and agrees that the Construction Program Manager is the Owner's
exclusive representative to the Waterproofing Consultant and Contractor
insofar as this Agreement is concerned. All instructions by the Owner to the
Waterproofing Consultant relating to services performed by the Waterproofing
Consultant will be issued or made through the Construction Program Manager.
All communications and submittals of the Waterproofing Consultant to the
Owner and Contractor shall be issued or made through the Construction
Program Manager, unless the Construction Program Manager shall otherwise
direct. The Construction Program Manager shall have the authority to
establish procedures, consistent with this Agreement, to be followed by the
Waterproofing Consultant and Contractor and to call periodic conferences to be
attended by the Waterproofing Consultant, and subconsultants, throughout the
term of this Agreement.
2.3 Waterproofing Consultant understands and agrees that it is not a third party
beneficiary of any contract between the Owner and the Construction Program
Manager or of their performance there under . Waterproofing Consultant waives
any rights, claims or causes of action it may have as an alleged third party
beneficiary of any such contract or of the performance of the parties there
under.
2.4 WATERPROOFING CONSULTANT REPRESENTATION
2.4.1 The Waterproofing Consultant shall provide a list of all consultants which the
Waterproofing Consultant intends to utilize relating to the Project. The list
shall include such information on the qualifications of the consultants as may be
requested by the Owner. The Owner, through the Construction Program
Manager, reserves the right to review the consultants proposed, and the
Waterproofing Consultant shall not retain a consultant to which the Owner,
through the Construction Program Manager, has a reasonable objection.
2.4.2 The Waterproofing Consultant
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shall provide to the Owner, through the Construction Program Manager, a list
of the proposed key project personnel of the Waterproofing Consultant and its
consultants to be assigned to the Project. This list shall include such
information on the professional background of each of the assigned personnel as
may be requested by the Owner, through the Construction Program Manager.
Such key personnel and consultants shall be satisfactory to the Owner and shall
not be changed except with the consent of the Owner unless said personnel
cease to be in the Waterproofing Consultant's (or its consultants, if applicable)
employ.
2.5 DIVISION OF RESPONSIBILITIES/SERVICES. The Waterproofing
Consultant understands and agrees that should the Construction Program
Manager provide the Waterproofing Consultant with any estimating assistance,
cost or time control recommendations or other consultation, recommendations
or suggestions, any or all such activities on the part of the Construction
Program Manager or any other representative of the Owner shall in no way
relieve the Waterproofing Consultant of the responsibility of fulfilling its
obligations and responsibilities under this Agreement.
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ARTICLE 3
BASIC SERVICES
3.1 SCOPE OF SERVICES
Augusta Richmond County proposes to renovate the exterior envelope of the
Municipal Building, located at 530 Greene Street in Augusta. The Municipal
Building is a 9-story reinforced concrete structure with marble and granite
cladding, constructed in the 1950's.
The scope of work will include field investigations of the roof and exterior wall
assemblies, analysis and preparation of a Preliminary Design Report, followed
by Drawings and Specifications suitable for competitive bidding.
Specific tasks included are:
1. Review of Owner's circa 1955 construction drawings.
2. Field investigation of in situ conditions, including limited destructive testing of roof
areas, down to structural deck, as needed to ascertain the composition and condition of
all existing roof assemblies. This will include roof membrane(s), insulation, flashings,
joint covers, roof mounted equipment and other roof appurtenances. All destructive
tests shall be repaired the same day.
3. Determination of existing roof slopes (both at membrane and structural level).
4. Determination of condition of exterior joint sealants, including verification of various
types of joint widths and depths of adjoining surfaces.
5. Interview facility's maintenance personnel about any known leaks or other exterior
assembly problems.
6. Analyze existing windows and provide recommendations for replacement or
refurbishment. Include cost estimate for same. Detailed design of window
replacemenUrefurbishment is not included in the scope of work or fee proposal.
7. Formulation of a Preliminary Design Report documenting findings and describing all
recommended renovation work and materials, including cost estimates with separate
line items for each major area of work.
8. Attend Preliminary Design Review Meeting with Owner to discuss report's findings and
recommendations.
9. Production of code-compliant construction drawings and specifications consistent with
scope of renovation work approved by Owner following Preliminary Design Review
Meeting.
10. Submit Final Review set of Construction Drawings and Technical Specifications to
Owner, along with the final cost estimate.
11 . Attend Final Design Review Meeting with Owner to discuss any modifications that
might be needed prior to issuance for competitive bidding.
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12. Prepare Construction/Bidding Documents, including removal of existing roofing,
insulation, flashing and sealant materials; repair of damaged or deteriorated deck,
installation of new insulation providing positive slope to drains (as defined by the
International Building Code, as a minimum); installation of selected roof membrane
with appropriate surfacing and flashings; design and detailing of appropriate secondary
overflow system as required; repair and/or replacement of existing sealant joints in
parapets and exterior walls systems, (including cladding joints and abutments of
doors/windows, and juncture of dissimilar materials); and installation of other materials
as necessary to provide watertight roof and wall assemblies. Primary drainage systems
will be reviewed to determine if existing roof drains are properly sized. Extensive design
or revisions to the existing pipe systems is not included in this scope of services. All
construction documents shall be prepared in compliance with applicable building
codes, including the International Building Code and ASCE 7.
13. Incorporation of Owner's standard bidding documents into the Project Manual,
including Conditions of the Contract, Instructions to Bidders, Bid Form, Insurance and
Bond Requirements, etc.
14. Assist Owner during project Bidding, including attendance at Pre-Bid Conference and
responding to Owner's request for document clarifications or consideration of product
substitutions.
15. Review bids and make recommendation as to apparent responsive, responsible, low
bidder.
16. Attend Pre-Roofing/Pre-Sealing conference, including preparation of meeting minutes.
17. Provide construction observation including written reports, as needed, but in no case
less than once a week during periods of active work, to achieve a professional standard
of care, with regards to quality of renovation work, and fidelity to Contract Documents;
with the understanding that Basic Services includes up to ten (10) site visits.
Construction observation visits exceeding ten (10) visits, when authorized in advance
by the Owner's Project Manager, will entitle the Waterproofing Consultant to Additional
Services compensation, in accordance with Article 4.
18. Review all of contractor's shop drawings, product data, etc., as required by the
Construction Documents.
19. Review Contractor's Applications for Payment and forward to Owner's Project
Manager, with Waterproofing Consultant's written certification as to the level of
completion.
20. Respond to contractor's requests for information (RFl's) as quickly as possible, but in
no case less than 48 hours, except when specific permission is granted otherwise by
the Owner's Project Manager.
21. Review and evaluation of contractor's change order requests.
22. Conduct a final inspection with punch list, when project is considered substantially
complete.
23. Provide Owner's Project manager with AutoCad files of construction drawings.
24. Review and transmit contractor's required close-out documents.
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25. Waterproofing Consultant's opinions of cost estimates will be based on observations,
the recommendations identified in the Preliminary Report and previous experience in
determining replacement costs of building systems components. The opinions of cost
will be in current dollars and will not include inflation unless specifically noted
otherwise. The actual costs may vary depending on the contractors used, the quality of
materials used, the extent of work performed at one time, if the items are purchased
individually or under master purchase contacts, and other factors.
26. Observations of windows, sealant joints, etc. will be made from grade and roof
surfaces. In the event that close access to walls above grade is required to evaluate
sealant joints and/or windows, when such walls are not readily accessible, it will be
necessary to have a mechanical lift or similar equipment to gain access to exterior wall
surfaces to conduct visual observations and related testing. Arrangements and cost for
provision of such equipment and associated labor will be the responsibility of the
Owner, should it be required.
3.2 WATERPROOFING CONSULTANT'S PROFESSIONAL RESPONSIBILITY
AND STANDARD OF CARE
3.2.1 By execution of this Agreement, the Waterproofing Consultant warrants that (a)
it is an experienced Waterproofing firm having the skill and the legal and
professional ability necessary to perform all the Services required of it under
this Agreement in connection with the Project contemplated herein; (b) it has
the capabilities and resources necessary to perform its obligations hereunder;
and (c) it is familiar with all current laws, rules and regulations which are
applicable to the Project (such laws, rules and regulations including, but not
limited to, all local ordinances, city, county, state and federal authorities which
are applicable to the Project, and all orders and interpretations by governing
public authorities of such ordinances, requirements, laws, rules and regulations
in effect at the time of commencement of services on the Project), and that all
drawings, specifications and other documents prepared by the Waterproofing
Consultant shall be prepared in accordance with and shall accurately reflect and
incorporate all such laws, rules and regulations.
3.2.2 The Waterproofing Consultant hereby represents and agrees that the drawings,
specifications and other documents prepared by it pursuant to this Agreement
shall be complete and functional for the purposes intended, except as to any
deficiencies which are due to causes beyond the control of the Waterproofing
Consultant.
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3.2.3 The Waterproofing Consultant shall be responsible for any errors,
inconsistencies or omissions in the drawings, specifications, and other
documents. while the Waterproofing Consultant cannot guarantee the various
documents required herein to be completely free of minor human errors and
omissions, it shall be the responsibility of the Waterproofing Consultant
throughout the period of performance under this Agreement to use due care
with professional competence. The Waterproofing Consultant will correct at no
additional cost to the Owner any and all errors and omissions in the drawings,
specifications and other documents prepared by the Waterproofing Consultant.
The Waterproofing Consultant further agrees, at no additional cost, to render
assistance to the Owner in resolving problems relating to the design or specified
materials.
3.2.4 It is the responsibility of the Waterproofing Consultant to make certain that all
drawings, specifications and other documents are in accordance with applicable
laws, statutes, building codes and regulations and that appropriate approvals
are obtained from Federal, State and local governments.
3.3 PROJECT CONFERENCES
Throughout all phases of the Project, the Waterproofing Consultant and its
consultants shall meet periodically with the Owner and Construction Program
Manager when reasonably requested. Attendees shall be as jointly determined
by the Owner, Construction Program Manager and Waterproofing Consultant.
As a minimum, regularly scheduled meetings which the Waterproofing
Consultant will attend include:
1. Project Launch Meeting
2. Preliminary Design Review Meeting
3. Final Design Review Meeting
4. Contractor Pre-Bid Meeting
5. Contractor Pre-Roofing/Pre-Sealing Meeting.
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ARTICLE 4
COMPENSATION
4.1 BASIC SERVICES COMPENSATION
4.1.1 The Owner shall compensate the Waterproofing Consultant in accordance with
the terms and conditions of this Agreement, including the following:
4.1.2 For the Basic Services of the Waterproofing Consultant, Basic Services
Compensation shall be a lump sum fee of Forty-eight Thousand Dollars ($_
48,000.00 ).
4.1.3 The Basic Services Compensation stated in Paragraph 4.1.1 includes all
compensation and other payments due the Waterproofing Consultant
(manpower, overhead, profit, expenses, direct costs, etc.) in the performance of
the Basic Services.
4.2 PAYMENTS TO THE WATERPROOFING CONSULTANT. Payments on
account of the Waterproofing Consultant shall be made as follows:
4.2.1 Payments for Basic Services shall be made on upon completion of each of the
following line items:
Total
Amount Due
Preliminary Design Report
SubmittaL........................................... $11,000.00
Preliminary Design Review/Approval.................................. .... .... .$14,000.00
Construction Documents Submittal............................................. $25,000.00
Construction Documents Review/Approval.................................. $35,000.00
Bid/Award.................. ..........................................................................
$37,500.00
50% Construction Completion.................................................... .$42,000.00
Final Inspection...................................................................... ..$46,500.00
Prep/Review/Submittal of Closeout Documentation..................... ...$48,000.00
4.2.2 No deductions shall be made from the Waterproofing Consultant's Basic
Services Compensation on account of penalty, liquidated damages, retain age or
other sums withheld from payments to Contractor.
4.2.3 If the Project is suspended for more than six months or abandoned in whole or
in part by the Owner, the Waterproofing Consultant shall be paid compensation
for services performed prior to receipt of written notice from the Owner of such
suspension or abandonment, and all reasonable termination expenses resulting
from such suspension or abandonment. If the Project is resumed after being
suspended for more than six months, the Waterproofing Consultant's Basic
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Services Compensation shall be equitably adjusted.
4.2.4 If Owner fails to make any payment due Waterproofing Consultant for services
and expenses within thirty (30) days after receipt of waterproofing Consultant's
bill therefore, the Waterproofing Consultant may, after giving seven (7) days
written notice to the Owner, suspend services under this Agreement until he
has been paid in full all amounts due him for services and expenses.
4.3 ADDITIONAL SERVICES COMPENSATION
4.3.1 In the event that the number of site visits during the construction phase
exceeds ten (10), and visits exceeding that amount are pre-approved in writing
by the Owner's Project Manager, the Waterproofing Consultant shall be entitled
to Additional Services compensation in the amount of Nine Hundred Fifty
Dollars ($950.00) per trip.
4.3.2 With respect to any additional services not specifically addressed herein,
performed by the Waterproofing Consultant hereunder, the Waterproofing
Consultant and Owner shall negotiate an equitable adjustment to the Basic
Services Compensation. However, if negotiations are not successful prior to the
time the additional services are needed, the Owner may elect to contract with
another entity to perform the Additional Service(s); or the Owner may direct
the Waterproofing Consultant to proceed with the Additional Services on a time
spent basis with Additional Compensation Services to be computed as the
following fixed rates:
4.3.2.1 Principal- One Hundred Sixty Dollars ($160.00) per hour.
Associate - One Hundred Forty Dollars ($140.00) per hour.
Senior Project Engineer- One Hundred Twenty-five Dollars ($125.00) per hour
Project Manager - One Hundred Dollars ($100.00) per hour
Engineer- Ninety Dollars ($90.00) per hour
Technician - Seventy-five Dollars ($75.00) per hour
Inspector - Sixty Dollars ($60.00) per hour
CADD Operator- Sixty Dollars ($60.00) per hour
Administrative Support - Forty-five Dollars ($45.00) per hour.
4.3.2.2 Should the Owner elect to contract with a separate entity to perform Additional
Services, as described under Paragraph 4.3.1, the Waterproofing Consultant
shall comply with reasonable requests from Owner, without additional
compensation, with regards to coordination of work with the respective separate
entity.
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4.3.3 Payments for Additional Services of the Waterproofing Consultant shall be
made monthly upon presentation of the Waterproofing Consultant's statement
of services, fully supported by invoices, time cards, and other documentation as
requested by the Owner.
4.4 ACCOUNTING RECORDS
4.4.1 Records of the Waterproofing Consultant with respect to Additional Services
and payroll, consultant and other expenses (including Reimbursable Expenses)
pertaining to the Project, shall be kept on generally accepted accounting
principals and shall be available to the Owner or its authorized representative
for inspection and copying at mutually convenient times.
4.4.2 At the request of the Owner or its authorized representative the Waterproofing
Consultant will supply in a timely manner and certify as accurate, unaltered
copies of all time sheets, invoices, and other documents to substantiate and
document any and all Additional Services and Reimbursable Expenses.
ARTICLE 5
PERIOD OF SERVICE
5.1 Specific dates relating to the period of services will be set forth in the Master
Schedule.
5.2 Unless earlier terminated as provided in Article 10 hereof, this Agreement shall
remain in force for a period which may reasonably be required for the Basic
Services and Additional Services hereunder. However, the provisions of the
Agreement relating to Professional Responsibility (paragraph 3.2); Dispute
Resolution (Article 11); Professional Liability coverage (Article 8);
Indemnification (Article 9); and Ownership of Documents/Confidential
Information (Article 13) shall remain in effect after termination of the other
provisions of the Agreement.
5.3 If the Project is delayed through no fault of the Waterproofing Consultant, all
specific dates noted in the Master Schedule that are affected by the delay will be
adjusted by the number of calendar days of the delay.
5.4 If the Owner materially revises the Project, a reasonable time extension and/or
credit shall be negotiated between the Waterproofing Consultant and the
Owner.
5.5 Time is of the essence of this Agreement.
ARTICLE 6
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OWNER'S RESPONSIBILITIES
6.1 The Owner shall provide full information regarding the requirements for the
Project.
6.2 The Owner shall examine documents submitted by the Waterproofing
Consultant and shall render decisions pertaining thereto promptly, to avoid
unreasonable delay in the progress of the Waterproofing Consultant's Services.
6.3 The Owner shall furnish information and approvals required of it expeditiously,
for orderly progress of the Work and shall endeavor to adhere as closely as
possible with the time conditions for such Owner activities as set forth in all
approved schedules for the Project.
ARTICLE 7
NOTICES
7.1 Any notice required by this Agreement or other communications to
either party by the other shall be in writing and deemed given when delivered
personally or five (5) days after deposit in the United States Post Office, postage
prepaid certified mail, return receipt requested, addressed as follows, or to such
other address as shall be duly given by notice meeting the requirement of this
Article.
7.2 To Owner:
Mr. Rick Acree, RA.
Assistant Director of Public Services
Facilities Management Division
501 Greene Street, Suite 301
Augusta, GA 30901
7.3 To Waterproofing Consultant:
Mr. Stuart W. Sutton, PE
Presiden t
Stafford Consulting Engineers
Charlotte, NC 28269
7.4 With Copy to Construction Program Manager:
Mr. Bob Munger, AlA
ARC Capital Improvements Program Manager
Heery International, Inc.
501 Greene Street; Suite 313
Augusta, GA 30901
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ARTICLE 8
INSURANCE
8.1 The Waterproofing Consultant shall purchase and maintain insurance for
protection from claims under worker's or workmen's compensation acts; claims
resulting from negligent acts or omissions for damages because of bodily injury,
including personal injury, sickness, disease or death of any of the Waterproofing
Consultant's employees or any other person; claims for damages because of
injury to or destruction of personal property including loss of use resulting there
from; and claims arising out of the performance of this Agreement and caused by
negligent acts or omissions for which the Waterproofing Consultant is legally
liable. Minimum limits of coverage shall be:
INSURANCE DESCRIPTION
Required Coverage
Minimum
a. Worker's Compensation
Statutory
b. Public Liability
Bodily Injury: Each Person
Bodily Injury: Each Accident
Property Damage: Each Accident
$1,000,000 Combined Limit
$100,000
$200,000
$100,000
c. Automobile Liability & Property Damage
Bodily Injury: Each Person
Bodily Injury: Each Accident
Property Damage: Each Accident
$1,000,000 Combined Limit
$100,000
$200,000
$100,000
d. Professional Liability:
$1,000,000 per Loss/Claim
8.2 Evidence of such insurance shall be furnished to the Owner, and the Owner
shall receive thirty (30) days prior written notice of any cancellation, non-
renewal or reduction of coverage of any of the policies. Upon notice of such
cancellation, non-renewal or reduction, the Waterproofing Consultant shall
procure substitute insurance so as to assure the Owner that the minimum limits
of coverage are maintained continuously throughout the period of this
Agreement.
8.3 The Waterproofing Consultant shall) deliver to the Owner a
certificate of insurance for its Professional Liability coverage.
8.4 All insurance policies (with the exception of Professional Liability) required
under this Agreement shall name the Owner as an additional insured for the
insurance and shall contain a waiver of subrogation against the Owner.
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ARTICLE 9
INDEMNIFICATION
9.1 Notwithstanding anything to the contrary contained herein, the Waterproofing
Consultant shall indemnify and hold harmless the Owner, the Construction
Program Manager and their agents and employees from and against all claims,
damages, losses and expenses, including but not limited to attorney's fees,
arising out of or resulting from (i) the Waterproofing Consultant's performance
or failure to perform its obligations under this Agreement and (ii) any claim,
damage, loss or expense attributable to bodily injury, sickness, disease or death,
or to injury to or destruction of personal property including the loss of use
resulting there from and caused in whole or in part by any negligent act or
omission of the Waterproofing Consultant or anyone directly or indirectly
employed by the Waterproofing Consultant. Such obligation shall not be
construed to negate, abridge or otherwise reduce any other right or obligation of
indemnity which would otherwise exist as to any party or person described in
this Article.
9.2 Except as otherwise set forth in this Agreement, the Waterproofing Consultant and
the Owner shall not be liable to each other for any delays in the performance of
their respective obligations and responsibilities under this Agreement which
arise from causes beyond their control and without their fault or negligence,
including but not limited to, any of the following events or occurrences: fire,
flood, earthquake, epidemic, atmospheric condition of unusual severity, war,
state or local government acting in its sovereign capacity, and strikes. Owner
shall not be liable to the Waterproofing Consultant for acts or failures to act by
Construction Program Manager, the Contractor, or the Owner's consultants.
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ARTICLE 10
TERMINATION OF AGREEMENT
10.1 If (1), the Owner abandons the Project or the Project is stopped for more than six
(6) months due to actions taken by the Owner, or under an order of any court or
other public authority having jurisdiction, or as a result of an act of government,
such as a declaration of a national emergency making materials unavailable
through no act or fault of the Waterproofing Consultant or its agents or
employees, or (2), the Owner has failed to substantially perform in accordance
with the provisions of this Agreement due to no fault of the Waterproofing
Consultant and such non-performance continues without cure for a period of
thirty (30) days after the Owner receives from the Waterproofing Consultant a
written notice of such nonperformance (including a detailed explanation of the
actions of the Owner required for cure), the Waterproofing Consultant may,
upon fifteen (15) day's additional written notice to the Owner, terminate this
Agreement, without prejudice to any right or remedy otherwise available to the
Owner, and recover from the Owner payment for all services performed to the
date of the notice terminating this Agreement.
10.2 Upon the appointment of a receiver for the Waterproofing Consultant, or if the
Waterproofing Consultant makes a general assignment for the benefit of
creditors, the Owner may terminate this Agreement, without prejudice to any
right or remedy otherwise available to the Owner, upon giving three (3) working
days written notice to the Waterproofing Consultant. If an order for relief is
entered under the bankruptcy code with respect to the Waterproofing
Consultant, the Owner may terminate this Agreement by giving three working
days written notice to the Waterproofing Consultant unless the Waterproofing
Consultant or the trustee: (1), promptly cures all breaches; (2), provides
adequate assurances of future performance; (3), compensates the Owner for
actual pecuniary loss resulting from such breaches; and (4), assumes the
obligations ofthe Waterproofing Consultant within the statutory time limits.
10.3 If the Waterproofing Consultant persistently or repeatedly refuses or fails,
except in cases for which extension of time is provided, to supply sufficient
properly skilled staff or proper materials, or persistently disregards laws,
ordinances, rules, regulations or orders of any public authority jurisdiction, or
otherwise substantially violates or breaches any term or provision of this
Agreement, then the Owner may, without prejudice to any right or remedy
otherwise available to the Owner, and after giving the Waterproofing Consultant
written notice, terminate this Agreement.
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10.4 Upon termination of this Agreement by the Owner under Paragraph 10.2 or
10.3, it shall be entitled to furnish or have furnished the Services to be
performed hereunder by the Waterproofing Consultant by whatever method the
Owner may deem expedient. Also, in such cases, the Waterproofing Consultant
shall not be entitled to receive any further payment until completion of the
Work; and the total compensation to the Waterproofing Consultant under this
Agreement shall be the amount which is equitable under the circumstances. If
the Owner and the Waterproofing Consultant are unable to agree on the amount
to be paid under the foregoing sentence, the Owner shall fix an amount, if any,
which it deems appropriate in consideration of all of the circumstances
surrounding such termination, and shall make payment accordingly.
10.5 The Owner may, upon thirty day's written notice to the Waterproofing
Consultant terminate this Agreement, in whole or in part, at any time for the
convenience of the Owner, without prejudice to any right or remedy otherwise
available to the Owner. Upon receipt of such notice, the Waterproofing
Consultant shall immediately discontinue all services affected unless such notice
directs otherwise. In the event of a termination for convenience of the Owner,
the Waterproofing Consultant's sole and exclusive right and remedy is to be paid
for all work performed and to receive equitable adjustment for all work
performed through the date of termination. The Waterproofing Consultant shall
not be entitled to be paid any amount as profit for unperformed services or
consideration for the termination of convenience by the Owner.
10.6 Should the Owner terminate the Waterproofing Consultant as provided for
under this Article, the Owner will acquire such documents, including the
ownership and use of all drawings, plans, specifications, documents and
materials relating to the Project prepared by or in the possession of the
Waterproofing Consultant. The Waterproofing Consultant will turn over to the
Owner in a timely manner and in good unaltered condition all such original
documents and materials.
10.7 The payment of any sums by the Owner under this ArticlelO shall not constitute
a waiver of any claims for damages by the Owner for any breach of the
Agreement by the Waterproofing Consultant.
'.
ARTICLE 11
DISPUTE RESOLUTION
If a dispute arises out of or related to this Agreement, or its alleged breach, and
if that dispute has not been settled through direct discussions within a
reasonable period, the parties to this Agreement agree to first endeavor to settle
the dispute in an amicable manner by submitting the dispute to a mutually
acceptable mediator under the Construction Industry Mediation Rules, before
having recourse to a judicial forum. Each party further agrees that it will
endeavor to follow a similar dispute resolution procedure to resolve any disputes
against any third parties (including the Contractor and Construction Program
Manager) which arise out of or relate to work.
Should mediation of disputes prove unsuccessful, the parties to this
Agreement agree that the matter(s) in question will be decided in the Superior
Court of Richmond County, Georgia. By signing this Agreement, the Design
Consultant waives any right to contest the venue in the Superior Court of
Richmond County, Georgia.
ARTICLE 12
SUCCESSORS/ASSIGNMENT
12.1 This Agreement shall inure to the benefit of and be binding on the heirs,
successors, assigns, trustees and personal representatives of the Owner, as well
as the permitted assigns and trustees of the Waterproofing Consultant.
12.2 The Waterproofing Consultant shall not assign, sublet or transfer its interest in
this Agreement without the written consent of the other, except that the
Waterproofing Consultant may assign accounts receivable to a commercial. bank
or financial institution for sec",ring loans, without prior approval of the Owner.
19
'.
ARTICLE 13
OWNERSHIP OF DOCUMENTS/CONFIDENTIAL INFORMATION
13.1 The Waterproofing Consultant agrees to transmit a digital copy of all plan text
and drawings and closeout documents to Owner prior to project closeout. Said
electronic files and documents are not to be used by the Owner on projects at
separate facilities without a written agreement with the Waterproofing
Consultant, except as provided for under Paragraph 10.6.
13.2 In order for the Waterproofing Consultant to fulfill this Agreement effectively, it
may be necessary or desirable for the Owner to disclose to the Waterproofing
Consultant confidential and proprietary information and trade secrets
pertaining to the Owner's past, present and future activities. The Waterproofing
Consultant hereby agrees to treat any and all information gained by it as a
result of the Services performed hereunder as strictly confidential. The
Waterproofing Consultant further agrees that it will not disclose to anyone
outside of the authorized Project team (i) Owner's trade secrets during the
period of this Agreement or thereafter or (ii) Owner's confidential and
proprietary information during the period of this Agreement and thereafter for a
period of 2 years.
20
'.
'.
ARTICLE 14
ADDITIONAL PROVISIONS
14.1 This Agreement and its Exhibits and Attachments represent the entire and
integrated agreement between the Owner and the Waterproofing Consultant and
supersedes all prior negotiations, representations or agreements, either written
or oral. This Agreement may be amended only by written instrument signed by
both Owner and Waterproofing Consultant.
14.2 Unless otherwise specified, this Agreement shall be governed by the law of the
State of Georgia, U.S.A.
14.3 If anyone or more of the provisions contained in this Agreement, for any reason,
are held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions thereof and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
14.4 Except where specifically stated otherwise, all periods of time stated in terms of
days shall be considered periods calculated in calendar days.
14.5 The headings or captions within this Agreement shall be deemed set forth in the
manner presented for the purposes of reference only and shall not control or
otherwise affect the information set forth therein or interpretation thereof.
14.6 For the purpose of this Agreement unless the context clearly indicates
otherwise, the singular includes the plural, and the plural includes the singular.
14.7 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and the counterparts shall constitute one and the
same instrument, which shall be sufficient evidence by anyone thereof.
21
"
This Agreement executed the day and year first written above.
OWNER
WATERPROOFING CONSULTANT
Augusta, Georgia, a political
Stafford Consulting Engineers
Subdivision of the State of Georgia
Acting by and through the Augusta
Richmond County Commission
) By: (9~~(L--
{I/' Deke S. Copenhaver
. Mayor
At~std(ko/iOJMIJL
Clerk
By: ~~~
\J ic.e: -P\"'E'S\o~- CrerO\-\-\ol')~
Title
At~st: ~ ~ /Jr<.u/'~
Witness
22
"'. "
EXHIBIT A
MASTER SCHEDULE
10 Task Name Start I Rnish
Mar T Aor T Mav I Jun I Jul I AUQ I Se
1 Consultant t'btice To R"oceed 4/12/06 4/12/06 ~2
2 R"oject Launch ~eting 4/18/06 4/18106 4/18
3 Analysis & R"e1im design 4/19106 5/29/06 l:!m~:h!~fJ:~:mm:@-.
-~
4 R"elim Report Review 5/30/06 6/6/06
5 R"elim Review Meeting 6/6106 6/6106 -~
6 Const. Document Design 6f7/06 7f7106 :;*'.';:"; ("1'
;J!A,~;J,H,
7 CD Review /Approval 7/10/06 7/28106 ,
8 CD Review ~ting 7/28/06 7/28106 ~28
9 Rnal Document Design 7/31/06 8/8/06
10 Rnal Document SJbrrittal 819/06 8/9/06 ~
11 Bid/Award/Contract 8/10/06 11/29/06 :!~~!f:~!r~~~~J~f:'$n
12 Construction 11/30106 2/28/07
13 Ooseout 3/1/07 3/28/07
23
"
ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY)
03/20/06
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
HRH Professional Practice ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Insurance Brokers, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
1333 Harding Place
Charlotte, NC 28204-1513 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Continental Casualty Company 20443
Stafford Consulting Engineers INSURER B:
9115 Harris Corners Parkway INSURER c:
Suite 230 INSURER 0:
Charlotte, NC 28269 INSURER E:
Cllent#. 50551
STAFCON
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I r'T"RK ~uu' TYPE OF INSURANCE POLICY NUMBER PJ'A~~Y ~~;~8m,E Pg~fl ~~~~N LIMITS
NSR
~NERAL LIABILITY EACH OCCURRENCE $
:3MMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $
""- CLAIMS MADE D OCCUR
f-- MED EXP (Anyone person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
~'L AGGREAE LIMIT APPlS PER: PRODUCTS - COMP/OP AGG $
PRO-
POLICY JECT LOC
~OMOBILE LIABILITY COMBINED SINGLE LIMIT $
ANY AUTO (Ea accident)
-
- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS (Per person)
-
- HIRED AUTOS BODILY INJURY
$
NON.QWNED AUTOS (Per accident)
-
PROPERTY DAMAGE $
(Per accident)
:=rAGE LIABILITY AUTO ONLY - EAACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
:5ESSIUMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
~ DEDUCTIBLE $
RETENTION $ S
WORKERS COMPENSATION AND ITv;,~.H{fJ,~:..1 IOJ~'
EMPLOYERS' LIABILITY $
ANY PROPRIETOR/PARTNERlEXECUTlVE E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $
If yes, describe under E.L. DISEASE. POLICY LIMIT $
SPECIAL PROVISIONS below
A OTHER Professional MCA006086916 03113/06 03113107 $1,000;0001$1,000,000
Per Claim/Aggregate
DESCRIPTION OF OPERATIONS' LOCATIONS 'VEHICLES' EXCLUSIONS ADDED BY ENDORSEMENT' SPECIAL PROVISIONS
The aggregate limit is total insurance available for claims
presented within the policy period for all operations of insured,
Ref: Augusta Richmond County Municipal Building
cc: Stafford Consulting Engineers; Victor O. Schinnerer & Co., Inc.
CERTIFICATE HOLDER
CANCELLATION
Augusta-Richmond County Commission
AUn: Rick Acree, R.A.
Facilities Management Division
501 Greene Street, Suite 301
Augusta, GA 30901
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL -3.0.... DAYS WRmEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
ACORD 25 (2001/08) 1 of 2
#350224
@ ACORD CORPORATION 1988
";
IMPORTANT
If the certificate holder is an AODITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVEO, subject to the terms and conditions of the policy, certain poiicies may
require . an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001108)
2 of2
"
f
"
Client#: 243070
70STAFFCON
ACORDTM
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DDIYYYY)
03/21/06
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
BB& T McPhail Bray Insurance
P. O. Box 11148
5925 Carnegie Blvd Suite 400
Charlotte, NC 28220
Stafford Consulting Engineers
9115 Harris Corners Parkway, Suite 230
Charlotte, NC 28269-3709
INSURERS AFFORDING COVERAGE
INSURER A: Travelers Indemnity Company of CT
INSURER B: Travelers Ind Co of Amer.
INSURERC: Travelers Indemnity Co.
INSURER D: Charter Oak Fire Insurance Company
INSURER E:
NAIC#
25682
25666
25658
25615
INSURED
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR NSRI TYPE OF INSURANCE POLICY NUMBER PJ>..t~~~J~f~8~~IE Pg~fJ (~XJ,~~N LIMITS
A ~NERAL LIABILITY 1660328X4279TCT06 01/01/06 01/01/07 EACH OCCURRENCE $1.000 000
X. 5MERCIAL GENERAL LIABILITY ~~~~~~J9F~ENTED $100.000
- CLAIMS MADE [Xl OCCUR MED EXP (Anyone person) $5 000
PERSONAL & ADV INJURY $1.000 000
GENERAL AGGREGATE $2.000 000
~'L AGGREnE LIMIT APPLIES PER: PRODUCTS - COM PlOP AGG $2,000 000
PRO- n
POLICY JECT LOC
B ~TOMOBILE LIABILITY BA468Y187906SEL 01/01/06 01/01/07 COMBINED SINGLE LIMIT
X. ANY AUTO (Ea accident) $1,000,000
- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS (Per person)
-
X. HIRED AUTOS BODILY INJURY
$
X. NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE $
(Per accident)
~AGE LIABILITY AUTO ONLY. EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
C ~ESS/UMBRELLA LIABILITY ISMCUP468Y24091NDO 01/01106 01/01/07 EACH OCCURRENCE $3.000 000
X OCCUR D CLAIMS MADE AGGREGATE $3 000 000
$
@ DEDUCTIBLE $
X RETENTION $10000 $
0 WORKERS COMPENSATION AND IOUB6917W84706 01/01106 01/01107 X I TIf(,~JTiMW", I IOJJ;l-
EMPLOYERS' LIABILITY $500,000
ANY PROPRIETOR/PARTNER/EXECUTIVE E.l. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? E.l. DISEASE - EA EMPLOYEE $500,000
If yes, describe under E.l. DISEASE - POLICY LIMIT $500,000
SPECIAL PROVISIONS below
A OTHER Property 1660328X4279TCT06 01/01/06 01/01/07 $222,000. BPP
Special, R1C
$500. Deductible
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS
Robert M. Stafford, Inc. dba Stafford Consulting Engineers
RE: Augusta Richmond County Municipal Building
Certificate Holder is named Additional Insured as required by written
(See Attached Descriptions)
CERTIFICATE HOLDER
CANCELLATION
Augusta-Richmond County Commission
Attn; Rick Acree, R.A.
Facilities Mgt. Div.
501 Greene St., Ste 301
Augusta, GA 30901
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER. ITS AGENTS OR
ACORD 25 (2001/08) 1 of 3
#S1737956/M1705526
@ ACORD CORPORATION 1988
t"'; '.
IMPORTANT
If the certificate holder is an AOOITIONAL INSUREO, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVEO, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 2S.S (2001/08) 2 of 3
#S1737956/M1705526