Loading...
HomeMy WebLinkAboutStandard Form of Agreement Augusta Richmond GA DOCUMENT NAME: Skrc:hrd. r-OV rn 0 p A.sr-eeVl\en t- ~tw.tt. n Owner iO-x\O E~ineey- toy- ~Ote~<s \aYlO-~ ~eY V\ C-e..'-S DOCUMENT TYPE: A 5 Yeeme VI-\- YEAR: 'C1C1g BOX NUMBER:C1 FILE NUMBER: \ tfLP 1 ( NUMBER OF PAGES: '25 Po .,.._= 'ii .. ... ...$ , -;- c3~ (PI ~ This docwnent has important legal consequences; consultation with an attorney is encouraged with respect to its use, completion or modification. This docwnent should be adapted to the particular circwnstances of the contemplated Project and the applicable laws of the jurisdiction in w1:llch the professional services for the Project are to be erformed. STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of December 7 , 1999 between Augusta-Richmond County Public Works and Engineering Department ("OWNER") and Godefrov & Associates ('ENGINEER"). OWNER Augusta-Richmond County Public Works and Engineering Department OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the performance of f furnishing of professional engineering services by ENGINEER with respect to the Project and the payment for those services by OWNER as set forth below. Execution of this Agreement by ENGINEER and OWNER constitutes OWNER's written authorization to ENGlNEERto proceed on the date first above written with the first phase of the Basic Services described in Section 2 below and as further set forth in Exhibit A, A Further Description of Basic Engineering Services and Related Matters" ("Exhibit A") and in the other exhibits listed in Section 9 below. This Agreement will become effective on the date first above written. Page 1 of 19 pages C; ., I ~ , 'Oi ! SECTION I-GENERAL 1.1. Standard of Care. ENGINEER shall perform for or furnish to OWNER professional engineering and related services in all phases of the Project to which this Agreement applies as hereinafter provided. ENGINEER shall serve as OWNER's prime design professional and engineering representative for the Project providing professional engineering consultation and advice with respect thereto. ENGINEER may employ such ENGINEER's Consultants as ENGINEER deems necessary to assist in the performance or furnishing of professional engineering and c related services hereunder. ENGINEER shall not be required to employ any ENGINEER's Consultant unacceptable to ENGINEER. The standard of care for all professional engineering and related services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar conditions 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. 1.2. Coordination with Other Documents. It is the intention of the parties that the Standard General Conditions will be used as the General Conditions for the Project and that all amendments thereof and supplements thereto will be generally consistent therewith. Except as otherwise defmed herein, the terms which have an initial capital letter in this Agreement and are defined in the standard General Conditions will be used in this Agreement as defined in the Standard General Conditions. The term "defective" will be used in this Agreement as defined in the Standard General Conditions. . 1.3. Definitions. Wherever used in this Agreement the following terms have the meanings indicated which are applicable to both the singular and plural thereof: 1.3.1. Additional Services. Additional Services means the services to be performed for or furnished to OWNER by ENGINEER described in Section 3 of this Agreement. 1.3.2. Agreement. Agreement means this Standard Form of Agreement between OWNER and ENGINEER for Professional Services including those exhibits listed in Section 9 of this Agreement. 1.3.3. Basic Services. Basic Services means the services to be performed for or furnished to OWNER by ENGINEER described in Section 2 of this Agreement. 1.3.4. Construction Cost. Construction Cost means the total cost to OWNER of those portions of the entire Project designed or" specified by ENGINEER. Construction cost does not include ENGINEER's compensation and expenses, the cost of land, rights-- of-way, or compensation for or damages to properties, or OWNER's legal, accounting, insurance counseling or auditing services, or 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 Section 4 of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 1.3.5. Contractor. Contractor means the person or entity with whom OWNER enters into a written agreement covering construction work to be performed or furnished with respect to the Project. 1.3.6. ENGINEER's Consultant. ENGINEER's Consultant means a person or entity having a contract with ENGINEER to perform or furnish Basic or Additional Services as 'ENGINEER's independent professional associate or consultant engaged directly on the Project. 1.3.7. Reimbursable Expenses. Reimbursable Expenses means the expenses incurred directly in connection with the performance or furnishing of Basic and Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit B, "Payments to Engineer for Services and Reimbursable Expenses" ("Exhibit B"). 1.3.8. Resident Project Representative. Resident Project Representative means the authorized representative of ENGINEER who will be assigned to assist ENGINEER at the site during the Construction Phase. The Resident Project Representative will be ENGINEER's agent or employee and under Page 2 of 19 pages i' ~. 1 ENGINEER's supervision. As used herein, the term Resident Project Representative includes any. assistants of Resident Project Representation agreed to by OWNER. The duties and responsibilities of the Resident Project Representative are set forth in Exhibit C, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative ("Exhibit C"). 1.3.9. Standard General Conditions. Standard General Conditions means the Standard General Conditions of the Construction Contract (No. 1910-8) (1990 Edition) of the Engineers Joint Contract Documents Committee. 1.3.10. Total Project Costs. Total Project Costs means the sum of the Construction Cost, allowances for contingencies, the total costs of design professional and related services provided by ENGINEER and (on the basis of information furnished by OWNER) allowances for such other items as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, for interest and fmancing charges and for other services to be provided by others to OWNER under paragraphs 4.4,4.5 and 4.7 through 4.14, inclusive. SECTION 2--BASIC SERVICES OF ENGINEER 2.1. Study and Report Phase Upon this Agreement becoming effective, ENGINEER shall: 2.1.1. Consult with OWNER to understand OWNER's requirements for the Project and review available data. 2.1.2. Advise OWNER as to the necessity of OWNER's providing or obtaining from others data or services of the types described in paragraph 4.4 which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and serVices. 2.1.3. Identify and analyze requirements of. governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER with whom consultation is to be undertaken in connection with the Project. 2.1.4. Evaluate various alternate solutions available to OWNER as described in Exhibit A, and, after consultation with Owner, recommend to OWNER those solutions which in ENGINEER's judgment best meet OWNER's requirements for the Project. This phase is further discussed in Exhibit A and is called the Conceptual Design Phase. 2.1. 5. Prepare a report (the "Report") which will contain the statement of OWNER's requirements for the Project, and, as appropriate, will contain schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the 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, including the following which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design professional and related services provided by ENGINEER and, on the basis of information furnished by OWNER, allowances for other items and services included within the definition of Total Project Costs. 2.1.6. Furnish the Report to and reVlew it with OWNER. 2.1.7. Revise the Report in response to OWNER's comments, as appropriate, and furnish final copies of the Report in the number set forth in Exhibit A. 2.1.8. Submit the Report within the stipulated period indicated in Exhibit A. 2.1.9. ENGINEER's services under the Study and Report Phase will be considered complete at the earlier of (1) the date when the Report has been accepted by OWNER or (2) thirty days after the date when such Report is delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to review the portions of the Project designed or specified by ENGINEER, if such approval is to be obtained during the Study and Report Phase. The duties and responsibilities of ENGINEER during the Study and Report Phase as set forth in this paragraph 2.1 are amended and supplemented as indicated in Exhibit A. Page 3 of 19 pages ~ ~ r:!' 't " 2.2 Preliminary Design Phase. After acceptance by OWNER of the Conceptual Design, 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: 2.2.1. On the basis of the report, the recommended solution selected by OWNER and the specific modifications or changes in the scope, extent, character or design requirements of the Project agreed upon by OWNER and ENGINEER, prepare Preliminary Design documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 2.2.2. Advise OWNER if additional reports, data or other information or services of the types described in paragraph 4.4 are necessary and assist OWNER in obtaining such reports, data or other information and sefV1ces. 2.2.3. Based on the information contained in the Preliminary Design 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 2.1.5. 2.2.4. Furnish the Preliminary Design documents to and review them with OWNER. 2.2.5. Submit the Preliminary Design documents and revised opinion of probable Construction Cost within the stipulated period indicated in Exhibit A. 2.2.6. ENGINEER's services under the Preliminary Design Phase will be considered complete at the earlier of (1) the date when the Preliminary Design documents have been accepted by' OWNER or (30) thirty days after the date when such Preliminary Design documents are delivered to OWNER for final acceptance; plus in each case such additional. time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the Preliminary Design documentation, if such approval is to be obtained during the Preliminary Design Phase. The duties and responsibilities of ENGINEER during the Preliminary Design Phase as set forth in this paragraph 2.2 are amended and supplemented as indicated in Exhibit A. 2.3. Final Design Phase. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable Construction Cost 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: 2.3.1. On the basis of the accepted Preliminary Design documents, the modifications or changes in the scope, extent, character or design requirements of the Project agreed upon by OWNER and ENGINEER and the revised opinion of probable Construction Cost, prepare for incorporation in the Contract Documents final Drawings showing the scope, extent and character of the work to be performed and furnished by Contractor and Specifications (which will be prepared, where appropriate, in general conformance with the sixteen division format of the Construction Specifications Institute). 2.3.2. Provide technical criteria, written descriptions and design data for OWNER's use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to review or approve the final design of the Project, and assist OWNER in consultations with appropriate authorities. 2.3.3. 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 2.1.5, as a result of changes in scope, extent or character or design requirements of the Project. 2.3.4. Prepare for review and approval by OWNER, its legal counsel and other advisors, contract agreement forms, general conditions and supplementary conditions, and (where appropriate) bid forms, invitations to bid and instructions to bidders (all of which will be generally consistent in form and substance with the forms and pertinent guide sheets prepared by the Engineers Joint Contract Page 4 of 19 pages jJ~ ., !" Documents Committee), and assist in the preparation of other related docwnents. 2.3.5. Furnish the above docwnents, Drawings and Specifications to and review them with OWNER. 2.3.6. Submit the above documents, Drawings and Specifications and a revised opinion of probable Construction Cost within the stipulated period indicated in Exhibit A. 2.3.7. ENGINEER's services under the Final Design Phase will be considered complete at the earlier of (I) the date when the submittals have been accepted by OWNER or (2) thirty days after the date when such" submittals are delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, if such approval is to be obtained during the Final Design Phase. The duties and responsibilities of ENGINEER during the Final Design Phase as set forth in this paragraph 2.3 are ainended and supplemented as indicated in Exhibit A. 2.4. Bidding or Negotiating Phase. After acceptance by OWNER of the ENGINEER's Drawings, Specifications and other Final Design Phase documentation (including the most recent opinion of probable Construction Cost), and upon written authorization to proceed, ENGINEER shall: 2.4.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the contract for construction, materials, equipment and services; and, where applicable, maintain a -record of prospective bidders to whom Bidding Documents have been issued, attend pre-bid conferences, if any, and receive and process deposits for" Bidding Documents. 2.4.2. Issue Addenda as appropriate to clarify, correct or change the Bidding Docwnents. 2.4.3. Consult with OWNER as to the acceptability of subcontractors, suppliers and other persons and entities proposed by Contractor for those portions of the work as to which such acceptability is required by the Bidding Documents. 2.4.4. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 2.4.5. The Bidding or Negotiating Phase will terminate and the services to be performed or furnished thereunder will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors (except as may otherwise be required to complete the services called for in paragraph E7.2.5, if Exhibit E is a part of this Agreement). The duties and responsibilities of ENGINEER during the Bidding or Negotiating Phase are set forth in this paragraph 2.4 as amended and supplemented as indicated in Exhibit A. 2.5. Construction Phase During the Construction Phase: 2.5.1. General Administration of Construction Contract. ENGINEER shall consult with and advise OWNER and act as OWNER's representative as provided in the standard General Conditions. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said Standard General Conditions shall not be modified, except to the extent provided in Exhibit A and except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER who shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this Agreement and said Standard General Conditions except as otherwise provided in writing. 2S2. Visits to Site and Observation of Construction. In connection with observations of the work of Contractor while it is in progress: 2.5.2.1. ENGINEER shall make visits to the site at intervals appropriate to the various stages of construction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor's work. In addition, ENGINEER shall proviae the services of a Resideat Projeet Represemative at the site to assist Page 5 of 19 pages ~. 7(: , ENGINEER aBd ta flravide mere eoatinaoHs observatioas of saOO work. The fumishiag of SHOO Residem Projeet Repr-eseatative ser'liees will Rot extead ENGl}IEER's responsibilities or authority beyORd ili:e speoifie limits set forth elsewhere in this paragraph 2.5. Such visits and observations by ENGINEER 8Rd ili:e Resident Projeot Representative are not intended to be exhaustive or to extend to every aspect of the work in progress, or to involve detailed inspections of the work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling and similar methods of general observation of the work based on ENGINEER's exercise of professional judgment as assisted by the Resident Projeet RepreseRtative. Based on information obtained during such visits and such observations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. The responsibilities of ENGINEER contained in this paragraph are expressly subject to the .limitations set forth in paragraph 2.5.2.2 and other express or general limitations in this Agreement and elsewhere. 2.5.2.2. The purpose of ENGINEER's visits to 8Rd represeatation by the Resident Prejeet Ref)reseatative at the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by the exercise of ENGINEER=s efforts as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed work of Contractor will conform in general to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. On the other hand, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise; direct or have control over Contractor=s work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor, for safety precautions and programs incident to the work of Contractor or for any failw'e of Contra<;tor to comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor=s furnishing and performing the work. Accordingly, ENGINEER either guarantees the performance of any Contractor nor assumes responsibility for any Contractor=s failure to furnish and perform its work in accordance with the Contract Documents. 2.5.3. Defective Work During such visits and on the basis of such observations, ENGINEER shall have authority to disapprove of or reject Contractor's work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 2.5.4. Clarifications and Interpretations; Field Orders. ENGINEER shall issue necessary clarifications and interpreta~ons of the Contract Documents as appropriate to the orderly completion of the work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 2.5.5. Change Orders and Work Change Directives. ENGINEER shall recommend Change Orders and Work Change Directives to OWNER as appropriate, and shall prepare Change Orders and Work Change Directives as required. 2.5.6. Shop Drawings. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept. of the Completed Project as a functioning whole as mdicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 2.5.7. Substitutes. ENGINEER shall evaluate and determine the acceptability . of substitute or Aor- equal@ materials and equipment proposed by Contractor, but subject to the provisions of paragraph 3.2.2. Page 6 of 19 pages i'\. ",n ~ 2.5.8. Inspections and Tests. ENGINEER may require special inspections or tests of the work, and shall receive and review all certificates of inspections, tests and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents. ENGINEER=s review of such certifi- cates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, . tests or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 2.5.9. Disagreements between OWNER and Contractor. ENGINEER shall render the initial decisions on all claims of OWNER and Contractor relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and _ progress of the work. In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 2.5.10. Applications for Payment. Based on ENGINEER's on-site observations as an experienced and qualified design professional and on review of Applications for Payment and the accompanying data and schedules: 2.5.10.1. ENGINEER shall determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such . observations and review, that, to the best of the ENGINEER's knowledge, information and belief, the work has progressed to the point indicated, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe the work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in paragraph 2.5.10.1 are expressly subject to the limitations set forth in paragraph 2.5.10.2 and other express or general limitations in this Agreement and elsewhere. 2.5.10.2. By recommending any payment ENGINEER shall not thereby be deemed to have represented that on-site observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of the work in progress, or involved detailed inspections of the work beyond the responsibilities specifically assigned. to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes . of recommending payments nor ENGINEER's recommendation of any payment (including final payment) will impose on ENGI- NEER responsibility to supervise, direct or control such work or for the means, methods, techniques, sequences or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with laws, rules, regulations, ordinances, codes or orders applicable to Contractor's furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any .of the work, materials or equipment has passed to OWNER free and clear of any liens, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 2.5.11. Contractor's Completion Documents. ENGINEER shall receive, review and transmit to owner with written comments maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, and marked-up record documents (including Shop Drawings, Samples, and other data approved as provided under paragraph 2.5.6 and marked-up record Drawings) which are to be assembled by Contractor in accordance with the Contract Documents to obtain fmal payment. Page 7 of 19 pages 'r 1 ENGINEER's review of such documents will only be to determine generally that their content complies with the requirements of, and in the case of certificates of inspections, tests and approvals that the results certified indicate compliance with, the Contract Documents. 2.5.12. Substantial Completion. Following notice from Contractor that Contractor considers the entire work ready for its intended use, ENGINEER and OWNER, accompanied by Contractor, shall conduct an inspection to determine if the work is substantially complete. If after considering any objections of OWNER, ENGINEER considers. the work substantially complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and Contractor. 2.5.13. Final Notice of Acceptability of the Work ENGINEER shall conduct a final inspection to determine if the completed work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for fmal payment, ENGINEER shall also provide a notice iR the form attaeaed hereto as EJffiihit D (the "Natiee af :\cceptability af Work") that the work is acceptable (subject to the provisions of paragraph 2.5.10.2) to the best of ENGINEER's knowledge, information and belief and based on the extent of the services performed and furnished by ENGINEER under this Agreement. 2.5.14. Limitation of Re~ponsibilities. ENGINEER shall not be responsible for the acts or onUssions of any Contractor, or of any subcontractor, any supplier, or of any other person or organization performing OT furnishing any of the work. ENGINEER shall not be responsible for Contractor's failure to perform. or furnish the work in accordance with the Contract Documents. 2.5.15. Duration of Construction Phase. The Construction Phase will commence with the execution of the construction contract for the Project or any part thereof and will terminate upon written recommendation by ENGINEER of fmal payment. If the Project involves more than one prime contract as indicated in paragraph 5.5, Construction Phase services may be rendered at different times in respect of separate prime contracts. The duties and responsibilities of ENGINEER during the Construction Phase as set forth in this paragraph 2.5 are amended and supplemented as indicated in Exhibit A. 2.6. Operational Phase Dt:triBg the Operational Phase, ENGINEER shall, wheR requested by OWNER: 2.a.1. Provide assistaRee in cOlmectioB '.vith the refmmg aad aEijustiBg af aRy eqt:tipmeRt or system. 2.6.2. Assist OWNER in traiftiRg OWNER's staff to aJ3erate and maiBtain the Project. 2.a.3, :\.5sist OWNER in de>velopiBg systems aad J3raeedures for eofttrel ef the eJ3eratieR aRd maiBteBaace of and record keeJ3iRg for the Proj~. 2.()A. Pr6flare s set of reprodaeiele reeord drawings sh0'.vmg recerd. iIlfermatioa '.vmeh ENGINEER c08siders signifieaat based 08 the Dra..-Angs, Shop Dfa\vings, aad other reGerd deeuments furnished hy Cefttr-aCltor to ENGINEER ',vhieh ',vere 8Rftotated by Cofttractor ta shew all ehaages made dmi:Bg cORs1r1:lctien. ENGINEER'Hill Bot be reSf'0Rsible for aay errors in or OmiSSiONS in the informatioR f)r-a';ided by CONtractor that is incorporated ill the reGerd dfav.~.Hgs or other reGard doeameBts. 2.a.5. In comf)8BY with O'.\'NER, yisit the Project to ebserve aay aJ3pareBt defects iN the eOFBflleted work, assist OWNER iH GaRsaltatioRs IHlG mscussieas with CoBtraetor coaeemiag eorrectioH af sueh defeets, IHld make reeomtReHaatieRs as te replaeem.eBt or Garrectioa of defeetive '",ark. 2.6.6. Provide miseellaneoHs services as reqHested by OWNER iH GOfHleetioR .vith Prejeet closeout. 2.a.7. The Oj3eratioaal Phase may commeooe dur.ag the CONstructiON Phase and ..-fill termiBate ORe year after the date of Substantial CeFBflletioN. The duties aae reSf'aRsibilit:ies of ENGINEER duriNg the OpeFatieaal Phase as set forth iN this J3aragrapn 2.a are 8BleRaed lHle supplememed as inmeated ill Exhibit .^... SECTION 3--ADDITIONAL SERVICES OF ENGINEER Page 8 of 19 pages "" -.' ~ i 3.1. Additional Services Requiring Authorization in Advance. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed in paragraph 3.1.1 through 3.1.19, inclusive, as amended and supplemented as indicated in Exhibit A. These services are not included as part of Basic Services except to the extent otherwise provided in Exhibit A. These services will be paid for by OWNER as indicated in Section 6. 3.1.1. 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 effect on the design requirements of the Project of any such statements and documents prepared. by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 3.1.2. 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. 3.1.3. Services resulting from evaluation by ENGINEER during the Study and Report Phase at OWNER's request of alternative solutions in addition to those specified in Exhibit A. 3.1.4. 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 of financing; and revising previously accepted studies,' reports, Drawings, Specifications or . Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports, Drawings, Specifications, or Contract Documents, or are due. to any other causes beyond ENGINEER's control. 3.1. 5. Services resulting from facts revealed about conditions: 3.1. 5.1 which are different from information about such conditions that OWNER previously provided to ENGINEER under paragraph 4.4 and upon which ENGINEER was entitled to rely; or 3.1.5.2. as to which OWNER had responsibility to provide information under paragraph 4.4 if such information was not previously provided. 3.1.6. Providing renderings or models for OWNER's use. 3.1. 7. Preparing documents for alternate bids requested by OWNER for Contractor's work which is different from the Conceptual Design. 3.1.8. Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance and overhead expenses; the preparation of. feasibility studies, cash flow and. economic evaluations, rate schedules and appraisals; assistance in obtaining fmancing for the Project; evaluating processes available for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment and labor; and audits or inventories required in connection with construction performed by OWNER. 3.1.9. Furnishing services of ENGINEER's Consultants for other than Basic Services; and furnishing data or servIces of the types described in paragraph 4.4 when OWNER employs ENGINEER to provide such data or services in lieu of furnishing the same under paragraph 4.4. 3.1.10. Services attributable to a variation in the number of prime contracts from the number specified in Exhibit A for work designed or specified by ENGINEER. 3.1.11. Services during out-of-town travel required of ENGINEER other than visits to the site or OWNER's office as required by Section 2. 3.1.12. 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 Constructability Review requested by OWNER; and performing or furnishing services required to revise studies, reports, Drawings, Specifications or Contract Documents as a result of such review processes. Page 9 of 19 pages fa- 3.1.13. 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. 3.1.14. Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services, except when such assistance is required to complete services called for in paragraph E7.2.5, if Exhibit E is a part of this Agreement. 3.1.15. Providing field surveys for design purposes, engineering surveys and staking to enable Contractor to proceed with its work, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 3.1.16. Preparation of operating, maintenance and staffing manuals to supplement Basic Services under paragraph 2.6.3. 3.1.17. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project (except for assistance in consultations which is included as part of Basic Services under paragraphs 2.1.3 and 2.3.2). 3.1.18. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER under paragraph 4.12. 3.1.19. Other additional services performed or furnished by ENGINEER in connection with the Project, including services which are to be furnished by OWNER under Section 4, and services not otherwise provided for in this Agreement. 3.2. Required Additional Services. When required by the Contract Documents m connection with the performance or furnishing of ENGINEER's services during the Construction Phase, ENGINEER shall perform or furnish, without waiting for specific authorization from OWNER, Additional Services of the types listed in paragraphs 3.2.1. through 3.2.6, inclusive. These services are not included as part of Basic Services except to the extent provided in Exhibit A. Required Additional Services will be paid for by OWNER as indicated in Section 6. ENGINEER shall advise OWNER in writing promptly after starting any such Additional Services. 3.2.1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER if, because of the method of compensation agreed upon by OWNER and ENGINEER, the resulting change in compensation for Basic Services is not commensurate with the extent of the additional services rendered. 3.2.2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than Aor- equal@ items; and services after the award of the construction contract in evaluating and determining the acceptability of a . substitution which is inappropriate for the Project or an excessive number of substitutions. 3.2.3. Services resulting from significant delays, changes or price increases occurring as a direct or indirect result of materials, equipment or energy shortages. 3.2.4. Additional or extended services during construction made necessary by (1) work damaged by fire or other cause during construction, (2) a significant amount of defective, neglected or delayed work of Contractor, (3) acceleration of the progress schedule involving services beyond normal working hours, or (4) default by Contractor. 3.2.5. Services (other than Basic Services during the Operational Phase) in connection with any partial utilization of any part of the Project by OWNER prior to its Substantial Completion. 3.2.6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the work. SECTION 4--0WNERS RESPONSffiILITIES Except as otherwise provided in Exhibit A, OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER and shall bear all costs incident thereto: Page 10 of 19 pages ?' 4.1. Designate in writing a person to act as OWN- ER's representative with respect to the services to be performed or furnished by ENGINEER under this Agreement. Such person will have complete authority to transmit instructions, receive information, interpret and define .oWNER's policies and decisions with respect to ENGINEER's services for the Project. 4.2. Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expendability, and any budgetary limitatioris; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications. 4.3. Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. 4.4. Furnish to ENGINEER, as requested by ENGINEER for performance of Basic Services or as required by the Contract Documents, the following: 4.4.1. data prepared by or services of others, including without limitation 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; 4.4.2. the services of an independent testing laboratory to perform all inspections, tests and approvals of samples, materials and equipment prior to and after installation, or to evaluate the performance of materials, equipment and facilities of OWNER., prior to specification, and during construction; 4.4.3. appropriate professional interpretations of all of the foregoing; 4.4.4. environmental assessments, audits, investigations and impact statements, and . other relevant environmental or cultural studies as to the Project, the site and adjacent areas; 4.4.5. field surveys for design purposes and property, boundary, easement, right-of-way, topographic and utility surveys or data, including relevant reference points; 4.4.6. property descriptions; 4.4.7. zoning, deed and other land use restrictions; and 4.4.8. other special data or consultations not covered in Section 2. OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness of all reports, data and other information furnished pursuant to this paragraph. ENGINEER may use such reports, data and information in performing or furnishing services under this Agreement. 4.5. Provide, as required by the Contract Documents, engineering surveys and staking to enable Contractor to proceed with the layout of the work, and other special field surveys. 4.6. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. 4.7. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals and other docwnents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate with respect to such examination) and render in writing decisions pertaining thereto. 4.8. Provide approvals and permits from all governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER and such approvals and consents from others as may be necessary for completion of such portions of the Project. 4.9. Provide, as may be required for the Project: 4.9.1. accounting, bond and fmancial advisory, independent cost estimating and insurance counseling sefV1ces; 4.9.2. such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project, including any that may be raised by Contractor; and Page 11 of 19 pages r. 4.9.3. such auditing services as OWNER may require to ascertain how or for what purpose Contractor has used the moneys paid on account of the Contract Price. 4.10. Provide such inspection or monitoring services by an individual or entity other than ENGINEER as OWNER may desire to verify: 4.10.1. that Contractor is complying with any law, rule, regulation, ordinance, code or order applicable. to Contractor=s performing and furnishing the work; or 4.10.2. 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. ENGINEER does not undertake in this Agreement to perform the services referred to in 4.10.1 and 4.10.2 above. The identity of any individual or entity employed to perform such services and the scope of such services will be disclosed to ENGINEER. 4.11. 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, Construction Management, Cost Estimating, Project Peer Review, Value Engineering and Constructability Review. If OWNER designates a person or entity other than, or in addition to, ENGINEER to represent OWNER at the site, OWNER shall define and set forth in an exhibit that is to be mutually agreed upon and attached to and made a part of this Agreement before such services begin, the duties, responsibilities and limitations of authority of such other party . and the relation thereof to the duties, responsibilities and authority of ENGINEER. 4.12. Prior to the commencement of the Construction Phase, notify ENGINEER of any variations in the language of the Notice of Acceptability of Work, or of any notice or certification other than such Notice that ENGINEER will be requested to provide to OWNER or third parties in connection with the fmancing or completion of the Project. OWNER and ENGINEER shall reach agreement on the terms of any such requested notice or certificatlon and OWNER shall authorize such Additional Services as are necessary to enable ENGINEER to provide the notice or certification requested under this paragraph. 4.13. If more than one prime contract is to be award- ed for 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 define and set forth the duties, responsibilities and limitations of authority of such persons or entity and the relation thereof to the duties, responsibilities and authority of ENGINEER in an exhibit that is to be mutually agreed upon and attached to and made a part of this Agreement before such services begin. 4.14. Furnish to ENGINEER data or estimated figures as to OWNER's anticipated costs for services to be provided by others for OWNER (such as services pursuant to paragraphs 4.4, 4.5 and 4.7 through 4.14, inclusive) and other costs of the types referred to in paragraph 2.1.5 so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's opinion of Total Project Costs. 4.15. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job related meetings and Substantial Completion and final payment inspections. 4.16. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of ENGINEER's services, or any defect or nonconformance in ENGINEER's services or in the work of any Contractor. 1.1 4.17. Furnish, or, direct ENGINEER to provide, Additional Services as stipulated in paragraph 3.1 of this Agreement or other services as required. SECTION 5-- TIMES SERVICES FOR RENDERING 5.1. 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 of the Construction Phase. Unless specific periods of time or specific dates for providing services are specified in this Agreement, ENGINEER's obligation to render services hereunder will extend for a period which may Page 12 of 19 pages r- -~ reasonably be required for the design, award of construction contracts, construction and initial operation of the Project including extra work and required extensions thereto. 5.2. If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such periods of time or dates are changed through no fault of ENGINEER, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. If OWNER has requested changes in the scope, extent or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. 5.3. If OWNER fails to give prompt written authorization to proceed with any phase of services after completion of the immediately preceding phase, or if the Construction Phase has not commenced within the stipulated period identified in this Agreement (plus such additional time as may be required to complete the services called for under paragraph E7.2.5 of Exhibit E is a part of this Agreement) after completion of the Final Design Phase or does not proceed in an orderly and continuous progression, ENGINEER may, after giving seven days written notice to OWNER, suspend services under this Agreement. 5.4. If ENGINEER's services for design or during construction of the Project are delayed or suspended in whole or in part by OWNER: 5.4.1. for more than three months through no fault of ENGINEER, ENGINEER shall be entitled to equitable adjustment of rates and amounts of compensation provided elsewhere in this Agreement to reflect among other things, reasonable costs incurred by ENGINEER in connection with such delay or suspension and reactivation and the fact. that the time for performance under this. Agreement has been revised; or 5.4.2. for more than one year through no faJllt of ENGINEER, or if ENGINEER for any. reason is required to render Construction Phase services more than one year after Substantial Completion. is achieved, the rates and amounts of compensation provided for elsewhere in this Agreement Will be subject to equitable adjustment to reflect, among other things, changes in the various elements that comprise such rates of compensation. 5.5. In the event that the work designed or specified by ENGINEER is to be performed or furnished under more than one prime contract, or if ENGINEER's services are to be separately sequenced with the work of one or more prime contractors (such as in the case of fast-tracking), OWNER and ENGINEER shall, prior to commencement of the Final Design Phase, develop a schedule for performance of ENGINEER's services during the Final Design, Bidding or Negotiating and Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in Exhibit A whether or not the work under such contracts is to proceed concurrently. SECTION 6--PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES 6.1. Methods of Payment for Services and Expenses of ENGINEER 6.1.1. For Basic Services. OWNER shall pay ENGINEER for Basic Services performed or furnished under Section 2 on the basis set forth in Exhibit B. 6.1.2. For Additional Services. OWNER shall pay ENGINEER for Additional Services performed or furnished under Section 3 on the basis set forth in Exhibit B. 6.1.3. For Reimbursable Expenses. In addition to payments provided for in paragraphs 6.1.1 and 6.1.2, OWNER shall pay ENGINEER for Reimbursable Expenses incurred by ENGINEER and ENGINEER's Consultants as set forth in Exhibit B. The amount payable for Reimbursable Expenses will include a factor to the extent so indicated in Exhibit B. 6.2. Other Provisions Concerning Payments. 6.2.I.Preparation of Invoices. Invoices for Basic and Additional Services and Reimbursable Expenses will be prepared in accordance with ENGINEER's standard invoicing practices and will be submitted to OWNER by ENGINEER at least monthly. The amount billed for Basic Services and Additional Services in each invoice will be calculated on the Page 13 of 19 pages \" ~; \' basis set forth in Exhibit B. Invoices are due and payable on receipt. 6.2.2 Unpaid Invoices. If OWNER fails to make any payment due ENGINEER for services and expenses within thirty 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; and, in addition, 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 charges. Payment will be credited ftrst to interest and then to principal. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. 6.2.3. Payments Upon Termination. 6.2.3.1. Termination by OWNERfor Cause. In the event of termination by OWNER for cause under paragraph 8.1.1: 6.2.3.1.1. Upon the completion of any phase of Basic Services, progress payments due ENGINEER in accordance with this Agreement for all such services performed or furnished by ENGINEER and ENGINEER's Consultants through the completion of such phase will constitute total payment for such services. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses. 6.2.3.1.2. During any phase of the Basic Services, ENGINEER also will be paid C for such services performed or furnished in accordance with this Agreement by . ENGINEER during that phase through the date of termination on the basis specifted in Exhibit B. ENGINEER also will be paid for the charges of ENGINEER's Consultants employed to perform or furnish Basic Services to the extent such services have been performed or furnished in accordance with this Agreement through the effective date of the termination. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses. . 6.2.3.2. Termination by OWNER for Convenience. In the event of termination by OWNER under paragraph 8.1.2.: 6.2.3.2.1. Upon the completion of any phase of Basic Services, progress payments due ENGINEER in accordance with this Agreement for all such services performed or furnished by ENGINEER and ENGINEER's Consultants through the completion of such phase will constitute total payment for such services. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses, and for termination expenses under subparagraph 6.2.3.2.3 below. 6.2.3.2.2. During any phase of Basic Services, ENGINEER also will be paid for such services performed or furnished by ENGINEER during that phase through the date of termination on the basis specified in Exhibit B. In addition, ENGINEER will be paid for the charges of ENGINEER's Consultants employed to perform or furni~h Basic Services through the effective date of the termination. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses, and for termination expenses under subparagraph 6.2.3.2.3 below. 6.2.3.2.3. In the event of termination by OWNER for convenience during or at completion of any phase of Basic Services, OWNER shall pay ENGINEER's reasonable expenses directly attributable to termination in accordance with rates applicable to the various categories of Additional Services measured from the date of termination, including other fair and reaSonable sums for overhead and proftt, and costs of terminating contracts with ENGINEER's Consultants. 6.2.3.3. Termination By ENGINEER for Cause. In the event of termination by ENGINEER for cause under paragraph 8.1.1, ENGINEER shall be entitled to receive compensation calculated as set forth in paragraph.6.2.3.2. 6.2.4. Records of ENGINEER's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement will be kept in accordance with generally accepted accounting practices. Copies will be made available to Page 14 of 19 pages :? \' OWNER at cost on request prior to final payment for ENGINEER's services. SECTION 7--0PINIONS OF COST 7.1 Opinions of Probable Construction Cost. 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 engineer generally familiar with the construction industry. However, since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, ENGINEER cannot and does not guarantee that proposals, bids or actual Construction Cost will not vary from opinions of. probable Construction Cost prepared by ENGINEER. If OWNER wishes greater assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator as provided in paragraph 4.9.1. 7.2. Designing to Construction Cost Limit 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 E, "Construction Cost Limit," to this Agreement. 7.3. Opinions of Total Project Costs. ENGINEER assumes no responsibility for the. accuracy of opinions of Total Project Costs provided for in Section 2. . SECTION 8--GENERAL CONSIDERATIONS 8.1. Termination The obligation to provide further services under this Agreement may be terminated: 8.1.1. For cause, 8.1.1.1. by either party upon thirty 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. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within seven days of receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more than thirty days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such thirty-day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure same, then the cure period provided from herein shall extend up to, but in no case more than, sixty days after the date of receipt qf the notice. 8.1.1.2. by ENGINEER: 8.1.1.2.1 upon seven days written notice if ENGINEER believes that ENGINEER is being requested by OWNER to furnish or perform services contrary to ENGINEER's responsibilities as a licensed design professional; or 8.1.1.2.2 upon seven days written notice if the ENGINEER's services for design or during the construction of the Project are delayed or suspended for more than ninety days for reasons beyond ENGINEER's control. 8.1.1.2.3. In the case of termination under this paragraph 8.1.1.2, ENGINEER shall have no liability to OWNER on account of such termination. 8.1.2. For convenience, by OWNER effective upon the receipt of notice by ENGINEER. 8.2. Reuse of Documents. AU documents including Drawings and Specifications provided or furnished by ENGINEER (or ENGINEER's Consultants) pursuant to this Agreement are instruments of service in respect of the Project, and ENGINEER and ENGINEER's Consultants, as appropriate, shall retain an ownership and property interest therein (including the right of reuse by and at the discretion of ENGINEER and ENGINEER's Consultants, as appropriate) whether or Page 15 of 19 pages '.J' ') I not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any such reuse without written verification or adaptation by ENGINEER and ENGINEER's Consultants, 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, and OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's Consultants from all claims, damages, losses and expenses including attomeys'fees arising out of or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 8.3. Insurance. 8.3.l.ENGINEER shall procure and maintain insurance as set forth in Exhibit F, Insurance,for protection from claims under workers compensation acts, claims for damages because of bodily injllI'y' including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. ENGINEER shall list OWNER as aR additiaaal insl:Ifea OR ENGINEER's geaer:al liability iBsUfanee ~ 8.3.2. OWNER shall list ENGINEER BRa ENGINEER's CORsHltants as additiaRal mSl:Ifeds OR ftBy getler:al liability aT fJr-eperty insUfanee" fJolieies earried by OWNER wmeh are applieable to the Projeet. OWNER shall. reqair.e CORtraetor to pl:lfeRase aRd maiBtaiB geBer:al liability ftBa other mSUf8R:ee as speeified in the CaRtraet DOe1:lffieRts and te list ENGINEER 8R:e ENGINEER's CORfrnltants as additioRal msureas with respeet to sueh liability, property 8R:d ether: m.SHr8R:ee pUfOOased 8R:d maimaiBed By CaRtraeter. i\ll polieies of property mSUf8R:ee shall eemaiB provisioBS ta the etIeet that ENGINEER's ftBd ENGINEER's CeRsWtaRt's iHterests are ea'/ered aRa that iB the event of paymeRt ef aRY less or dlHBage the mSHrers ..vill have RO rights ef reee','8I)' agamst aRY ef the mSHred or additioRal iBStifeas theremtder:. 8.3.3. At any time OWNER may request that ENGINEER, at OWNER's' sole expense, provide additional insurance coverage, different limits or revised deductibles in excess of those specified in Exhibit F. If so requested by OWNER, 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, at OWNER's sole expense, and Exhibit F will be supplemented to incorporate these requirements. 8.4. Controlling Law. This Agreement is to be governed by the law of the principal place of business of ENGINEER. 8.5. Successors and Assigns. 8.5.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 8.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party of this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 8.5.2. Neither OWNER nor ENGINEER may assign, sublet or transfer any rights un,der or interest (including, but without limitation, moneys that may become due or moneys that are due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the "assignor from any duty or responsibility under this Agreement. 8.5.3. Unless expressly provided otherwise in this Agreement: 8.5.3.1. Nothing in this Agreement shall be construed to create, impose or give rise to any duty owed by ENGINEER to any Contractor, Subcontractor, Supplier, other person or entity, or to any surety for or employee of any of Page 16 of 19 pages ~. (. .' them, or give any rights in or benefits under this Agreement to anyone other than OWNER and ENGINEER. 8.5.3.1. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. The OWNER agrees that the substance of the provisions of this paragraph shall appear in the Contract Documents. 8.6. Dispute Resolution. If Md te the eKteRt that OWNER' Me ENGINEER kaYe agr-eed OR a methed Md prooedure for resehriBg disputes eetvleeR them arising out of or relatffig to this ,A.greemem:, .saeh di5f)ute resolatioRmethed Md proeedlHe, if MY, is set f-em iB I*lHbit G, ,A. Di5f)Hte Resell:ltioR. @ OWNER Me .ENGINEER agree to Regotiate in good faith for a period of thirty days from the date of Rotiee of all disputes eetweeR them prier to eKercismg their rights ooder EKhibit G or other previsioBs of this i\greemem:, er l:I:Reer the law. 8.7. Allocation of Risks-Indemnification. 8.7.1. To the fullest extent pennitted by law, ENGINEER shall indemnify and hold harmless OWNER, OWNER's officers, directors, partners, employees and agents from and agaiIist any and all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and. other professionals and all court or arbitration or other dispute resolutions costs) -caused solely by the negligent acts or omissions of ENGINEER or ENGINEER's officers, directors, partners, employees, agents and ENGINEER's Consultants in the performance and furnishing of ENGINEER's services under this Agreement. +he indemBifieatioB provisioB of the preeediBg seateBee is sabjeet to Md limited by the previsieRs agreed to by OWNER and ENGINEER iB EKhibit H, "AlloeatieR of Risks, if aRy. 8.7.2. Te the fullest eKteat permitted by law, OWNER skall iBdemnify aHd held harmless ENGINEER, ENGINEER'S offieers, direetors, p8:rtRefs, employees Md ageats Md ENGINEER's CoasultaBts frem Md agest My Md all elaim.s, eosts, losses Md damages (iBeladiBg bat Hot limitee te all fees Md eharges of eagineers, ar-ehiteots, attomeys Me other pr-efessioBals Me all court or arbitratioR or other di5f)ate resolutioR costs) eaused solely by the aegligeat aets or emissieas of OWNER or O'.VNER's effieers, direetors, partners, employees, ageBts Me OWNER's OOHsWtaBts with Fe5f)eet to this .Agreemeat or the Prejeet. 8.7.3. In additiOR to the indemnity previded lHlder paragraph 8.7.2 of this Ageemem:, and te the fullest eKteBt permitted by law, OWNER shall iBeem.rify Md hoM karmless ENGINEER Md its officers, direetors, partRers, employees, 8:Rd ageats Md ENGINEER's CoasultMts. from Me agest all claims, eosts, losses, and damages (iBoludiBg but Hot limited to all fees Md ooarges of eagmeers, arehiteets, attomeys Me other professionals Me all eoHrt or arbitratioH or other di5f)ate resoll:ltioR costs) eRusee by, arisiBg out of or relatiBg te the preseaee, cHsooarge, r'8lease, or eseape ef !.sbestos, PCBs, Petrolewn, Hazafdeus Waste, or Radieaetive Material at, OR, lHlder or fr{)m the Pi'ojeet site. 8.8 Notices. Any notice required under this Agreement will be in writing, addfessed to the appropriate party at the address which appears on the signature page to this Agreement (as modified in writing from time to time by such party) and given personally, by registered or certified mail, return receipt requested, by facsimile, or by a nationally recognized overnight courier service. All notices shall be effective upon the date of receipt. 8.9. Survival. All express representations, indemnifications or limitations of liability made in or given in this Agreement will survive the completion of all services of ENGINEER under this Agreement or the termination of this Agreement for any reason. 8.10. Severability. Any provision or part of the agreement held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and 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. Page 17 of 19 pages '/ ~ SECTION 9--EXHIBITS PROVISIONS AND SPECIAL 9.1. This Agreement is subject to the provisions of the following Exhibits which are attached to and made a part of the Agreement: 9.1.1. Exhibit A, "Further Description of Basic Engineering Services and Related Matters," consisting of _ L pages. 9.1.2. Exhibit B, "Payments to Engineer for Services and Reimbursable Expenses," consisting of 3 Pages. 9.1.3. Exhibit C, "Duties, Rsponsibilities aad LimitaticlRS of Authority of Resideet Project: Representative," consisting of _ pages. 9. H. Exffibit D," Notioo of .'\t:.eeptability ofWerk," eOAsistiHg of _ pages. 9.1.5. EKhibit E, "C0nstruetion Cost Limit," consisting of _ pages. 9.1.6. Exhibit F, "Insurance," consisting of J... Pages. 9. 1.7. Exhibit G, "Dispme Reso/ution," consisting of _ pages. 9.1.8. &hibit H, ";\l/oeatioA of Risks," consisting of _ pages. 9. 1.9. Exhibit I, "Special Provisions," consistiHg €If ~ pages,. 9.2. This Agreement (consisting of pages I to J.L.., inclusive and the Exhibits identified above) constitutes the entire agreement between OWNER and ENGINEER and supersedes ~ prior written or oral understandings. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument. 9.3 All Claims, disputes and other matters in question between the Owner and the Engineer arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The Engineer, by. - executing this Agreement, specially consents to venue in Richmond County and waives any right to. contest the venue in the Superior Court of Richmond County, Georgia. >l.',;I \ " IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written. OWNER: Augusta-Richmond County Public Works and Engineering Department ENGINEER: Godefroy & Associates BV__~~ 701 Municipal Building 00t/0 q Title: ~ Address for giving notices: Address for giving notices: 344 Telfair Street 530 Greene Street Augusta. Georgia 30901 Page 190f 19 pages jt, 0 ~ This is EXHIBIT A, consisting of 3 page(s), referred to in the agreement between OWNER and ENGINEER for Professional Services, dated December 7, 1999 Further Description of Basic Engineering Services and Related Matters Initial: OWNER ENGINEER~ Various Intersection Improvements: Scope: We would propose the following sequence of work and associated costs: There are seven intersections to be addressed for your consideration and one project that is to be added to the contract drawings along with a detailed' estimate. They are listed as follows: (1) Davis/Camilla/Toucan Roads; (2) Colonial Village Apartments Entrance/Walton Way Extension; (3) Springhouse Apartments Entrance/Walton Way Extension; (4) Georgia Bank and Trust/Wheeler Road (Estimate only); (5) Augusta West Parkway /Wheeler Road; and (6) Lincolnton Parkway/Windsor Spring Road. Based upon our previous meeting and our understanding of the project, we would respectfully submit the following proposal: 1. Davis/Camilla/Toucan Roads: Obtain an as-built and topographic survey to cover a sufficient area to design and produce engineering plans for the addition of a turn lane in each direction on Davis Road. Elevations will be based upon mean sea level. For this we would propose to utilize Bennie C. Harbin, RLS. Engineering plans will include the necessary road improvements to facilitate a widening, overlay and stripping of this intersection along with a detailed quantity estimate to be included in the contract bid plans. Fees for this project are proposed as follows: Surveying: Lump Sum - $750.00 Engineering: Lump Sum - $2,500.00 2. Colonial Vi1laa:e Apartments Entrance/Walton Way Extension: Obtain an as- built and topographic survey to cover a sufficient area to design and produce engineering plans for the addition of a tum northbound on Walton Way Extension. Elevations will be based upon mean sea level. For this we would propose to utilize Bennie C. Harbin, RLS. Engineering plans will include the necessary road improvements to facilitate a widening, overlay and stripping of this intersection along with a detailed quantity estimate to be included in the contract bid plans. Fees for this project are proposed as follows: Surveying: Engineering: Lump Sum -. $750.00 Lump Sum -.$2,500.00 Page I of -L pages (Exhibit A--Basic Services and Related Matters) j' C) 1, 3. Sprine:house Apartments Entrance/Walton Way Extension: Obtail;1 an as-built and topographic survey to cover a sufficient area to design and produce engineering plans for the addition of a turn northbound on Walton Way ExtensiQn. Elevations will be based upon mean sea level. For this we would propose to utilize Bennie C. Harbin, RLS. Engineering plans will include the necessary road improvements to facilitate a widening, overlay and stripping of this intersection along with a detailed quantity estimate to be included in the contract bid plans. Fees for this project are proposed as follows: Surveying: Lump Sum - $750.00 Engineering: Lump Sum - $2,500.00 4. Geore:la Bank and Trust/Wheeler Road 'Estimate only): Integrate plans produced by James G. Swift and Associates into the overall plans for various intersection improvements and include a detailed quantity estimate with the plans. Fees for this project are proposed as follows: Engineering: Lump Sum - $500.00 5. Aue:usta West Parkway/Wheeler Road: Obtain an as-built and topographic survey to cover a sufficient area to design and produce engineering plans for the addition of a right turn lane on Augusta West Parkway at its intersection with Wheeler Road. . Elevations will be based upon mean sea level. For this we would propose to utilize Bennie C. Harbin, RLS. Engineering plans will include the necessary road improvements to facilitate a wide,ning, overlay and stripping of this intersection along with a detailed quantity estimate to be included in the contract bid plans. Fees for this project are proposed as follows: Surveying: Lump Sum - $650.00 Engineering: Lump Sum - $2,000.00 6.Lincolnton Parkway/Windsor Sprlne: Road: Obtain an as-built and topographic survey to cover a sufficient area to design and produce engineerillg plans for the addition of a turn eastbound Windsor Spring Road at Lincolnton Parkway. Elevations will be based upon mean sea level. For this we would propose to utilize Bennie C. Harbin, RLS. Engineering plans will include the necessary road improvements to facilitate a Widening, overlay and stripping of this intersection along 'with a detailed quantity estimate to be included in the contract bid plans. Fees for this project are proposed as. follows: Surveying: Lump Sum - $750.00' ~qoo ~ Engineering: Lump Sum - $2,aOO.Oo- lP3,fX)v Page 2 of -.L pages (Exhibit A--Basic Services and Related Matters) "'I' ("". .~ A summary of the proposed costs follows: PROJECT SURVEYING ENGINEERING TOTAL #1 $ 750 $ 2,500 $ 3,250 #2 $ 750 $ 2,500 $ 3,250 #3 $ 750 $ 2,500 $ 3,250 #4 NjA $ 500 $ 500 #5 $ 650 $ 2,500 $ 3,150 #6 $ 900 $ 3,000 $ 3,900 SUMMARY $ 17,300 Page 3 of ...L pages (Exhibit A--Basic Services and Related Matters) y 1j. t This is EXHIBIT B, consisting of.1- pages, referred to in the Agreement between OWNER and ENGINEER for Professional Services, dated December 7 , 1999 Initial: OWNER ENGINEE~ Payments to ENGINEER for Services and Reimbursable Expenses SectiQn 6Qfthe Agreement is amended and supplemented tQ include the fQllQwing agreement €If the parties: Lump Sum Method of Payment (With additional payments on a Salary CQsts basis for Resident PrQject Representative and Operational Phase Services and additiQnal payments for Reimbursable Expenses) B6.1 Methods of Payment for Services . and Expenses of ENGINEER. B6.1.1 For Basic Services. OWNER shall pay ENGINEER fQr Basic Services as fQllQws: B6.1.1.1 General. A 1wnp swn fee €If $10,100 for all services €If ENGINEER (except for services €If ENGINEER's Resident PrQject Representative perfQrmed or furnished under paragraph 2.5.2.1, Operational Phase services performed Qr furnished under paragraph 2.6, and services tQ furnish easement plats.) including services €If ENGINEER's CQnsultants. See paragraph B6.3 fQr breakdQwn. Bt;.1.l.2 . Refiident P-r<Jjeot Repf'esel'll6tive SeM'ieefi. Fer ser\'iees €If E}JGINEER's Resident PmjeGt Representative perfe1'me6 Qr funHshea under p8fagF8f)a 2.5.2.1, 8:R amolHlt et:J.aal te ENGINEER's - Salary Costs time a feetQr ef f-or serviees perf armed Qr fl:lfB:ished 13)' prifleipals lHld emplQyees eBgaged dH'eetly iH resideat Prejeet RepreseatatiQH. B6.1.1.3 Oper61tion Phase Serviees. Fer OperatiQn Paase Serviees performea er furBished unaer p8f&gfapa 2.(), lHl em:etIBt equal tQ the ENGINEER;s Sal8f)' Costs times a faetQr €If _ fer serviees per formea er furnished hy. priftGipals and emplQyees eagaged Elireetly eft the Projeet. B6.L2.1 General. Far serviGes af E}JGINEER's priHeipals lHld emplQyees eBgaged direetly Oft the Projeet performed er furnished purSl:llHlt to p8fagaph 3.1 or 3.2 (eKeeptserviees as a ooftSl:lltaHt €IT ':AtRess UDaer p8fagrapa 3.1.1.17), lHl lHReHftt et:J.llal te ENGINEER's Salary CQsts times a footor €If _' B€d.2.2 ENGINEER's CemulUmts. For seT\1eeS of ENGINEER's CORStHtaHtS performed or fHmished pl:JfSt:llHlt to p8fagrapa 3.1 or 3.2, the 8:Hlmmt hillea to ENGINEER ther-efor times a f&Gter _ Be.L2.3 C&st Plw; 0,. IneenHve Sm'il'lgs COl1s1n:eHon Con/Facts. If~' eoHtraet for werk desigaed or speeified by ENGINEER fer the Projeet eQfttams east pll:ls er ineenti'le stwiHgs previsioRs for CQRtfa6ter's hasie eompensatieB, lHl atl~aftal mmp SI:lIB fee of $ for eaell stlell eeatFaet for BasiC) Serviees l:Iftder B().l.l.l 8Bd eft the h85is indieated in B6.l.l.2 lHld Be.Ll.3 eKeeflt that the faeters in B(j.LL2 lHld B6.l.L3 shall he: B6.l.l.2 B(). 1. 1.3 Be.L2.4 Sev81'al Pr.jmeConlFaets. If more thlHl eRe s6f)8fate prime ooBtraet is a.....8fded :fer '.verk aesigaed or speeifiea 13)' E~JGINEER fer the projeGt, lHl -, edditiaRal I:umfJ sum fee Elf $ far eaea SMell additieftal prime eomraet far Basie Serviees B().l.2 For Additional Senieefi O\VNER shall pay l:Iftder B6.LLl ana OR the basis iIldieated ill B6.l.1.2 ENGINEER for .^.dditioftal Serviees as follews: lHld Be.Ll.3 eKe6f)ttBat Page 1 of -L pages (Exhibit B--Lwnp Swn Method) ,t' '.- ~) the footers iR Be.1.1.2 aHa Be. 1. 1.3 shall be: Be. 1. 1.2 B€i. 1. 1.3 B6.1.2.5 Serving 8S 8 Wil+less. For Serviees performed by ENGINEER's priBeipals aHd employees as eeRsWtaHts er \vitResses Hi aBY litigatioR, arbitrlHieB er ether legal or administrative proeeedmg lHlaer pafagFaph 2.1.17, at the rate ofL per day or any pertieR ther~of (b1:lt eompeHSatiaR fer time speBt Hi prepariBg to appear Hi MY Stteh litigatioB, arbitFatioR or proeeedffig will be eR 1:8.e hasis pro>lided iB paragraph B€i.l.2.2. B€i.l.3 Fer Rf!imhursnhle Expenses. O\VNER shall pay ENGINEER for Reimbarsable EKpeHses Stteh as: The amou.nt payaale to ENGINEER fur Reimbl:ffsaeIe ExpeBses ",/ill be the eharge aetaally iBeurred or the im~d eest allaeated by ENGINEER tfteref0f times a footor of B€i.1.4. Salery Ces/s. Salary Costs means salaried and wages (basie, premmm and iBeeRtP.'e) paid ro personBel pIllS 1:8.e eost of ellstomary and statutory beBet:its iBehuJiBg, bNt Bot limited te, seoial sooHrity eORtributioBs, lHlemploymeBt, exeise and.. payroll mxes, W0fk-et"'s eempeROOtieR, health and retK0ID0Bt beBefits, bOffilses, siek lea-ve, '1aeatioR and holiday pay appli(lable thereto. The prineipws ef E}~GINEER and the' impated ewnmt heady Salary Costs of suell prineipals are as fallows: PrmeiDal (8arne and title) Impated Hoarly Salary Costs ,A.S StibstaBtiated by payi'oll reeerds $ $ $ $ B€i.1.5 Adjwstmel'l/ a/Saler,. Cw/s. The Salary Casts 8Hd 1:8.e footer applied te Salar)" Costs iB determiniBg ea~e8sat:ie8 payable te ENGINEER villI be adjllsted atmually aHd equitably te ref1eet ehaeges Hi the '/arie1:l5 elemeRts that eOHlflrise sueh Salary Costs and faetor. ,'\ll sHeh adjustmeBts '.'fill be iB aeeordanee ':nth geBerally ooeepted aaaeaBtiBg praetiees as applied OR a e08sisteRt basis by ENGINEER aHd eORsisteHt v:ith ENGINEER's eyef8:l1 eempeRsatioR praetiees aHd proeedares. Rei.2 Other Pl'Misi8BS C8R~emiBg Paymmts. B€i.2.1 PreptillW/if>>1 if }/'ll'8:ces. The peft:ioo of the amount billed fer ENGINEER's serviees 'llhieh is eB l:\eeOOflt af the. Lamp ffi:HB will be based llpOO ENGINEER's estimate of the proportioR of the total sen~ces actHally oom~letoo at the time of billing. The portieR related to serviees rMdered eR a Salary Costs basis will be billed based eft the 8alaf)' Casts (multiplied by a meter, if aHY, as stated above) motHToo at the time efeiUing. B6.2.3 PB)'ments Upon TerminBtic)1'J. Be.2.3.4 In the e.<8Rt af termiBatio8 d~.Hg 8:BY pRase of the Basia 8erviees, ENGINEER wiU be paid for servi00'3 perfefmed 0f furnished in aoo0faaHee with this J\.greemem dur.ag that phase 138 the basis of ENGINEER's Salary Casts times a faeter af _ fOf' serviees performed er furnished' dariBg that phase to date ef termiB:atioo by ENGINEER's priReipals aft<! employees eagaged directly OR the Projeet. (The remainder of this page was left blank intentionally.) Page 2 of -L pages (Exhibit B--Lump Sum Method) ., l' ~ 1) This is EXHmIT F, consisting of -L pages, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated October 1, 1999. Initial: OWNER Insurance ENGINEER Paragraph 8.3 of the Agreement is amended and supplemented to include the following agreement of the parties. F8.3 Insurance A. The limits of liability for the insurance required by paragraph 8.3.1 of the Agreement are as follows: 1. By ENGINEER: a. Workers' Compensation: Statutory b. Employer's Liability-- 1) Each Accident: 2) Disease, Policy Limit: 3) Disease, Each Employee: c. General Liability-- I) Each occurrence (Bodily Injury and property Damage): 2) General Aggregate d. Excess or Umbrella Liability-- 1) Each Occurrence: 2) General Aggregate: e. Automobile Liability-- I) Combined Single Limit (Bodily Injury and Property Damage): Each Accident f. Other (specify): Professional Liabilitv 2. By OWNER: Self-Insured. Page 1 of 1 pages (Exhibit F--Insurance)