HomeMy WebLinkAboutStandard FORM OF agreement Between Owner and Engineer
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Augusta Richmond GA
DOCUMENT NAME: Sf-ayldavd fOYrY> 0 f A3veerneh1-
13e+l^te.en D1Alne~ .o.rd En:) "n~e r
DOCUMENT TYPE: Agye.ervehf--
YEAR: I CJ CJ ~~
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BOX NUMBER: ~
FILE NUMBER: I 3 '1 f.JJ1J.
NUMBER OF PAGES: 34
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STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
TH[S IS AN AGREEMENT effective as of April
, 1998
(''Effective Date") between
Augusta, Georgia
("OWNER") and
Johnson, Laschober & Associates, P.C.
("ENGINEER")
OWNER imends to Rehabilitate and construct a new recreation facility at May Park and Flemming
Tennis Center.
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows:
Form of Agreement
Between Owner and Engineer for Professional Services
Page 1 of 12 pages
ARTICLE 1 SERVICES OF ENGINEER
1.01 Scope
A. ENGINEER shall provide the Basic and Additional
Services set forth herein and in Exhibit A.
B. Upon this Agreement becoming effective,
ENGINEER is authorized to begin Basic Services as set
forth in Exh.bit A.
ARTICLE 2 - OWNER'S RESPONSIBll..ITIES
2.01 Gem:ral
A. OWNER shall have the responsibilities set forth
herein and in Exhibit B.
ARTICLE :I - TIMES FOR RENDERING SERVICES
3.01 Gem:ral
A. ENGINEER's services and compensation under this
Agreement have been agreed to in anticipation of the
orderly and continuous progress of the Project through
completion. Unless specific periods of time or specific
dates for providing services are specified in this
Agreement, ENGINEER's obligation to render services
hereunder will be for a period which may reasonably be
required for the completion of said services.
B. If in this Agreement specific periods of time for
rendering services are set forth or specific dates by which
services art: to be completed are provided, and if such
periods of time or dates are changed through no fault of
EN GfNEEK, the rates and amounts of compensation
provided fi)r herein shall be subject to equitable
adjustment. If OWNER has requested changes in the
scope, exteat, or character of the Project, the time of
performancl: of ENGINEER's services shall be adjusted
equitably.
C. For purposes of this Agreement the term "day"
means a calendar day of 24 hours.
3.02 Suspension
A. If lhe OWNER fails to give prompt written
authorization to proceed with any phase of services after
completion of the immediately preceding phase, or if
ENGINEER's services are delayed through no fault of
ENGINEER, ENGINEER may, after giving seven days
written noti~e to OWNER, suspend services under this
Agreement.
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B. If ENGINEER's services are delayed or suspended
in whole or in part by OWNER, or if ENGINEER's
services are extended by Contractor's actions or inactions
for more than 90 days through no fault of ENGINEER,
ENGINEER shall be entitled to equitable adjustment of
rates and amounts of compensation provided for elsewhere
in this Agreement to reflect, reasonable costs incurred by
ENGINEER in connection with, among other things, such
delay or suspension and reactivation and the fact that the
time for performance under this Agreement has been
revised.
ARTICLE 4 - PAYMENTS TO ENGfNEER
4.01 Methods of Paymcnt for Scn'iccs and
Reimbursable Expenses of ENGINEER
A. For Basic Services. OWNER shall pay
ENGINEER for Basic Services performed or furnished
under Exhibit A, Part I, as set forth in Exhibit C.
B. For Additional Services. OWNER shall pay
ENGINEER for Additional Services performed or
furnished W1der Exhibit A, Part 2, as set forth in Exhibit C.
C. For Reimbursable J?:'(penses. [n addition to
payments provided for in paragraphs 4.0 I.A and 4.0 I.B,
OWNER shall pay ENGINEER for Reimbursable
Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C.
4.02 Other Provisions Conccrning Paymcnts
A. Preparation of invoices. Invoices will be prepared
in accordance with ENG[NEER's standard invoicing
practices and will be submitted to OWNER by
ENGINEER, unless othenvise agreed. The amount billed
in each invoice will be calculated as set forth in Exhibit C.
B. Payment of invoices. Invoices are due and payable
within 30 days of receipt. If O')'1>JER Iail~ '9 make aRj'
payrt'lPnt nl1P PNnrNl~'PR fnr ~pnrl(,p,= !lnn pyppn<;:p<;: \wlthlT1
W r1'1YC> ?iter rA~A;pt Qf Ill>TG1J>lJi~~'~ iR~79i~i thafsf6fc,
the Il~Q'wt~ d'le liI>TQ1~IEIii~ "'ill \,;>e i>lC]:'i'Il~ed lit tbe r~le
(f[ 1 QO~ Fer ~QRtR (9r Ib..: mayil+l'IR1 rat~ gf int~r~~t
permiHpr1 h~, 1 <:Ju'J ~f l{:oc~) frArr\ c~irl fh;r1~pth n!l)' In
ad4.tign, Btl>TGll>JE!El< m~~', ~tt~r gi"ing C'pupn r1~~'Q umttpn
R8~@0 to O\),~lER, SI=inl~BR8 BBI"':is88 lxlHB~r tRis ~^Lgreem8Rt
llfII11 aIC~JEER fillS 8881'1 JJaiEl in feIll all am@~lRt~ >!l.I~ j'gr
~er'i('~i', '?YF~R~~t'J ~n~g gtR~r rcl~t~g ~R:arg'''''r Paj'll-lentE
.,.,iU 8' srs8it88 t:irst tEl iRtsFsft an>! Ll;j~R 19 priRcipll.!.
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C. Disputed invoices. In the event of a disputed or
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be
Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 12 pages
f'
paid.
D. Payments Upon Temlination.
I. In the event of any termination under paragraph
6.06, ENGINEER will be entitled to invoice OWNER
and will be paid in accordance with Exhibit C for all
services performed or furnished and all Reimbursable
Expense~. incurred through the effective date of
terminati,)n.
2. In. the event of termination, the termination
expenses are in addition to the compensation for Basic
and Additional services, and include expenses which are
directly attributable to termination. _T8I'R'lffiati~n
p""ppnc;:pc;;: c;:h~l1 hp IY\TnPl1tPrl !'Ie !l ppr{"'~ntggp {)f tntgl
CQAlpeA.if tiQl1 -my- D~~i(" m:lQ ^ dditiQRal ~~n'i~~€ i:am~d
&g the t.im~ Qfte~:iltig):l, if fuIJ.gmf'
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.l T,:~ty per~~ gfth~ t9t~1 (,,9t;RFA"i'ot10n fAr
~GBiS QHQ .^.BBiti9Ral ~er'i{,)ef eam..-c;I to c;lllte if
~rrnlngtii"\n r\,.-.,....nrc:o 1-U"fl"\TP nr rlll'nng thp Prp1i.rn_
~~r D~~i8R Pllr2u~~; Qf
.2 T~R Fer~eRt Q[~he tot 1".1 1 rv\rnppncgt;r\n fAr
~asis QRB .'\.BBitieFlal ~8r 'ilililS iallHIB te Bate if
...nniHati9R 9QQUrS ~hlriAg:MlJ' ~Ubi:~~ll~Rt
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E. Records of ENGINEER's Costs. Records of
ENGINEER's costs pertinent to ENGINEER's
compensation under this Agreement shall be kept in
accordance with generally accepted accounting practices.
To the extent necessary to verify ENGINEER's charges
and upon O\iVNER's timely request, copies of such records
will be made available to OWNER at cost.
F. LegiJlative Actions. In the event of legislative
actions after the Effective Date of the Agreement by any
level of government that impose taxes, fees, or costs on
ENGINEER's services or other costs in connection with
this Project or compensation therefore, such new ta,<es,
fees, or costs shall be invoiced to and paid by OWNER as
a Reimburs2.ble Expense to which a Factor of 1.0 shall be
applied. Should such taxes, fees, or costs be imposed, they
shall be in addition to ENGINEER's estimated total
compensation.
ARTICLE 5 - OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
A. ENGINEER's opinions of probable Construction
Cost provided for herein are to be made on the basis of
ENGINEER's experience and qualifications and represent
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ENGINEER's best judgment as an experienced and
qualified professional generally familiar with the 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 wishcs greater assurance as to
probable Construction Cost, OWNER shall employ an
independent cost estimator as provided in Exhibit B.
5.02 Designing to Construction Cost Limit
A. If a Construction Cost limit is established betwecn
OWNER and ENGINEER, such Construction Cost limit
and a statement of ENGINEER's rights and responsibilities
with respect thereto will be specifically set forth in Exhibit
F, "Construction Cost Limit," to this Agreement.
5.03 Opinions of Total Project Costs
A. ENGINEER assumes no responsibility for the
accuracy of opinions of Total Project Costs except as re-
lated to the Construction Cost in 5.01.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. The standard of care for all professional engineering
and related services pcrfornled or furnished by
ENGINEER under this Agreement will be the care and
skill ordinarily used by mcmbers of ENGINEER's
profession practicing under similar circumstances 3'Mfle
S81R8 ~i QHB iFl!,Re SQHU lelillillitj'. ENGINEER makes no
warranties, express or implicd, under this Agreement or
otherwise, in connection with ENGINEER's services.
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B. ENGINEER shall be responsible for the technical
accuracy of its services and documcnts resulting there
from, and OWNER shall not be responsible for
discovering deficiencies therein. ENGINEER shall correct
such deficiencies without additional compensation except
to the extent such action is directly attributable to
deficiencies in OWNER-furnished information.
C. ENGINEER shall perform or furnish professional
engineering and related services in all phases of thc Project
to which this Agreement applies. ENGINEER shall serve
as OWNER's primc professional for the Project
ENGINEER may employ such ENGINEER's Consultants
as ENGINEER deems neccssary to assist in the
performance or furnishing of the services. ENGINEER
shall not be required to employ any ENGINEER's
Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 12 pages
Consultant unacceptable to ENGINEER.
D. ENGINEER and OWNER shall comply with
applicable Laws or Regulations and OWNER-mandated
standards. Tlus Agreement is based on these requirements
as of its Ejfective Date. Changes to these requirements
after the Effective Date of this Agreement may be the basis
for modifications to OWNER's responsibilities or to
ENGINEER's scope of services, times of performance, or
compensation.
E. OWNER shall be responsible for, and ENGINEER
may rely upon, the accuracy and completeness of all
requirements, programs, instructions, reports, data, and
other infomLation furnished by OWNER to ENGINEER
pursuant to this Agreement. ENGINEER may use such
requiremen~, reports, data, and information in performing
or furnishing services under this Agreement.
F. OWNER shall make decisions and carry out its
other responsibilities in a timely manner and shall bear all
costs incident thereto so as not to delay the services of
ENGINEER.
G. Prior to the commencement of the Construction
Phase, OW1\ER shall notify ENGINEER of any variations
from the language indicated in Exhibit E, "Notice of
Acceptability of Work," or of any other notice or
certification 'bat ENGINEER will be requested to provide
to OWNER or third parties in connection with the Project.
OWNER and ENGINEER shall reach agreement on the
terms of an:r such requested notice or certification, and
OWNER shall authorize such Additional Services as are
necessary to enable ENGINEER to provide the notices or
certification:; requested.
H. ENGINEER shall not be required to sign any
documents, no matter by whom requested, that would result
in the ENGllffiER's having to certify, guarantee or warrant
the existence of conditions whose existence the
ENGINEER cannot ascertain. OWNER agrees not to make
resolution of any dispute with the ENGINEER or payment
of any amount due to the ENGINEER in any way
contingent upon the ENGINEER's signing any such
certification.
1. Dwing the Construction Phase, ENGINEER shall
not supervi~e, direct, or have control over Contractor's
work, nor shall ENGINEER have authority over or
responsibili1y for the means, methods, techniques,
sequences, or procedures of construction selected by
Contractor, for safety precautions and programs incident to
the Contractor's work in progress, nor for any failure of
Contractor to comply with Laws and Regulations
applicable to Contractor's furnishing and performing the
Work.
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1. ENGINEER neither guarantees the peIformance of
any Contractor nor assumes responsibility for any
Contractor's failure to fumish and peIform the Work in
accordance with the Contract Documents.
K. ENGINEER shall not be responsible for the acts or
omissions of any Contractor(s), subcontractor or supplier,
or of any of the Contractor's agents or employees or any
other persons (except ENGINEER's own employees) at the
Site or otherwise furnishing or performing any of the
Contractor's work; or for any decision made on
interpretations or clarifications of the Contract Documents
given by OWNER without consultation and advice of
ENGINEER.
L. The General Conditions for any construction
contract documents prepared hereunder are to be the
"Standard General Conditions of the Construction Contract"
as prepared by the Engineers Joint Contract Documents
Committee (Document No. 1910-8, 1996 Edition) unless
both parties mutually agree to use other General Con~i~
81> I>pi.ill\i8ll~,' r8ter8ReS88 iRe el;1~iBit J.:- ~ t5ft ~
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, ENGINEER and OWNER shall designate
specific individuals to act as ENGINEER's and OWNER's
representatives with respect to the services to be pelformed
or furnished by ENGINEER and responsibilities of
OWNER under this Agreement. Such individuals shall
have authority to transmit instructions, receive information,
and render decisions relative to the Project on behalf of
each respective party.
6.03 Design without Construction Phase Services
OMlTTED
6.04 Use of Documents
A. All Documents are instruments of service in respect
to this Project, and ENGINEER shall retain an ownership
and property interest therein (including the right of reuse at
the discretion of the ENGINEER) whether or not the
Project is completed.
B. Copies of OWNER-fumished data that may be
relied upon by ENGINEER are limited to the printed
copies (also known as hard copies) that are delivered to the
ENGINEER pursuant to Exhibit B. Files in electronic
media format of text, data, graphics, or of other types that
are furnished by OWNER to ENGINEER are only for
convenience of ENGINEER. Any conclusion or
information obtained or derived from such electronic files
will be at the user's sole risk.
Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12 pages
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C. Copi,~s of Documents that may be relied upon by
OWNER are limited to the printed copies (also known as
hard copies) that are signed or sealed by the ENGINEER.
Files in electronic media format of text, data, graphics, or
of other types that are furnished by ENGINEER to
OWNER are only for convenience of OWNER. Any
conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
D. Because data stored in electronic media format can
deteriorate or be modified inadvertently or otherwise
without authorization of the data's creator, the party
receiving e:.ectronic files agrees that it will perform
acceptance tests or procedures within 10 days, after which
the receiving party shall be deemed to have accepted the
data thus trlffisferred. Any errors detected within the 10-
day acceptance period will be corrected by the party
delivering the electronic files. ENGINEER shall not be
responsible to maintain documents stored in electronic
media form~\t after acceptance by OWNER.
E. When transferring documents in electronic media
format, ENGINEER makes no representations as to long
term compatibility, usability, or readability of documents
resulting from the use of software application packages,
operating s)'stems, or computer hardware differing from
those used by ENGINEER at the beginning of this Project.
F. OWNER may make and retain copies of
Documents for information and reference in connection
with use on 'he Project by OWNER. Such Documents are
not intendej or represented to be suitable for reuse by
OWNER or others on extensions of the Project or on any
other project. Any such reuse or modification without
written verification or adaptation by ENGINEER, as
appropriate for the specific pwpose intended, will be at
OWNER's sole risk and without liability or legal exposure
to ENGINEER or to ENGINEER's Consultants. .()\1.~ lER
ch"ll ;nrlp,.,.lf.l~' llRd AQld Aam1J"'''I\ ~~rG1}W~R and
Ll~JCF}JEEf~'s CQR"Ylt~ll.t" frQm ,,11 I'Jl1im<: "l1m"gj3S,
h~ig'~~, jJ}d l~xF~'tPi~ ;1pJ("ll1rling cattnrnp)'cl fpp.~ Ar1~lng I1l1t
~Qr J?~.11111il'B thprpfrnm
G. If there is a discrepancy between the electronic files
and the hard copies, the hard copies govern.
T-\- Any "~-hf'7tiQR or ~Q~pt~tiQU oftb~ DQ("l1j,Y'pnti':fur
~PTlC:l{)n~ nfthp Prnj~t nrfnr QT'\~' Q~~r pf9jist "rill eutitle
~TGINIiE]? tQ thv-ber ("Qmrpn~Qtinn !It r!1tpc: tf) np AgrP.P.cL
JJoPQR B~' OVTNER ltfl8 CNOlUr.:ER.
6.05 Insu ranee
A. ENGINEER shall procure and maintain insurance
as set forth in Exhibit G, "Insurance."
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B. OWNER shall procw-e and maintain insurance as set ~
forth in Exhibit G, "Insurance." O'.'ft.fER SHall (,1l'J~e
:GHOlNCCR aHa DJCFHEER's CSRs\'!ltaRtg tQ P... liilted \Ill ~
aeaiti8fisl iflSHf88 0R aA~' g~R~r~1 li}1h;l~~, ilr rrnrprty 7~
rnsl:ln1fl88 )30lieies Garri~ s)' QUl]>mR -,"HiGH arB
ajil)3liGaBle tg t!:l... P."'j'i'9t.
C. OWNER shaH require Contractor to purchase and
maintain general liability and other insurance as specified
in the Contract Documents and to cause ENGINEER and
ENGINEER's Consultants to be listed as additional insures
with respect to such liability and other insurance purchased
and maintained by Contractor for the Project.
D. OWNER and ENGINEER shall each deliver to the
other certificates of insurance evidencing the coverage
indicated in Exhibit G. Such cel1ificates shall be furnished
prior to commencement of ENGINEER's services and at
renewals thereafter during the life of the Agreement.
~ :'\11 )3Qliei9S ef FJrQ)381't:,' il'l~Yr~Il."'" ~ball QQl'ltain
~?'(i~ionc to;;> t.b~ df~('t tb~t E~JGU>W~~'A rn~Q
~rG~]'liEP~'s C@~tant~' iRt~r":,,,ct9 (IT"... ("'t"'\\fprp,1 !lnrl th~t In
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lQ... e"eRt of p~'meRt of all)' IQA" 9r <;l~m~8e tA... ill.i:Jlr...n "'ill
h~,p nn right~ nf rp('n"pry ~g~lln"t Hny of thp In''llrp,, or
aa.aiti9Ral in~'Lffd th~r~'IRger.
F. At any time, OWNER may request that
ENGINEER, at OWNER's sole expense, provide additional
insurance coverage, increased limits, or revised deductibles
that are more protective than those specified in Exhibit G.
If so requested by OWNER, with the concurrence of
ENGINEER, and if commercially available, ENGINEER
shall obtain and shall require ENGINEER's Consultants to
obtain such additional insurance coverage, different limits,
or revised deductibles for such periods of time as requested
by OWNER, and Exhibit G will be supplemented to
incorporate these requirements.
6.06 Termination
A. The obligation to provide further services under this
Agreement may be terminated:
I. For cause,
a. By either party upon 7 days ,vritten notice in
the event of substantial fail lire by the other party
to perform in accordance with the terms hereof
through no fault of the ternlmating party.
b. By ENGINEER:
l) upon seven days written notice if
ENGINEER believes that ENGINEER is being
requested by OWNER to furnish or perform
Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12 pages
services contrary to ENGINEER's
responsibilities as a licensed professional; or
2) upon seven days written notice if the
ENGINEER's services for the Project are
delayed or suspended for more than 90 days for
reasons beyond ENGINEER's contra\.
3) ENGINEER shall have no liability to
O\VNER on account of such termination.
c. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such
substantial failure if the party receiving such
notice begins, within seven days of receipt of
su::h notice, to correct its failure to perform and
pmceeds diligently to cure such failure within no
more than 30 days of receipt thereof; provided,
however, that if and to the extent such substantial
failure cannot be reasonably cured within such
3C day period, and if such party has diligently
attempted to cure the same and thereafter
continues diligently to cure the same, then the
cure period provided for herein shall extend up
to, but in no case more than, 60 days after the
date of receipt of the notice.
2. For convenience,
a. By OWNER effective upon the receipt of
notice by ENGINEER.
B. The te:minating party under paragraphs 6.06.A.I or
6.06.A2 may set the effective date of termination at a time
up to 30 days later than otherwise provided to allow
ENGINEER to demobilize personnel and equipment from
the Site, to complete tasks whose value would otherwise be
lost, to prepare notes as to the status of completed and
uncompleted tasks, and to assemble Project materials in
orderly files.
6.07 Contl'OUing Law
A. This Agreement is to be governed by the law of the
state of Georgia in which the Project is located.
6.08 Succe:ssors, Assigns, and Beneficiarics
A. OW'ffiR and ENGINEER each is hereby bound
and the partm:rs, successors, executors, administrators and
legal representatives of OWNER and ENGINEER (and to
the extent pennitted by paragraph 6.08.B the assigns of
OWNER and ENGINEER) are hereby bound to the other
party to this Agreement and to the partners, successors,
executors, alhninistrators and legal representatives (and
said assigns) of such other party, in respect of all
covenants, agreements and obligations of this Agreement.
B. Neither OWNER nor ENGINEER may assign,
sublet, or transfer any rights under or interest (including,
but without limitation, moneys that are due or may become
due) in this Agreement without the written consent of the
other, except to the extent that any assignment, subletting,
or transfer is mandated or restricted by law. Unless
specifically stated to the contrary in any written consent to
an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this
Agreement.
C. Unless expressly provided otherwise in this
Agreement:
I. Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by
OWNER or ENGINEER to any Consultant,
Contractor, Contractor's subcontractor, supplier, other
individual or entity, or to any surety for or employee of
any of them.
2. All duties and responsjbilities undertaken
pursuant to this Agreement will tie for the sole and
exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other party. Tka OWNER ag'fs88
1"601 th{" i'11li?i:t~R~i gf tRi: Frguip:j9J;U' of th;c- pl)rQw~ph
6.08. C SHall QfJ]9~:1lr iR thp rAn~ ,~. 1""\~"""rYlp1t<;:.
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6.09 Disputc Rcsolution
A. OWNER and ENGINEER agree to negotiate all
disputes between them in good faith for a period of 30 days
from the date of notice prior to exercising their rights
O'.V~W 8flaENG~~ER agr88 \Rat bRsy 8Rall HFst SHElInit
aR~' 8RQ 8lllIDji;ilttl8Q sI8iR'lji;, S9lH'It8FGI8iH'Iji;, Qiji;Ji/Ht8ji; and
oth~r R'lattI:F€ in ~\,jl:gti9R Bilt\'.'88R \R8R'l arismg 9e1t 9f 9r
HllatiHg ts tI1is ;\grsSR'laHt sr tRs eraaeR tRereBf
~"Dis13e1tss") ts fHeEliatiElH BY HElhHsatisl'l il'l writil'lg tRat a
digp\,!tl: exigh: aI'IQ callii'll!! t9r g\:I~CliQR Qf :il mJlt>'~lly
3ses13taels fHesiatm aHS f11ssiuti8R sate. Otker".issAll
disputes shall be determined in Superior Court of
Richmond County. It is agreed that venue and jurisdiction
is proper is said court.
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6.10 Hazardous Environmental Condition
A. OWNER represents to Engineer that to the best of
its knowledge a Hazardous Environmental Condition does
not exist.
B. OWNER has disclosed to the best of its knowledge
to ENGINEER the existence of all Asbestos, PCB's,
Petroleum, Hazardous Waste, or Radioactive Material
located at or near the Site, including type, quantity and
Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 12 pages
location.
C. If a Hazardous Environmental Condition is
encountered or alleged, ENGINEER shall have the
obligation to notify OWNER and, to the extent of
applicable Laws and Regulations, appropriate
governmental officials.
D. It is acknowledged by both parties that ENGINEER's
scope of services does not include any services related to a
Hazardous Environmental Condition. In the event
ENGINEER or any other party encounters a Hazardous
Environmental Condition, ENGINEER may, at its option
and withOl:.t liability for consequential or any other
damages, suspend performance of services on the portion
of the Project affected thereby until OWNER: (i) retains
appropriate specialist consultant(s) or contractor(s) to
identify and, as appropriate, abate, remediate, or remove
the Hazardous Environmental Condition; and (ii) warrants
that the Site is in full compliance with applicable Laws and
Regulations
E. OWNER acknowledges that ENGINEER is
performing professional services for OWNER and that
ENGINEER is not and shall not be required to become an
"arranger," "operator," "generator," or "transporter" of
hazardous substances, as defined in the Comprehensive
Envirorunenlal Response, Compensation, and Liability Act
of 1990 (CERCLA), which are or may be encountered at or
near the Site in connection with ENGINEER's activities
under this Agreement.
F. If ENGINEER's services under this Agreement
cannot be performed because of a Hazardous
Environmental Condition, the existence of the condition
sha1l justify ENGINEER's terminating this Agreement for
cause on 30 days notice.
6.11 AUo,cation of Risks
A. Indemnification
1. To the fullest extent permitted by law,
ENGINEER shall indenmify and hold hannless
OWNER, OWNER's officers, directors, partners, and
employef:s from and against any and a1l costs, losses,
and damages (including but not limited to all fees and
charges of engineers, architects, attorneys, and other
professiollals, and all court or arbitration or other
dispute resolution costs) caused solely by the negligent
acts or emissions of ENGINEER or ENGINEER's
officers, directors, partners, employees, and
ENGINEER's Consultants in the performance and
fumishinl~ of ENGINEER's services under this
Agreement.
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U&h
3. To the fullest extent permitted by law,
ENGINEER's total liability to OWNER and anyone
claiming by, through, or under OWNER for any cost,
loss, or damages caused in part by the negligence of
ENGINEER and in part by the negligence of OWNER
or any other negligent entity or individual, sha1l not
exceed the percentage share that ENGINEER's
negligence bears to the total negligence of OWNER,
ENGINEER, and all other negligent entities and
individuals.
par aph 6.l1.A.2 of this Agreement, and to the ful t
extent ermitted by law, OWNER shall indemni and
hold h ess ENGINEER and its officers, . ectors,
partners, e loyees, and ENGINEER's onsultants
from and ag . st all costs, losses, d damages
(including but no limited to all fe and charges of
engineers, architects,' omeys, an ther professionals,
and all court or arbitrat or er dispute resolution
costs) caused by, arising t of or resulting from a
Hazardous Environment Co ition, provided that (i)
any such cost, loss, 0 amage is tributable to bodily
injury, sickness, '_~ase, or death, r to injury to or
destruction of t gible property (other an completed
Work), inclu . g the loss of use resulting th efrom, and
(ii) no' in this paragraph 6.11.A.4.sha bligate
o to indemnify any individual or entity fro and
aga' st the consequences of that individual's or entJ 's
. ..
~
~
). T\:itil iRg~Q:lRifi~ajigR pr.g"i~iQR gf parawapR n.l-',/
(1.1] ..\.1 is 8HI:ljeet te ami li~ite8 ay H1a J3f8'lisioFlB ~
agreilB te BY Q\1(}]:sR liRB :e}r~IEER m g~'1:H9it I, r>.fLt
"Alleeati9R efRii'h," ;f' <>"1' ~
6.12 Notices
A. Any notice required under this Agreement will be
in writing, addressed to the appropriate party at its address
on the signature page and given personally, or by registered
or certified mail postage prepaid, or by a commercial
coillier service. All notices shall be effective upon the date
Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of 12 pages
of receipt.
6.13 Survival
A. All express representations, indemnifications, or
limitations of liability included in this Agreement will
survive its completion or termination for any reason.
6.14 Sev1erability
A. Any provision or part of the Agreement held to be
void or unenforceable under any Laws or Regulations shall
be deemed stricken, and all remaining provisions shall
continue to be valid and binding upon OWNER and
ENGINEER, who agree that the Agreement shall be
reformed to replace such stricken provision or part thereof
with a valid and enforceable provision that comes as close
as possible to expressing the intention of the stricken
proVISIOn.
6.15 Waiver
A. Non-enforcement of any provision by either party
shall not constitute a waiver of that provision, nor shall it
affect the I~nforceability of that provision or of the
remainder o:fthis Agreement.
6.16 Headings
A. The headings used in this Agreement are for
general reference only and do not have special significance.
ARTICLE '7 - DEFINITIONS
7.01 Defilled Terms
A. Whe::ever used in this Agreement (including the
Exhibits hereto) and printed with initial or alI capital
letters, the terms listed below have the meanings indicated,
which are applicable to both the singular and plural thereof:
1. A ddenda-- Written or graphic instruments
issued prior to the opening of Bids which clarify,
correct, or change the Bidding Documents.
2. Additional Services-- The services to be
performed for or furnished to OWNER by ENGINEER
in accordance with Exhibit A, Part 2 of this Agreement.
3. Agreement--This "Standard Form of
Agreement between OWNER and ENGINEER for
Professioml Services," including those Exhibits listed in
Article 8 hereof.
4. Applicationfor Payment-- The form acceptable
to ENGINEER which is to be used by Contractor in
requesting progress or final payments for the completion
of its Work and which is to be accompanied by such
supporting documentation as is required by the Contract
Documents.
5. Asbestos--Any material that contains more than
one percent asbestos and is friable or is releasing
asbestos fibers into the air above current action levels
established by the United States Occupational Safety
and Health Administration.
6. Basic Services--The services to be performed
for or furnished to OWNER by ENGINEER in
accordance with Exhibit A, Part I, of this Agreement.
7. Bid-- The offer or proposal of the bidder
submitted on the prescribed form setting forth the prices
for the Work to be Performed.
8. Bidding Documents-- The advertisement or
invitation to Bid, instructions to bidders, the Bid form
and attachments, the Bid bond, if any, the proposed
Contract Documents, and all Addenda, if any.
9. Change OrdernA document recommended by
ENGINEER, which is signed by Contractor and
OWNER to authorize an addition, deletion or revision
in the Work, or an adjustment in the Contract Price or
the Contract Times, issued on or after the Effective Date
of the Construction Agreement.
10. Construction Agreement-- The written
instrument which is evidence of the agreement,
contained in the Contract Documents, between OWNER
and Contractor covering the Work.
II. Construction Contract--The entire and
integrated written agreement between the OWNER and
Contractor concerning the Work.
12. Construction Costn The cost to OWNER of
those portions of the entire Projecl designed or specified
by ENGINEER. Construction Cost does not include
costs of services of ENGINEER or other design
professionals and consultants, cost of land, rights-of-
way, or compensation for damages to properties, or
OWNER's costs for legal, accounting, 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 Exhibit B of this Agreement.
Construction Cost is one of the items comprising Total
Project Costs.
13. Contract Documents--Documents that
establish the rights and obligations of the parties
engaged in construction and include the Construction
Agreement between OWNER and Contractor, Addenda
(which pertain to the Contract Documents), Contractor's
Bid (including documentation accompanying the Bid
Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of U pages
and any post-Bid documentation submitted prior to the
notice of award) when attached as an exhibit to the
Construction Agreement, the notice to proceed, the
bonds, appropriate certifications, the General
Conditions, the Supplementary Conditions, the
SpecificE,tions and the Drawings as the same are more
specifically identified in the Construction Agreement,
togetl).er with all Written Amendments, Change Orders,
Work Change Directives, Field Orders, and
ENGINEER's written interpretations and clarifications
issued on or after the Effective Date of the Construction
Agreement. Approved Shop Drawings and the reports
and draw:ngs of subsurface and physical conditions are
not Contract Documents.
14. Contract Price--The moneys payable by
OWNER to Contractor for completion of the Work in
accordan~e with the Contract Documents and as stated
in the Construction Agreement.
15. Contract Times-- The munbers of days or the
dates stated in the Construction Agreement to: (i)
achieve ~;ubstantial Completion, and (ii) complete the
Work so that it is ready for fmal payment as evidenced
by ENGINEER's written recommendation of fmal
payment.
16. Contractor--An individual or entity with
whom OWNER enters into a Construction Agreement.
17. Correction Period-- The time after Substantial
Completion during which Contractor must correct, at no
cost to OWNER, any Defective Work, normally one
year after the date of Substantial Completion or such
longer period of time as may be prescribed by Laws or
Regulaticns or by the terms of any applicable special
guarantee or specific provision of the Contract
Documents.
18. Defective--An adjective which, when
modifying the word Work, refers to Work that is
unsatisfactory, faulty, or deficient, in that it does not
conform to the Contract Documents, or does not meet
the requir;:ments of any inspection, reference standard,
test, or approval referred to in the Contract Documents,
or has been damaged prior to ENGINEER's
recommendation offmal payment.
19. Documents--Data, reports, Drawings,
Specifications, Record Drawings, and other
deliverables, whether in printed or electronic media
format, provided or furnished in appropriate phases by
ENGINEER to OWNER pursuant to this Agreement.
20. Drawings-- That part of the Contract
Documents prepared or approved by ENGINEER which
graphically shows the scope, exient, and character of the
Work to be performed by Contractor. Shop Drawings
are not Drawings as so defined.
21. Effective Date of the Conslniction Agreement-
The date indicated in the Construction Agreement on
which it becomes elJective, but if no such date is
indicated, it means the date on which the Construction
Agreement is signed and delivered by the last of the two
parties to sign and deliver.
22. Effective Date of the Agreementu The date
indicated in this Agreement on which it becomes
effective, but if no such date is indicated, it means the
date on which the Agreement is signed and delivered by
the last of the two parties to sign and deliver.
23. ENGINEER's Consultants--Individuals or
entities having a contract with ENGINEER to furnish
services with respect to this Project as ENGINEER's
independent professional associates, consultants,
subcontractors, or vendors. The term ENGINEER
includes ENGINEER's Consultants.
24. Field Order--A written order issued by
ENGINEER which directs minor changes in the Work
but which does not involve a change in the Contract
Price or Contract Times.
25. General Conditions- That part of the Contract
Documents which sets faIth tern1s, conditions, and
procedures that govern the Work to be performed or
furnished by Contractor with respect to the Project.
26. Hazardous Environmental Condition-- The
presence at the Site of Asbestos, PCB's, Petroleum,
Hazardous Waste, or Radioactive Materials in such
quantities or circumstances that may present a
substantial danger to persons or property exposed
thereto in connection with the Work.
27. Hazardous Waste--The tenn Hazardous Waste
shall have the meaning provided in Section 1004 of the
Solid Waste Disposal Act (42 USC Section 6903) as
amended from tin1e to time.
28. Laws and Regulations; Laws or Regulations--
Any and all applicable laws, rules, regulations,
ordinances, codes, standards, and orders of any and all
governmental bodies, agencies, authorities, and COUlts
having jurisdiction.
29. PCB 's--Polychlorinated biphenyls.
Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 12 pages
30. Petroleum--Petroleum, including crude oil or
any fral:tion thereof which is liquid at standard
conditions of temperature and pressure (60 degrees
Fahrenheit and 14.7 pOlIDds per square inch absolute),
such as Dil, petroleum, fuel oil, oil sludge, oil refuse,
gasoline,. kerosene, and oil mixed with other non-
Hazardous Waste and crude oils.
31. Radioactive Materials--Source, special
nuclear, or byproduct material as defIDed by the Atomic
Energy Act of 1954 (42 USC Section 2011 et seq.) as
amended from time to time.
32. Record Drawings-- The Drawings as issued for
construc::ion on which the ENGINEER, upon
completion of the Work, has shown changes due to
Addenda or Change Orders and other information which
ENGINEER considers significant based on record
documents furnished by Contractor to ENGINEER and
which were annotated by Contractor to show changes
made dUJing construction.
33. Reimbursable Expenses-- The expenses
incwred directly by ENGINEER in connection with the
perfonm:lg or furnishing of Basic and Additional
Services for the Project for which OWNER shall pay
ENGINEER as indicated in Exhibit C.
34. Resident Project Representative-- The
authorizt:d representative of ENGINEER, if any,
assigned to assist ENGINEER at the Site during the
Construction Phase. The Resident Project
Representative will be ENGINEER's agent or employee
and undt:r ENGINEER's supervision. As used herein,
the term Resident Project Representative includes any
assistan~: of Resident Project Representative agreed to
by OWNER The duties and responsibilities of the
Resident Project Representative are as set forth in
Exhibit II.
35. Samples--Physical examples of materials,
equipment, or workmanship that are representative of
some portion of the Work and which establish the
standards by which such portion of the Work will be
judged.
36. Shop Drawings--AlI drawings, diagrams,
illustrations, schedules, and other data or information
which are specifically prepared or assembled by or for
Contractor and submitted by Contractor to ENGINEER
to illustrate some portion of the Work.
37. Site--Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which
the Work is to be performed, rights-of-way and
easements for access thereto, and such other lands
furnished by OWNER which are designated for use of
Contractc r.
38. Specifications-- That part of the Contract
Documents consisting of written technical descriptions
of materials, equipment, systems, standards, and
workmanship as applied to the Work and certain
administrative details applicable thereto.
39. Substantial Completionu The time at which
the Work (or a specified part thereof) has progressed to
the point where, in the opinion of ENGINEER, the
Work (or a specified part thereat) is sufficiently
complete, in accordance with the Contract Documents,
so that the Work (or a specified part thereof) can be
utilized for the purposes for which it is intended. The
terms "substantially complete" and "substantially
completed" as applied to all or part of the Work refer to
Substantial Completion thereof
40. Supplementary Conditions-- That part of the
Contract Documents which amends or supplements the
General Conditions.
41. TOlal Project Costs-- The sum of the
Construction Cost, allowances for contingencies, the
total costs of services of ENGINEER or other design
professionals and consultants, cost of land, rights-of-
way, or compensation for damages to properties, or
OWNER's costs for legal, accounting, insurance
counseling or auditing services, or interest and financing
charges incurred in cOlmection with the Project, or the
cost of other services to be provided by others to
OWNER pursuant to Exhibit B of this Agreement.
42. Work--The entire completed construction or
the various separately identifiable parts thereof required
to be provided under the Contract Documents with
respect to this Project. Work includes and is the result of
performing or furnishing labor, services, and
documentation necessary to produce such construction
and fwnishing, installing, and incorporating all materials
and all equipment into such construction, all as required
by the Contract Documents.
43. Work Change DirectivenA written directive to
Contractor issued on or after the Effective Date of the
Construction Agreement and signed by OWNER upon
recommendation of the ENGINEER, ordering an
addition, deletion, or revision in the Work, or
responding to differing or unforeseen subsurface or
physical conditions under which the Work is to be
performed or to emergencies. A Work Change Directive
will not change the Contract Price or the Contract Times
but is evidence that the parties expect that the change
directed or documented by a Work Change Directive
will be incorporated in a subsequently issued Change
Order following negotiations by the parties as to its
effect, if any, on the Contract Price or Contract Times.
44. Written Amendment--A written amendment of
Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12 pages
the Contract Documents signed by OWNER and
Contractor on or after the Effective Date of the
Construction Agreement and normally dealing with the
non-engineering or non-technical rather than strictly
construction-related aspects of the Contract Documents.
ARTICLE 8
PROVISIONS
EXlDBITS AND SPECIAL
8.01 Exhibits Included
A. Exh:.bit A, "ENGINEER's Services," consisting of
8 pages.
B. Exhibit B, "OWNER's Responsibilities, "consisting
of 2 pages.
C. Exhibit C, "Payments to Engineer for Services and
ReiIabursable Expenses," consisting of 2 pages.
D. Exhibit D, Omitted
E. Exh:.bit E, "Notice of Acceptability of Work,
"consisting of2 pages.
F. Exhibit F, "Construction Cost Limit," consisting of
I pa.5e.
G. Exhibit G, "Insurance," consisting of 1 page."
H. Exhibit H, "Dispute Resolution," consisting of 1
page."
1.
Exh;bit I. Omitted Q~ / ~
Exhibit J, 011~tt"d ~CJ<!
1.
8.02 Tot31 Agreement
A. This Agreement (consisting of pages I to 12
inclusive, together with the Exhibits identified above)
constitutes the entire agreement between OWNER and
ENGINEER and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
written instrmnent
F arm of Agreement
Between Owner and Engineer for Professional Services
Page 11 of 12 pages
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on
page 1.
OWNER:
ENGINEER:
~
~y~
Title: ~
B~~
Title: 6?'/J. p ~ / /Y' ed? ~
Date Signed:
& -I f-'i(
Date Signed:
Ckerk
rAA>
Designated Representative (paragraph 6.02.A):
Designated Representative (paragraph 6.02.A):
I! :r ~SW0
Title:
Title: (..:;' IV tJ: / /v y c?I2-
Phone Numbl~r:
Phone Number: <ltJC- ."3 2.y--- ')7.rt
Facsimile Number: /06 - '72 '(-jt{ 5S-
JIa. -
E-Mail Address: lt1.tl// btJj,? @ e ",.;<//!,o""r.$'. C t7~
q
Facsimile Number:
E-Mail Address:
Form of Agreement
Between Owner and Engineer for Professional Services
Page 12 of 12 pages
This is EXJUBIT A, consisting of 8 pages, referred to in and part
of the Agreement between OWNER and ENGINEER for
Professional Services dated, April _, 1998.
Initial:
OWNER
ENGINEER e,e
ENGINEE:R's Services
Article I of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER
shall provid~ Basic and Additional Services as set forth below.
PART I -- BASIC SERVICES
A 1.0 I Stu~v and Report Phase
A. ENGINEER shall:
1. Consult with OWNER to define and clarifY OWNER's requirements for the Project and available data.
2. Advise OWNER as to the necessity of OWNER's providing data or services of the types described in Exhibit
B which llre not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services.
3. ::dentify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the
portions o:fthe Project designed or specified by ENGINEER, including but not linlited to mitigating measures identified
in the environmental assessment.
4. Identify and evaluate a solution available to OWNER and, after consultation with OWNER, recommend to
OWNER those solutions which in ENGINEER's judgment meet OWNER's requirements for the Project.
5. Prepare a report (the "Report") which will, as appropriate, contain schematic layouts, sketches and conceptual
design criteria with appropriate exhibits to indicate the agreed-to requirements, considerations involved, and those
alternate :rolutions available to OWNER which ENGINEER recommends. This Report will be accompanied by
ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the Project with each
component separately itemized, including the following, which will be separately itemized: opinion of probable
Construction Cost, allowances for contingencies 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 ir.cluded within the definition of Total Project Costs.
6. Furnish.l review copies of the Report to OWNER and review it with OWNER.
7. Revise the Report in response to OWNER's and other parties' comments, as appropriate, and furnish.l final
copies off1e revised Report to the OWNER within 25 days after completion of reviewing it with OWNER.
B. ENGINEER's services tmder the Study and Report Phase will be considered complete on the date when the final copies
of the revised Report have been delivered to OWNER.
Al.02 Preliminary Design Phase
A. After ~cceptance by OWNER of the Report, selection by OWNER of a recommended solution and indication of any
specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by OWNER,
and upon written authorization from OWNER, ENGINEER shall:
Page I of 8 Pages
(Exhibit A - ENGINEER's Services)
I. On the basis of the above acceptmlce, selection, and authorization, prepare Preliminary Design Phase documents
consisting offmal design criteria, preliminary drawings, outline specifications and written descriptions of the Project.
2. Provide necessary field surveys and topographic and utility mapping for design purposes.
3. Advise OWNER if additional reports, data, information, or services of the types described in Exhibit 8 are
necessllI]' and assist OWNER in obtaining such reports, data, information, or services.
4. Based on the information contained in the Preliminary Design Phase documents, submit a revised opinion of
probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, which will be itemized
as provided in paragraph Al.01A5.
6. Furnish the Preliminary Design Phase documents to and review them with OWNER.
7. Submit to OWNER ~ final copies of the Preliminary Design Phase documents and revised opinion of probable
Construction Cost.
B. ENGINEER's services \ll1der the Preliminary Design Phase will be considered complete on the date when final copies
of the Prelinlinary Design Phase documents have been delivered to OWNER.
Al.03 Final Design Phase
A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable
Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER-directed modifications or
changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from
OWNER, E:-J"GINEER shall:
1. On the basis of the above acceptmlce, direction, and authorization, prepare [mal Drawings indicating the scope,
extent, md character of the Work to be perrormed and furnished by Contractor. Specifications will be prepared, where
appropriHte, in general conformance with the 16-division format of the Construction Specifications lnstitute.
2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications for
permits fi'om or approvals of governmental authorities having jurisdiction to review or approve the final design of the
Project mid assist OWNER in consultations with appropriate authorities.
3. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total
Project Costs known to ENGINEER, itemized as provided in paragraph AI.OIAS.
4. Prepare and furnish Bidding Documents for review and approval by OWNER, its legal counsel, and other
advisors, as appropriate, and assist OWNER in the preparation of other related documents.
5. ;Submit2.- final copies of the Bidding Documents and a revised opinion of probable Construction Cost to
OWNER.
B. In thl~ event that the Work designed or specified by ENGINEER is to be perrornled 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 perrormance of ENGINEER's services during the Final Design, Bidding or
Negotiating, Construction, and Post-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 or become an
amendment 10 Exhibit A whether or not the work \ll1der such contracts is to proceed concurrently.
C. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's
compensation has been established under this Agreement is I.
D. ENG1NEER's services under the final Design Phase will be considered complete on the date when the submittals
Page 2 of 8 Pages
(Exhibit A - ENGINEER's Services)
required by paragraph Al.03.A.6 have been delivered to OWNER.
A 1.04 Bidding or Negotiating Phase
A. Afu:r acceptance by OWNER of the Bidding Documents and the most recent opinion of probable Construction Cost
as determinl~d in the Final Design Phase, and upon written authorization by OWNER to proceed, ENGINEER shall:
1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work 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 Contractor deposits or charges for the Bidding Documents.
2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents.
3. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and entities
proposed by Contractor for those portions of the Work as to which such acceptability is required by the Bidding
Docume:lts.
4. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables:
5. Attend the Bid opening, prepare Bid tabulation sheets, and assist OWNER in evaluating Bids or proposals and
in assem'Clling and awarding contracts for the Work.
B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or
upon cessation of negotiations with prospective Contractors (except as may be required if Exhibit F is a part of this
Agreement).
Al.05 Constroction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from OWNER,
ENGINEER shall:
1. Genera/Administration ofConstroction Contract. Consult with OWNER and act as OWNER's representative
as provided in the General Conditions. The extent and limitations of the duties, responsibilities and authority of
ENGINE:ffi. as assigned in said General Conditions shall not be modified, 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 General
Conditions except as otherwise provided in writing.
2. Pre-Constroction Conference. Participate in a Pre-Construction Conference prior to commencement of Work
at the Site.
3. Base/ines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work which
in ENGINEER's judgement are necessary to enable Contractor to proceed.
4. ,Visits to Site and Observation of Constroction. In connection with observations of Contractor's work in
progress while it is in progress:
a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER deems
nece~;sary, in order to observe as an experienced and qualified design professional the progress and quality of the
Work Such visits and observations by ENGINEER are not intended to be exhaustive or to extend to every aspect
of Contractor's work in progress or to involve detailed inspections of Contractor's work in progress 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 Project Representati ve, if any. Based
on information obtained during such visits and such observations, ENGINEER will determine in general if
Page 3 of 8 Pages
(Exhibit A - ENGINEER's Services)
Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER
infonned of the progress of the Work.
b. The purpose of ENGINEER's visits to 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 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. ENGINEER shall not, during such visits or as a
resu.\t 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 Contractor's
wor:(, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing
and performing the Work. Accordingly, ENGINEER neither 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.
5. Defective Work. Recommend to OWNER that Contractor's work be disapproved and rejected while it is in
progress it: on the basis of such observations, ENGINEER believes that such work will not produce a completed Project
that cou.;:orms 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.
6. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the
Contract :Jocwnents as appropriate to the orderly completion of Contractor's 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.
7. Change Orders and Work Change Directives. Recommend Change Orders and Work Change Directives to
OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required.
8. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to 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 indicated 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. ENGINEER has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to
ENGINEER.
9. Substitutes and "or-equal." Evaluate and determine the acceptability of substitute or "or-equal" materials and
equipment proposed by Contractor, but subject to the provisions of paragraph A2.02.A.2 of this Exhibit A.
10. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed reasonably
necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations
or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the
results ceJtified 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
Documer.ts. ENGINEER shall be entitled to rely on the results of such tests.
11. Disagreements between OWNER and Contractor. Render formal written decisions on all claims of OWNER
and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract
Documents pertaining to the execution and progress of Contractor's work. In rendering such decisions, ENGINEER shall
be fair and not show partiality to OWNER or Contractor and shall not be liable in cormection with any decision rendered
in good faith in such capacity.
12. Applications for Payment. Based on ENGINEER's observations as an experienced and qualified design
Page 4 of 8 Pages
(Exhibit A - ENGINEER's Services)
professional and on review of Applications for Payment and accompanying supporting documentation:
a. Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of
payment will be in writing and will constitute ENGINEER's representation to 0 WNER, based on such observations
and review, that, to the best of ENGINEER's knowledge, information and belief, Contractor's work has progressed
to the point indicated, the quality of such work is generally in accordance with the Contract Documents (subject to
an l~valuation of the Work as a fimctioning whole prior to or upon Substantial Completion, to the results of any
sub:;equent tests called for in the Contract Docwnents 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 Contractor's work. In the case of unit price work, ENGINEER's
recommendations of payment will include final determinations of quantities and classifications of Contractor's work
(sut~ect to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER
conlained in paragraph Al.05.A.6.a are expressly subject to the limitations set forth in Paragraph Al.05A6.b and
othf:r express or general limitations in this Agreement and elsewhere.
b. By recommending any payment, ENGINEER shall not thereby be deemed to have represented that
inspections 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 Contractor's work in progress, or involved detailed
inspections of the Work beyond the responsibilities specifically assigned to ENGINEER in tIlis Agreement and the
Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending
paym.ents nor ENGINEER's recommendation of any payment including [mal payment will impose on ENGINEER
respJnsibility to supervise, direct, or control Contractor's work in progress or for the means, methods, techniques,
sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's
com:Jliance with Laws and Regulations applicable to Contractor's furnishing and perfom1ing the Work. It will also
not impose responsibility on ENGINEER to make any examination to ascertain how or for what pw-poses
Conlractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the
work in progress, 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.
13. Contractor's Completion Documents.
a. Receive and review maintenance and operating instructions, schedules, and guarantees.
b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by the
Contract Docwnents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data
approved as provided lUlder paragraph AI.05.A.I 0, and the annotated record documents which are to be assembled
by Contractor in accordance with the Contract Docwnents to obtain [mal payment. The extent of such ENGINEER's
review will be limited as provided in paragraph Al.05AI0.
G. ENGINEER shall transmit these docwnents to OWNER.
14. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work ready
for its int,;:nded use, in company with OWNER and Contractor, 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.
15. Final Notice of Acceptability of the Work Conduct a [mal inspection to determine if the completed Work of
Contractor is acceptable so that ENGINEER may recommend, in writing, [mal payment to Contractor.
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first Construction
Agreement for the Project or any part thereof and will terminate upon written recommendation by ENGINEER for [mal
payment to Contractors. If the Project involves more than one prime contract as indicated in paragraph AI.03.C,
Construction :Phase services may be rendered at different times in respect to the separate contracts.
Page 5 of 8 Pages
(Exhibit A - ENGINEER's Services)
C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or
of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work
ENGINEEF~ shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the
Contract Documents.
PART 2 -- ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
A. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the
types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement.
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
assessm~:nts and impact statements; review and evaluation of the effects on the design requirements for the Project of
any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having
jurisdiction over the anticipated environmental impact of the Project.
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. 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,
complex.ty, 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
and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond
ENGINEER's control.
4. Services resulting from OWNER's request to evaluate additional Study and Report Phase alternative solutions
beyond those identified in paragraph Al.01.A.4.
5. Services required as a result of OWNER's providing incomplete or incorrect Project information with respect
to Exhibit B.
6. Providing renderings or models for OWNER's use.
7. 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 financing for the Project; evaluating processes available for licensing,
and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and
audits or inventories required in connection with construction performed by OWNER.
8. Furnishing services of ENGINEER's Consultants for other than Basic Services.
9. Services attributable to more prinne construction contracts than specified in paragraph A I .03. C.
10. Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's of
office.
11. Preparing for, coordinating with, participating in and responding to structured independent review processes,
including, but not limited to, construction management, cost estimating, project peer review, value engineering, and
constructibility review requested by OWNER; and performing or furnishing services required to revise studies, reports,
Drawing~;, Specifications, or other Bidding Documents as a result of such review processes.
~oft
~
.u.- PJ:'i'pllDRg additi9Ral ~iggillg DSQYHl8R~ sr CeRH-aBt DSBW1B8Rts fer alt8fRate Bias Bf J3rise3 r8CIl:i8stea BY
OWHER fef tfl8 'Nsrk Sf a ~srtieR tRBf80f.
Page 6 of 8 Pages
(Exhibit A - ENGINEER's Services)
. ,
~
~~ -J.4.. a ""i<;:t<ln("p in ("()nnPrt;nn with Riel prntt'<:t" rf~hielel;ng or rf~nf~gotiMing contract" for constmction m::ltt>ri::lls,
~tlipHli'Rt, Qf [er'~i~e~7 f?'x("e'pt nrbe'~ illi"'h ':l't't~crtQT''''P ~~ rpqllirprl h~, Pvhlhit ~.
15. Providing construction surveys and staking to enable Contractor to perform its work other than as required
lUlder paragraph A 1.05.A.5, 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.
13. Deterrgjning tht> ::l......ppt"hili~ vf "ub9tit'lt~ lRat~r;;jalti and ~'l.uipmeRt FfQFQ~'i:d d'lriRg tR~ Bidding or
NegQtiaring PhQ'-'!p n,hpn (;:nhctitl1tinn P"";Qf tQ th~ ~u'~d Qf ~QW~('ti ii' ~llQ\lred b~' thp. p:~r1r1~ng nA("lm~nts.
16. Providing Construction Phase services beyond the Contract Times set forth in Exhibit C.
17. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current Laws
and Regulations.
cjJ./ .~ Pr~a.PAg and fl.l.nHElYRg tg OU~R R~~grd Dra"'iAg~ ~Rgming apprgpriate r~cgrd infgrmatigA BatleQ 9R
~., Prgje~t aRAQtated reCQW dQ~um~AtE r~~ei"ed fr<..m CQntr"...tnr.
~ 19. Preparation of operation and maintenance manuals.
20. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other
dispute n~solution process related to the Project.
21. Providing more extensive services required tojenable ENGINEER to issue notices or certifications requested
by OWNER under paragraph 6.01.G of the Agreement.
22. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement.
A2.02 Required Additional Services
A. ENGNEER shall perform or furnish, without requesting or receiving specific advance authorization from OWNER,
the Additional Services of the types listed below. ENGINEER shall advise OWNER in writing promptly after starting any
such Additional Services.
1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by
OWNER so as to make the compensation conunensurate with the extent of the Additional Services rendered.
2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute
materials or equipment other than "or-equal" items; and services after the award of the Construction Agreement in
evaluating and determining the acceptability of a substitution which is fOlUld to be inappropriate for the Project or an
excessive number of substitutions.
3. :;ervices resulting from significant delays, changes, or price increases occurring as a direct or indirect result
of materials, equipment, or energy shortages.
4. Additional or extended services during construction made necessary by (I) emergencies or acts of God
endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged by fire or other
cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5)
acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor.
5. Services (other than Basic Services during the Post-Construction Phase) in connection with any partial
utilization of any part of the Work by OWNER prior to Substantial Completion.
6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in
connection with the Work.
Page 7 of 8 Pages
(Exhibit A - ENGINEER's Services)
. . ,
This is EXIllBIT B, consisting of 2 pages, refelTed to in and part
of the Agreement between OWNER and ENGINEER for
Professional Sen'ices dated, April _, ] 998 .
Initial:
OWNER
ENGINEER
.~
~{6
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall:
A. Provide ENGINEER with all criteria and full information as to OWNER's requirements for the Project, including
design objeetives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any
budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be
included in the Drawings and Specifications; and furnish copies of OWNER's standard forms, conditions, and felated
documents jor ENGINEER to include in the Bidding DocWTIents, when applicable.
B. Fumish to ENGINEER any other available information pertinent to the Project including reports and data relative
to previous designs, or investigation at or adjacent to the Site.
C. Following ENGINEER's assessment of initially-available Project information and data and upon ENGINEER's
request, fiunish or otherwise make available such additional Project related information and data as is reasonably required
to enable ENGINEER to complete its Basic and Additional Services. Such additional information or data would generally
include the following:
I. :Property descriptions.
2. Zoning, deed, and other land use restrictions
3. Property, bOlmdary, easement, right-of-way, and other special surveys or data, including establishing relevant
reference points.
4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions in
or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic surveys, with
appropriate professional interpretation thereof.
5. Environmental assessments, audits, investigations and impact statements, and other relevant environmental or
cultural studies as to the Project, the Site, and adjacent areas.
6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits
thereto.
D. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of a
Hazardous Environmental Condition or of any other development that affects the scope or time of performance of
ENGINEER'~. services or any defect Of nonconformance in ENGINEER's services or in the work of any Contractor.
E. Authorize ENGINEER,~rovide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as
required. a ~ .ii>
F. Arra::1ge for ~cess to and make all provisions for ENGINEER to enter upon public and private property as
required for ENGINEER to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and otherdocWTIents
Page 1 of 2 Pages
(Exhibit B - OWNER's Responsibilities
. , .
presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants
as OWNER deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto.
H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases
of the Project designed or specified by ENGINEER and such reviews, approvals, and consents from others as may be
necessary for completion of each phase of the Project.
1. Provide, as required for the Project:
I. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services.
2. Legal services with regard to issues pertaining to the Project as OWNER requires, Contractor raises, or
ENGINEER reasonably requests.
3. Such auditing services as OWNER requires to ascertain how or for what purpose Contractor has used the
moneys paid.
4. Placement and payment for advertisement for Bids in appropriate publications.
1. Ad\'ise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to
perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value
engineering, and constructibility review.
K. FlDlllsh to ENGINEER data as to OWNER's anticipated costs for services to be provided by others for OWNER
so that ENGINEER may make the necessary calculations to develop and periodically adj list ENGINEER's opinion of Total
Project Cost;.
L. If OWNER designates a construction manager or an individual or entity other than, or in addition to, ENGINEER
to represent OWNER at the Site, defme and set forth as an attachment to this Exhibit B the duties, responsibilities, and
limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of ENGrNEER
M. Ifmore than one prime contract is to be awarded for the Work designed or specified by ENGrNEER, designate a
person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and
define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof
to the duties, responsibilities, and authority of ENGINEER as an attachment to this Exhibit B that is to be mutually agreed
upon and made a part of this Agreement before such services begin.
N. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job
related meetings, and Substantial Completion and final payment inspections.
O. Pro\ ide the services of an independent testing laboratory to perform all inspections, tests, and approvals of Samples,
materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and
facilities of OWNER, prior to their incorporation into the Work with appropriate professional interpretation thereof.
P. Provide inspection or monitoring services by an individual or entity other than ENGINEER (and disclose the identity
of such indiv:ldual or entity to ENGINEER) as OWNER determines necessary to verify:
I. That Contractor is complying with any Laws and Regulations applicable to Contractor's performing and
furnishing the Work.
2. That Contractor is taking all necessary precautions for safety of persons or property and complying with any
special provisions of the Contract Documents applicable to safety.
Q. Provide ENGINEER with the findings and reports generated by the entities providing services pursuant to
paragraphs E2.01.0 and P.
Page 2 of 2 Pages
(Exhibit B - OWNER's Responsibilities
. , .
This is EXHIBIT C, consisting of 2 pages, refelTed to in and part
of the Agrccment bctwccn OWNER and ENGINEER for
Profcssional Services dated, April _, 1998.
Initial:
OWNER ~ /'
ENGINEER (J~
Paymcnts to ENGINEER for Serviccs and Rcimbursablc Expcnscs
Article 4 of the Agreement is amended and supplemented
to include the following agreement of the parties:
ARTICLE 4 -- PAYMENTS TO THE ENGINEER
C4.01 For Basic SelVices Having A Detennined Scope -
Lump Sum Method of Payment
A. OWNER shall pay ENGINEER for Basic Services
set forth in Exhibit A, except for services of ENGINEER's
Resident Project Representative and Post-Construction
Phase services, if any, as follows:
1. A Lump Sum amolll1t of$35,000 based on the
following: assumed distribution of compensation:
a. StJdy Report Phase
b. Preliminary Design Phase
c. Final Design Phase
d. Bidding and Negotiating Phase
e. Construction Phase
$ 5,000
$ 5,500
$ 15,750
$ 1,750
$ 7,000
2. The Lump Sum includes compensation for
ENGINEER's services and services of ENGINEER's
Consultants, if any. Appropriate amolll1ts have been
incorporated in the Lump Sum to account for labor,
overhead. Profit. and Reimbursable Expenses.
3. The portion of the Lump Sum amount billed
for ENGINEER's services will be based upon
ENGINEER's estimate of the proportion of the total
services actually completed during the billing period to
the Lump Sum.
4. The Lump Sum is conditioned on Contract
. Times to Gomplete the Work not exceeding 6 months.
Should the Contract Times to complete the Work be
extended beyond this period, the total compensation to
ENGINEER shall be appropriately adjusted.
C4.02 For Additional Services
A. OWNER shall pay ENGINEER for Additional
Services as follows:
Cub
I. General. For services of ENGINEER's
employees engaged directly on the Project pursuant to
paragraph A2.01 or A2.02 of Exhibit A, ex.....pt fM
~
"'e-r,j,...pC' t.:lIC' Q I"'nncollltt.:lint f"\r \1fitnpC'C' Ilnf"lpr r~r~gr~rh
.A2.91..^..2Q, an amount equal to the cumulative hours
charged to the Project by each ENGINEER's employees
times Standard Hourly Rates for each applicable billing
class for all Additional Services performed on the
project, plus Reimbursable Expenses and ENGINEER's
Consultant's charges, if any.
by
I). Compensation for ENGINEER's
Consultants for such services will be on the basis
provided in paragraph C4.05.
C4.03 For Reimbursable Expenses
A. When not included in compensation for Basic
Services Ill1der paragraph C4.0 I, OWNER shall pay
ENGINEER for Reimbursable Expense at the rate set forth
in Appendix 1 of this Exhibit C:
B. Reimbursable Expenses include the following
categories: transportation and subsistence incidental
thereto; obtaining bids or proposals fTOm Contractor(s);
providing and maintaining field office facilities including
furnishings and utilities; toll telephone calls and telegrams;
reproduction of reports, Drawings, Specifications, Bidding
Documents, and similar Project-related items in addition to
those required under Exhibit A, and, if autholized in
advance by OWNER, overtime work requiring higher than
regular rates. In addition, if authorized in advance by
Page 1 of 2 Pages
(Exhibit C -Basic Services With Determine Scope -- Lump Sum Method
. . ,
OWNER ;~eimbursable Expenses will also include
expenses in~urred for computer time and the use of other
highly specialized equipment.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project-related internal
expenses actually incurred or allocated by ENGINEER,
plus all invoi;;ed external Reimbursable Expenses allocable
to the Projec:t, the latter multiplied by a Factor of 1.1.
D. The Reimbursable Expenses Schedule will be
adjusted annually (as of June I) to reflect equitable changes
in the compensation payable to ENGINEER.
C4.05 For ENGINEER 's Consultant's Charges
A. Whenever compensation to ENGINEER herein is
stated to indude charges of ENGINEER's Consultants,
those charg~ shall be the amounts billed by ENGINEER's
Consultants .to ENGINEER times a Factor of 1.10.
C4.07 Factors
A. External Reimbursable Expenses and
ENGINEER's Consultant's Factors include ENGINEER's
overhead and profit associated with ENGINEER's
responsibility for the administration of such services and
costs.
C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of the amounts
billed for ENGINEER's services which are identified in
paragraphs C4.02 and C4.03 will be during the billing
period based on cumulative hours charged to the Project
by each class of ENGINEER's employees times the
Standard Hourly Rate for each class, plus Reimbursable
Expenses and ENGINEER's Consultant's charges incurred,
if any.
B. Extended Contract Times. Should the Contract
Times to complete the Work be extended beyond the period
identified in paragraph C4.0 I, payment for ENGINEER's
services shall be continued based on the Standard Hourly
Rates Method of Payment.
Page 2 of 2 Pages
(Exhibit C -Basic Services With Determine Scope -- Lump Sum Method
. , .
This is Appendix 1 to EXHIBIT C, consisting of I pages,
referred to in and part of the Agreemcnt betwecn OWNER and
ENGINEER for Professional Scrvices dated April _, 1998.
Initial: ~
OWNER ..-
ENGINEER (J-f(;
Reimbursable Expenses Schedule
Current agreements for engineering services stipulate
that the Reimbursable Expenses are subject to review and
adjustment per Exhibit C. Reimbursable expenses for
services performed on the date of the Agreement are:
1.10 times direct expenses.
Page I of 1 Pages
(Appendix 1 to Exhibit C - Reimbursable Expenses Schedule)
, , .
This is Appendix 2 to EXHIBIT C, consisting of I pages, referred to
in and part of the Agreement betwccn OWNER and ENGINEER for
Professional Senices dated April _, 1998.
Initial:
OWNER
/"/
oil
ENGINEER
Standard Hourly Rates Schedule
Current agreements for engineering services stipulate that the standard hourly rates are subject to review and adjustment
per Exhibit C. Hourly rates for services performed on the date of the Agreement are:
Billing Cla3s 9 Project Manager $ 100 /hour
Billing Cla;;s 8 Sr. Engineer $ 90 /hour
Billing Cla:;s 7 Sr. Design Engineer $ 60 /hour
Billing Cla:;s 6 Jr. Engineer $ 53 /hour
Billing Cla:;s 5 Jr. Design Technician $ 48 /hour
Billing Cla:;s 4 Cad Operator $ 43 /hour
Billing Cla:;s 3 Support Staff $ 33 /hour
Page I of I Pages
(Appendix 2 to Exhibit C - Standard Hourly Rates Schedule)
'M'
This is EXHIBIT D, consisting of I pages,
referred to in and part of the Agrccmcnt
betwccn OWNER and ENGINEER for
Profcssional Services dated April _, 1998 .
Initial: ~
OWNER ____
ENGINEERG,,~
Duties, Res:()onsibilities, and Limitations of Authority
of Resident Project Representative
OMITTED
Page 1 of 1 Pages
(Exhibit D - Resident Project Representative)
. t{,,, ~,
This is EXIllBIT E, consisting of 2 pages, referred to in and
part of the Agreement between OWNER and
ENGINEER for Professional Services dated April_,
1998.
Initial: ..... :'\.
OWNER t.Ji"'V
ENGINEER~
NOTICE OF ACCEPTABILITY OF WORK
PROJECT:
OWNER:
OWNER's Construction Contract Identification:
EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT:
CONSTRUCTION CONTRACT DATE:
ENGINEER:
To:
(OWNER)
And To:
(CONTRACTOR)
The tmd::rsigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work furnished
and performed by CONTRACTOR tmder the above Contract is acceptable, expressly subject to the provisions of the related
Contract DOI;tunents and the terms and conditions set forth on the reverse side hereof.
By:
Title:
Dated:
Page 1 of2 Pages
(Exhibit E - Notice of Acceptability of Work)
t I( . ",
CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK
The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the following
terms and conditions to which all persons who receive said Notice and rely thereon agree:
I. Said Notice is given with the skill and care ordinarily used by members of the engineering profession practicing under
similar conditions at th(: 311me hme: Mia m the SIl:Ili8 IS8ality. ~;;;; c.&.4l>
2. Said Notice reflects and is an expression of the professional judgment of ENGINEER.
3. Said Notice is given as to the best of ENGINEER's knowledge, information, and belief as of the date hereof.
4. Said :~otice is based entirely on and expressly limited by the scope of services ENGINEER has been employed by
OWNER to perform or furnish during construction of the Project (including observation of the CONTRACTOR's
work) l.U1der ENGINEER's Agreement with OWNER and under the Construction Contract referenced on the reverse
hereo~ and applies only to facts that are within ENGINEER's knowledge or could reasonably have been ascertained
by ENGINEER as a result of carrying out the responsibilities specifically assigned to ENGINEER under
ENGINEER's Agreement with OWNER and the Construction Contract referenced on the reverse hereof.
5. Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the Construction Contract
referellced on the reverse hereof nor an assumption of responsibility for any failure of CONTRACTOR to furnish and
perform the Work thereunder in accordance with the Contract Documents.
Page 2 of2 Pages
(Exhibit E - Notice of Acceptability of Work)
I . , .
This is EXHIBIT F, consisting of 1 pages, referred to in and part of the
Agreement between OWNER and ENGINEER for Professional
Services dated April _, 1998.
lni tial: ~ .. 1\
OWNER ~
ENGINEER O-tJ
Construction Cost Limit
Paragraph 5.02 of the Agreement is amended and supplemented to include the following agreement of the parties:
F5.02 Designing to Construction Cost Limit
A. A Construction Cost limit for work done at May Park has been established and is to be $468,000.
A Construction Cost limit for work done at Flemming has been established and is to be $123,500.
B. A bidding or negotiating contingency of 10 percent will be added to any Construction Cost limit established.
C. The acceptance by OWNER at any time during Basic Services of a revised opinion of probable Construction
Cost in exce:3S of the then established Construction Cost limit will constitute a corresponding increase in the Construction
Cost limit.
D. ENGINEER will be permitted to determine what types of materials, equipment and component systems, and
the types and quality thereof are to be included in the Drawings and Specifications and to make reasonable adjustments in
the scope, extent, and character of the Project to the extent consistent with the Project requirements and sound engineering
practices to bring the Project within the Construction Cost limit.
E. [fthe Bidding or Negotiating Phase has not commenced within three months after completion of the Final Design
Phase, or if i:o.dustry-wide prices are changed because of unusual or unanticipated events affecting the general level of prices
or times of d~livery in the construction industry, the established Construction Cost limit will not be binding on ENGINEER,
and OWNER shall consent to an adjustment in such Construction Cost limit commensurate with any applicable change in
the general level of prices in the construction industry between the date of completion of the Final Design Phase and the date
on which proposals or Bids are sought.
F. [fthe lowest bona fide proposal or Bid exceeds the established Construction Cost limit, OWNER shall (I) give
written approval to increase such Construction Cost limit, or (2) authorize negotiating or rebidding the Project within a
reasonable time, or (3) cooperate in revising the Project's scope, extent, or character to the extent consistent with the Project's
requiremen':s and with sound engineering practices. In the case of (3), ENGINEER shall modify the Contract Documents
as necessary to bring the Construction Cost within the Construction Cost Limit. In lieu of other compensation for services
in making such modifications, OWNER shall pay ENGINEER's cost of such services, including the costs of the services of
ENGINEEK's Consultants, all overhead expenses reasonably related thereto, and Reimbursable Expenses, but without profit
to ENGINEER on accOlUlt of such services. The providing of such services will be the limit ofENGlNEER's responsibility
in this regard and, having done so, ENGINEER shall be entitled to payment for services and expenses in accordance with
this Agreement and will not otherwise be liable for damages attributable to the lowest bona fide proposal or Bid exceeding
the established Construction Cost limit.
Page I of I Pages
(Exhibit F - Construction Cost Limit)
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This is EXHIBIT G, consisting of I pages, referred to in
and part of the Agreement between OWNER and
ENGINEER for Professional Services dated April_,
1998.
Initial: CM,.c)
OWNER
ENGINEER ~
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.05 Insurance
A. The limits of liability fOf the insurance fequired by paragraph 6.05.A and 6.05.B of the Agreement are as
follows:
1. By ENGINEER:
a . Workers' Compensation: Statutory
b. Employer's Liability-
1) Each Accident: $ 500,000
2) Disease, Policy Limit: $ 500,000
3) Disease, Each Employee: $ 500,000
c. General Liability --
1) Each Occurrence (Bodily Injury and $ 1,000,000
Property D,amage):
2) General Aggregate: $ 1,000,000
d. Automobile Liability --
I) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident $ 1,000,000
e. Professional Liability
1) Each Claim! Aggregate
$ 500,000
2. By OWNER: Self-Insured
Page I of 1 Page
Exhibit G - Insurance
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This is EXHIBIT H, consisting of 1 pages, referred to in and part of the Agreement
between OWNER and ENGINEER for Professional Services dated April_, 1998
Initial:
OWNER
ENGINEER {/~
Dispute Resolution
Paragraph 6.09 of the Agreement is amended and supplemented to include the following agreement of the parties:
f.r"- :\11 EiiB}l\ltes ~tW~'88B <)1''B9r QBQ t:;~#~ 1:Rat PilmtHa ~Qh:d after 8QQQ ftioitb ~QQi..JtatiQQi 9"W'een
1118 "arftes shull 88 suemittea 18 B8B ~iBQffig IBedi9li9R at) a ,"9Rditi9R precedem to ~ith..,. p\lrt);i feiott to the' ot!l..,. tl;~pllt~
re3ehiti6ft ,,"JeetlureJ fltfttea iB this A."'tiele. The fllli'ties sMHjeiBtly seleet 1fte meMlltef, llfta 1fte e63ts efmeaiMt6ft 3haR
Be sBere&, ",ilh e8ek ~~' ~9yiBg as 8~'11. al;te~~s f6161s Q8Q r61latllQ G8S&l.
b. During the pendency of any dispute that is not yet resolved, the Owner and the Engineer shall continue,
in good faith, with the performance of any obligations of the Agreement.
Page 1 of 1 Page
Exhibit H - Dispute Resolution
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'. I)
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This is EXlllBIT L consisting of I pages, referred to in and part
of the Agreement between OWNER and ENGINEER for
Professional Services dated April _, J 998 .
Initial: ~
OWNER /
ENGINEER O~
Allocation or Risks
OMITTED
Page 1 of I Pages
(Exhibit I - Allocation of Risks)
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SUGGESTED FORMAT
(for use with No. 1910-1, 1996 Edition)
This is EXHIBIT J, consisting of 1 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated April _, 1998.
Initial: ~
OWNER
ENGINEER ail
Special Provisions
OI.HTTCD -
1. Engineer shall provide as a part of the Basic Services two (2) sets
of "Record Drawings" indicating significant changes to the project.
2. This Agreement is intended by the Parties to, and does, supersede
an:f and all provisions of the Georgia Prompt Pay Act, O.C.G.A.
Section 13-11-1, et seq. In the event any provision of this
Ag:Leement is inconsistent with any provision of the Prompt Pay Act,
th~ provision of this Agreement shall control.
Page I of I Pages
(Exhibit J - Special Provisions)
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AUGUSTA-RICHMOND COUNTY COMMISSION
LARRY E. SCONYERS
Mayor
ROOM 801 MUNICIPAL BLDG. (11)
AUGUSTA, GEORGIA 30911
Bus. (706) 821-2488
Fax No. (706) 722-5984
ULMER BRIDGES
JERRY BRIGHAM
HENRY H. BRIGHAM
FREDDIE L HANDY
WILUAM B. KUHLKE, JR.
WM. "WILUE" H. MAYS. III
J. B. POWELL
STEPHEN E. SHEPARD
MOSES TODD
LEE BEARD
Mayor Pro 1 em
June 29, 1998
CHARLES R OUVER. P E, CPA
Administntor
JAMES B. WAll
Attorney
Ms. Le::1a Bonner
Clerk, Commission
8th floor, City-County Bldg.
Augusta, GA 30911
Reply to:
P.O. BOX 2125
Augusta, GA. 30903
RE: Engineering Contract for New Recreation Facility
at May Park and Fleming Tennis Center
Dear Lena:
I enclose herewith a fully executed copy of the Agreement
between Augusta, Georgia and Johnson, Laschober & Associates for
engineering services in regard to the above referenced project.
Please include this in the City'S permanent records.
With best personal regards, I am
Yours very truly,
~
James B. Wall'~
JBWjsjp
Enclosure
cc: Tom Beck