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Home My WebLink AboutConstruct 2 New Plants for Treatment of Ground Water Augusta Richmond GA DOCUMENT NAME. C t\ '" S r <2 UC T ~ rJ 15.,u f>) A ('1,,2> -1'0 IZ -hE It TM 6 III r <> 1 ':> tZo t),J D W ~ '\ ~((:... DOCUMENT TYPE: A c;e~/E.tn e.r1 J YEAR: I q 0 '1 BOX NUMBER: "J FILE NUMBER: 14 -:try ;;:t NUMBER OF PAGES: :J-) t' , 2 J;;>{ ~ N-r~ This document has important legal consequences: consultation with an attorney is encouraged with respect to its use. completion or modification. This document should be adapted to the particular circumstances of the contemolated project and the applicable laws of the jurisdiction in which the professional services tor the Project are' to be performed. STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared by ENGINEERS JOINT CONTRAer DOCUMENTS COMMlTIEE and Issued and Published Jointly By ~~ ACEC PROFESSIONAL ENGINEERS ~RIVATE PRACTICE a pracrice division of (he NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN CONSULTING ENGINEERS COUNCIL AMERICAN SOCIETY OF CIVIL ENGINEERS This Agreement has been prepared for use with the Standard General Conditions of the Construction Contract (No. 1910-8 (1990 Edition) of the Engineers Joint Contract Documents Committee. Their provisions are interrelated and a change in one may necessitate a change in the other. EJCDC No. 1910-1 (1992 Edition) Reprinted 7/94 i . TABLE OF CONTENTS Page No. IDENTIFICATION OF THE PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DESCRIPTION OF THE PROJECT. . . . . . . . . , . , . . , . . . . . . . . , . . . , . . . . . . . . . . . . . . . . . . . . SECTION I-GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.1 Standard of Care ,......................................,................. 2 1.2 Coordination with Other Documents ......... , . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.3 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . , . . . . . . 2 SECTION 2-BASIC SERVICES OF ENGINEER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.1 Study and Report Phase . . . , . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.2 Preliminary Design Phase .....,.......,.................. . . . . . . . . . . . . . . . . . . . 3 2.3 Final Design Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.4 Bidding or Negotiating Phase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .'. 4 2.5 Construction Phase . . . . , . . . . . . . . . : . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.6 Operational Phase ........................................................ 7 SECTION 3-ADDmONAL SERVICES OF ENGINEER .................................. 7 3.1 Additional Services Requiring Authorization in Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.2 Required Additional Services. . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SEcrION 4-0WNER'S RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SEcrION 5- TIMES FOR RENDERING SERVICES. . . . . . . , . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . 11 SECTION 6-PAYNIENTS TO ENGINEER FOR SERVICES AND RElt\1BURSABLE EXPENSES ........................................... 12 6.1 Methods of Payment for Services and Expenses of Engineer. . . . . . . . . . . . . . . . . . . . . . . . . . . 12 6.2 Other Provisions Concerning Payments .......................................... 12 SECTION ,7-0PINIONS OF COST .................................................. 13 7.1 Opinions of Probable Construction Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 7.2 Designing to Construction Cost Limit. . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 7.3 Opinions of Total Project Costs . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . , . . . . . . . . . . . . . . 13 SECTION 8-GENERAL CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 8.1 Tennination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~. . . . . . . . . . . 13 8.2 Reuse of Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t3 8.3 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-'1- 8.4 Controlling Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 8.5 Successors and Assigns . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 8.6 Dispute Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 8.7 Allocation of Risks-Indemnification . . . . . , . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . 15 8.8 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 8.9 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [5 8.10 Severability...................................,...., . . . . . . . . . . . . . . . . . . . . . 15 SEcrION 9-EXHIBITS AND SPECIAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [5 \C ..;.' This document has important legal consequences; consultation with an attorney is encouraged with respect to its use, completion or modification. This document should be adapted to the particular circumstances of the contemplated Project and the applicable laws of the jurisdiction in which the professional services for the Project are to be performed. STAl"lDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TIllS IS AN AGREEMENT made as of Ma.y 4 ,19 99 between CITY OF AUGUSTA ("OWNER") and 7.TMMFRMAN FVAN~ ANn T,Fopor.n. TNr' ("ENGINEER"). OWNER intends to -LCOnstrllct 2 new plants for treatment of qround water in the Southern areas of Auqusta. (the "Project"). OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the c:=- performance or furnishing of professional engineering services by ENGINEER with respect to the Project and the payment for those services by OWNER as set forth below. Execution of this Agreement by ENGINEER and OWNER constitutes OWNER's written authorization to ENGINEER to proceed on the date first above written with the first phase of the Basic Services described in Section 2 below and as further set forth in Exhibit A. "Further Description of Basic Engineering Services and Related Matters" ("Exhibit A") and in the other exhibits listed in Section 9 below. This Agreement will become effective on the date first above written. Page 1 of 16 pages .r, ~c~ ~:::::::::; ~ da:t(u() .n<u /-7~~ /ueA.Iu ~cO .Ltp< ZC-0. CG~ ~.~ ..!J../..~ Yf? - i' SEerION l-GENERAL 1.1. Standard of Care. ENGINEER shall perform for or furnish to OWNER professional engineering and related services in all phases of the Project to which this Agreement applies as herein- after provided. ENGINEER shall serve as OWNER's prime design professional and engineering representative for the Project providing professional engineering consul- tation and advice with respect thereto. ENG INEER may employ such ENGINEER's Consultants as ENGINEER deems necessary to assist in the performance or furnishing of professional engineering and related services hereun- der. ENGINEER shall not be required to employ any ENGINEER's Consultant unacceptable to ENGINEER. The standard of care for all professional engineering and related services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar conditions at the same time and in the same locality. ENGINEER makes no warranties, express or implied. under this Agreement or otherwise. in connec- tion with ENGINEER's services. 1.2. Coordination with Other Documents. It is the intention of the parties that the Standard General Conditions will be used as the General Conditions for the Project and that all amendments thereof and supplements thereto will be generally consistent therewith. Except as otherwise defined herein, the terms which have an initial capital letter in this Agreement and are defined in the Standard General Conditions will be used in this Agree- ment as defined in the Standard General Conditions. The term "defective" will be used in this Agreement as defined in the Standard General Conditions. ~ 1.3. Definitions. Wherever used in this Agreement the following terms have the meanings indicated which are applicable to hoth the singular and plural thereof: 1.3.1. II dditionul Services. Addi tional Services means the services to he performed for or furnished to OWNER hy ENGINEER described in Section 3 of this Agree- ment. 1.3.2. lI;;reement. Agreement means this Standard Form of Agreement between OWNER and ENGINEER for Professional Services including those exhibits listed in Section lJ of this Agreement. 1.3.3. Busic Services. Basic Services means the services to be performed for or furnished to OWNER by ENGI- NEER described in Section 2 of this Agreement. 1.3.4. Construction Cost. Construction Cost means the total cost to OWNER of those portions of the entire Project designed or specified by ENG INEER. Construc- tion Cost does not include ENG INEER 's compensation and expenses. the cost of land. rights-of-way. or compen- sation for or damages to properties. or OWNER's legal, accounting, insurance counseling or auditing services. or interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to Section 4 of this Agree- ment. Construction Cost is one of the items comprising Total Project Costs. 1.3.5. Contractor. Contractor means the person or entity with whom OWNER enters into a written agreement covering construction work to be performed or furnished with respect to the Project. 1.3.6. ENGINEER's Consultant. ENGINEER's Con- sultant means a person or entity having a contract with ENGINEER to perform or furnish Basic or Additional Services as ENGINEER's independent professional asso- ciate or consultant engaged directly on the Project. 1.3.7. Reimbursuble Expenses. Reimbursable Expenses means the expenses incurred directly in connection with the performance or furnishing of Basic and Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit B. "Payments to Engineer for Services and Reimbursable Expenses" ("Ex- hibit B"). 1.3X Resident Project RepresentUlive. Resident Project Representative means the authorized representative of ENGINEER who will be assigned to assist ENGINEER at the site during the Construction Phase. The Resident Project Representative will be ENGINEER's agent or employee and under ENGINEER's supervision. As used herein. the term Resident Project Representative includes any assistants of Resident Project Representative agreed to by OWNER. The duties and responsibilities of the Resident Project Representative are set forth in Exhibit C. "Duties. Responsibilities and Limitations of Authority of Resident Project Representative" ("Exhibit C'). 1.3.lJ. Stundurd Generul CO/ldition.\'. Standard General Conditions means the Standard General Conditions of the Construction Con tract (No. IlJ 10-1-;) (]lJ<)(} Edition) of the Engineers Joint Contract Documents Committee. I.J.IO. Total Project Cost.\'. Total Project Costs means the sum of the Construction Cost. allowances for contin- gencies. the total costs of design professional and related Page 2 of 10 pages services provided by ENGINEER and (on the basis of information furnished by OWNER) allowances for such other items as charges of all other professionals and consultants. for the cost of land and rights-of-way, for compensation for or damages to properties. for interest and financing charges and for other services to be pro- vided by others to OWNER under paragraphs 4.4. 4.5 and 4.7 through 4.14. inclusive. SECTION 2-BASIC SERVICES OF ENGINEER 2.1. Study and Report Phase. Upon this Agreement becoming effective. ENGINEER shall: 2.1.1. Consult with OWNER to understand OWNER's requirements for the Project and review available data. 2.1.2. Advise OWNER as to the necessity of OWNER's providing or obtaining from others data or services of the types described in paragraph 4.4 which are not pan of ENGINEER's Basic Services. and assist OWNER in obtaining such data and services. 2.1.3. Identify and analyze requirements of governmen- tal authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER with whom consultation is to be undertaken in connection with the Project. 2.1.4. Evaluate various alternate solutions available to OWNER as described in Exhibit A. and. after consulta- tion with Owner. recommend to OWNER those solutions which in ENGINEER's judgment best meet OWNER's requirements for the Project. 2.1.5. Prepare a report (the "Report") which will con- tain ~ statement of OWNER's requirements for the Project and. as appropriate. will contain schematic lay- outs, sketches and conceptual design criteria with appro- priate exhibits to indicate the considerations involved and those alternate solutions available to OWNER which ENGINEER recommends. This Report will be accompa- nied by ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the Project. including the following which will be separately itemized: opinion of probable Construction Cost. allowances for contingencies and for the estimated total costs of design professional and related services provided by ENGI- NEER and, on the basis of information furnished by OWNER. allowances for other items and services in- cluded within the definition of Total Project Costs. 2.1.6. Furnish the Report to and review it with OWNER. 2.1.7. Revise the Report in response to OWNER's comments. as appropriate. and furnish final copies of the Report in the number set forth in Exhibit A. 2.1.8. Submit the Report within the stipulated period indicated in Exhibit A. 2.1.9. ENGINEERs services under the Study and Re- port Phase will be considered complete at the earlier of (1) the date when the Report has been accepted by OWNER or (2) thirty days after the date when such Report is delivered to OWNER for final acceptance. plus in each case such additional time as may be considered reasonable for obtaining approval of governmental au- thorities having jurisdiction to review the portions of the Project designed or specified by ENGINEER. if such approval is to be obtained during the Study and Report Phase. The duties and responsibilities of ENGINEER during the Study and Report Phase as set forth in this paragraph 2.1 are amended and supplemented as indicated in Exhibit A. 2.2. Preliminary Design Phase. After acceptance by OWNER of the Report. selection by OWNER of a recommended solution and indication of any specific modifications or changes in the scope. extent. character or design req uirements of the Project desired by OWNER. and upon written authorization from OWNER. ENGINEER shall: 2.2.1. On the basis of the Report. the recommended solution selected by OWNER and the specific modifica- tions or changes in the scope. extent. character or design requirements of the Project agreed upon by OWNER and ENGINEER. prepare Preliminary Design documents consisting of final design criteria. preliminary drawings. outline specifications and written descriptions of the Project. 2.22. Advise OWNER if additional reports. data or other information or services of the types described in paragraph 4.4 are necessary and assist OWNER in ob- taining such reports. data or other information and ser- vices. 2.2.3. Based on the information contained in the Pre- liminary Design documents. submit a revised opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER. which will be itemized as provided in paragraph 2.15. 2.2.4. Furnish the Preliminary Design documents to and review them with OWNER. Page 3 of 16 pages . I 2.2.5. Submit the Preliminary Design documents and revised opinion of probable Construction Cost within the stipulated period indicated in Exhibit A. 2.2.6. ENG INEER's services under the Preliminary Design Phase will be considered complete at the earlier of (I) the date when the Preliminary Design documents have been accepted by OWNER or (2) thirty days after the date when such Preliminary Design documents are delivered to OWNER for final acceptance. plus in each case such additional time as may be considered reason- able for obtaining approval of governmental authorities having jurisdiction to approve the Preliminary Design documentation. if such approval is to be obtained during the Preliminary Design Phase. The duties and responsibilities of ENGINEER during the Preliminary Design Phase as set fonh in this paragraph 2.2 are amended and supplemented as indicated in Ex- hibit A. 2.3. Final Design Phase. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable Con- struction Cost and indication of any specific modifications or changes in the scope, extent. character or design requirements of the Project desired by OWNER. and upon written autborization from OWNER. ENGINEER shall: 2.3.1. On the basis of the accepted Preliminary Design documents. the modifications or changes in the scope, extent, character or design requirements of the Project agreed upon by OWNER and ENGINEER and the revised opinion of probable Construction Cost. prepare for incorporation in the Contract Documents final Draw- ings showing the scope. extent and character of the work to be performed and furnished by Contractor and Speci- fications (which will be prepared, where appropriate. in general conformance with the six1een division format of the Construction Specifications Institute). 2.3.2. Provide technical criteria. written descriptions and design data for OWNER's use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to review or approve the final design of the Project. and assist OWNER in consul- tations with appropriate authorities. 2.3.3. Advise OWNER of any adjustments to the opin- ion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER. itemized as provided in paragraph 2.1.5. as a result of changes in scope. extent or character or design requirements of the Project. 2.3.4. Prepare for review and approval by OWNER. its legal counsel and other advisors. con tract agreement forms. general conditions and supplementary conditions. and (where appropriate) bid forms. invitations to bid and instructions to bidders (all of which will be generally consistent in form and substance with the forms and pertinent guide sheets prepared by the Engineers Joint Contract Documents Committee), and assist in the prep- aration of other related documents. 2.3.5. Furnish the above documents. Drawings and Specifications to and review them with OWNER. 2.3.6. Submit the above documents. Drawings and Specifications and a revised opinion of probable Con- struction Cost within the stipulated period indicated in Exhibit A. 2.3.7. ENGINEER's services under the Final Design Phase will be considered complete at the earlier of (1) the date when the submittals have been accepted by OWNER or (2) thirty days after the date when such submittals are delivered to OWNER for final acceptance. plus in each case such additional time as may be considered reason- able for obtaining approval of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER. if such approval is to be obtained during the Final Design Phase. The duties and responsibilities of ENGINEER during the Final Design Phase as set forth in this paragraph 2.3 are amended and supplemented as indicated in Exhibit A. 2.4. Bidding or Negotiating Phase. After acceptance by OWNER of the ENGINEER's Drawings. Specifications and other Final Design Phase documentation (including the most recent opinion of probable Construction Cost). and upon written authori- zation to proceed. ENGINEER shall: 2.4.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the contract for con- struction. materials. equipment and services: and. where applicable. maintain a record of prospective bidders to whom Bidding Documents have been issued. attend pre-bid conferences. if any. and receive and process deposits for Bidding Documents. 2.4.2. Issue Addenda as appropriate to clarify. correct or change the Bidding Documents. 2.4.3. Consult with OWNER as to the acceptability of subcontractors. suppliers and other persons and entities proposed by Contractor for those portions of the work as to which such acceptability is required by the Bidding Documents. Page 4 of 16 pages 2.4.4. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or proposals and in assembling and awarding contracts for construc- tion. materials. equipmem and services. 2.4.5. The Bidding or Negotiating Phase will terminate and the services to be performed or furnished thereunder will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors (except as may otherwise be required to complete the services called for in paragraph E7.2.5. if Exhibit E is a part of this Agreemem). The duties and responsibilities of ENGINEER during the Bidding or Negotiating Phase as set forth in this para- graph 2.4 are amended and supplemented as indicated in Exhibit A. 2.5. Construction Phase. During the Construction Phase: 2.5.1. General Adminisrration of Constntction Contract. ENGINEER shall consult with and advise OWNER and act as OWNER's representative as provided in the Stan- dard General Conditions. The extent and limitations of the duties. responsibilities and authority of ENGINEER as assigned in said Standard General Conditions shall not be modified. except to the extent provided in Exhibit A and except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER who shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in th,is Agreement and said Stan- dard General Conditions except as otherwise provided in writing. 2.5.2. Visits to Site and Observation of Constntction. In connection with observations of the work of Contractor while it is in progress: 2.5.2.1. ENGINEER shall make visits to the site at intervals appropriate to the various stages of construc- tion as ENGINEER deems necessary in order to observe as an experienced and qualified design profes- sional the progress and quality of the various aspects of Contractor's work. In addition, ENGINEER shall pro- vide the services of a Resident Project Representative at the site to assist ENGINEER and to provide more continuous observations of such work. The furnishing of such Resident Project Representative services will nor extend ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this paragraph 2.5. Such visits and observations by El'\lGI- NEER and the Resident Project Representative are not imended to be exhaustive or to extend to every aspect of the work in progress. or to involve detailed inspec- tions of the work beyond the responsibilities specificallv assigned to ENGINEER in this Agreement and th~ Contract Documents. but rather are to be limited to spot checking. selective sampling and similar methods of general observation of the work based on ENG I- NEER's exercise of professional judgment as assisted by the Resident Project Representative. Based on information obtained during such visits and such obser- vations. ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. The responsibilities of ENGINEER contained in this para- graph are expressly subject to the limitations set fonh in paragraph 2.5.2.2 and other express or general limita- tions in this Agreement and elsewhere. 2.5.2.2. The purpose of ENGINEER's V1SItS to and representation by the Resident Project Representative at the site will be to enable ENGINEER to better carry oUI the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and. in addition. by the exercise of ENGI- NEER's efforts as an experienced and qualified design professionaL to provide for OWNER a greater degree of confidence that the completed work of Contractor will conform in general to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and pre- served by Contractor. On the other hand, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, super- vise. direct or have control over Contractor's work nor shall ENGINEER have authority over or responsibility for the means. methods. techniques. sequences or pro- cedures of construction selected by Contractor, for safety precautions and programs incident to the work of Contractor or for any fail~f Contractor to comply with laws. rules. regulations. ordinances. codes or or- ders applicable to Contractor's furnishing and perform- ing the work. Accordingly, ENGINEER neither guar- antees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents. 2.5.3. Defective Work. During such VISitS and on the basis of such observations. ENGINEER shall have au- thority to disapprove of or reject Cor;tractor's work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Docume:nts or that it will Page 5 of 16 pages prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 2.5.4. Clarifications and Imerpretarions; Field Orders. ENGINEER shall issue necessary clarifications and inter- pretations of the Contract Documents as appropriate to the orderly completion of the work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Docu- ments. 2.5.5. Change Orders and Work Change Directives. EN- GINEER shall recommend Change Orders and Work Change Directives to OWNER as appropriate. and shall prepare Change Orders and Work Change Directives as required. 2.5.6. Shop Drawings. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings and Samples and other data which Con- tractor is required to submit. but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the com- pleted Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will nor extend to means. methods. tech- niques. sequences or procedures of construction or to safety precautions and programs incident thereto. 2.5.7. Subsritwes. ENGINEER shall evaluate and deter- mine the acceptability of substitute or "or-equal" materi- als and equipment proposed by Contractor. but subject to the provisions of paragraph 3.2.2. 2.5.8. Inspections and TesfS. ENGINEER may require special inspections or tests of the work. and shall receive and review all certificates of inspections, tests and approv- als required by laws, rules. regulations, ordinances. codes, orders or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an indepen- dent evaluation that the content or procedures of such inspections. tests or approvals comply with the require- ments of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 2.5.9. DL~agreemenfS between OWNER and Conrraccor. ENGINEER shall render the initial decisions on all claims of OWNER and Contractor relating to the accept- ability of the work or the interpretation of the require- ments of the Contract Documents pertaining to the execution and progress of the work. In rendering such decisions. ENGINEER shall be fair and not show partial- ity to OWNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 2.5.10. Applicarions for Paymenr. Based on ENGI- NEER's on-site observations as an experienced and qual- ified design professional and on review of Applications for Payment and the accompanyiD.g data and schedules: 2.5.10.1. ENGINEER shall determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER. based on such observations and review, that. to the best of ENGINEER's knowledge. information and belief. the work has progres:;ed to the point indi- cated. the quality of such work is generally in accor- dance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Substantial Completion. to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommen- dation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe the work. In the case of ,unit price work, ENGINEER's recommendations of payment will in- clude final determinations of quantities and classifica- tions of such work (subject to any subsequent adjust- ments allowed by the Contract Documents). The responsibilities of ENGINEER contained in paragraph 2.5.10.1 are expressly subject to the limitations set forth in paragraph 2.5.10.2 and other express or general limitations in this Agreement and elsewhere. 2.5.10.2. By recommending any payment ENGINEER shall not thereby be deemed to have represented that on-site observations made by ENGINEER to check the quality or quantity of Contractor's work as it is per~ formed and furnished have been exhaustive. extended to every aspect of the work in progress. or involved detailed inspections of the work beyond the responsi- bilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither EN- GINEER's review of Contractor's work for the pur- poses of recommending payments nor ENGINEER's recommendation of any payment (including final pay- ment) will impose on ENGINEER responsibility to supervise. direct or control such work or for the means. methods. techniques. sequences or procedures of con- struction or safety precautions or programs incident thereto. or Contractor's compliance: with laws. rules. regulations. ordinances. codes or orders applicable to Contractor's furnishing and performing the work. It will also not impose responsibility on ENGINEER to make t I Page 6 of 16 pages any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price. or to determine that title to any of the work. materials or equipment has passed to OWNER free and clear of any liens. claims. security interests or encumbrances. or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 2.5.11. Contractor's Completion Documents. ENGI- NEER shall receive. review and transmit to OWNER with written comments maintenance and operating instructions, schedules. guarantees. Bonds. certificates or other evi- dence of insurance required by the Contract Documents, certificates of inspection, tests and approvals. and marked- up record documents (including Shop Drawings, Samples and other data approved as provided under paragraph 2.5.6 and marked-up record Drawings) which are to be assem- bled by Contractor in accordance with the Contract Documents to obtain fmal payment. ENGlNEER's review of such documents will only be to determine generally that their content complies with the requirements of. and in the case of certificates of inspections. tests and approvals that the results certified indicate compliance with. the Contract Documents. 2.5.12. Substantial Completion. Following notice from Contractor that Contractor considers the entire work ready for its intended use. ENGINEER and OWNER. accompanied by Contractor. shall conduct an inspection to determine if the work is substantially complete. If after considering any objections of OW"NER. ENGINEER considers the work substantially complete. ENGINEER shall deliver a certificate of Substantial Completion to OWNER and Contractor. 2.5.13. Final Notice of Acceptability of the Work. ENG I- NEER shall conduct a final inspection to determine if the completed work of Contractor is acceptable so that ENGINEER may recommend. in writing. final payment to Contractor. Accompanying the recommendation for final payment. ENGINEER shall also provide a notice in the form attached hereto as Exhibit 0 (the "Notice of Acceptability of Work") that the work is acceptable (subject to the provisions of paragraph 2.5.10.2) to the best of ENGINEER's knowledge. information and belief and based on the extent of the services performed and furnished by ENGINEER under this Agreement. 2.5.14. Limitarion of Responsibilities. ENGINEER shalI not be responsible for the acts or omissions of any Contractor. or of any subcontractor. any supplier. or of any other person or organization performing or furnish- ing any of the work. ENGINEER shall not be responsible for Contractor's failure to perform or furnish the work in accordance with the Contract Documents. 2.5.15. Duration of Consrrl/crion Phase. The Construc- tion Phase wilI commence with the execution of the construction contract for the Project or any part thereof and will terminate upon written recommendation bv ENGINEER of final payment. l:f the Project involve~ more than one prime contract as indicated in paragraph 5.5. Construction Phase services may be rendered at different times in respect of separz,te prime contracts. The duties and responsibilities of ENGINEER during the Construction Phase as set forth in this paragraph 2.5 are amended and supplemented as indicated in Exhibit A. 2.6. Operational Phase. During the Operational Phase. ENGINEER shall. when requested by OWNER: 2.6.1. Provide assistance in conne:tion with the refining and adjusting of any equipment or system. 2.6.2. Assist OWNER in training OWNER's staff to operate and maintain the Project. 2.6.3, Assist OWNER in developing systems and proce- dures for control of the operation and maintenance of and record keeping for the Project. 2.6.4. Prepare a set of reproducible record drawings showing record information which ENGINEER consid- ers significant based on the Drawings. Shop Drawings. and other record documents furnished by Contractor to ENGINEER which were annotated by Contractor to show all changes made during constlUct!On. ENGINEER will not be responsible for any errors in or omissions in the information provided by Contractor that is incorpo- rated in the record drawings or other record documents. 2.6.5. In company with OWNER. visit the Project to observe any apparent defects in the completed work. assist OWNER in consultations and discussions with Contractor concerning correction of such defects. and make recommendations as to replacement or correction of defective work. 2.6.6. Provide miscellaneous services as requested by OWNER in connection with Project closeout. 2.6.7. The Operational Phase may commenc~ng the Construction Phase and will temlinate one year after the date of Substantial Completion. The duties and responsibilities of ENG INEER during the Operational Phase as set forth in this paragraph 2.6 are amended and supplemented as indicated in Exhibit A. SECTION 3-ADDITIONAL SERVICES OF ENGINEER 3.1. Additional Services Requiring Authorization in Advance. If authorized in writing by OWNER. ENGINEER shall furnish or obtain from others Additional Services of the Page 7 of 16 pages I 1 types listed in paragraphs 3.1.1 through 3.1.19. inclusive. as amended and supplemented as indicated in Exhibit A. These services are not included as part of Basic Services except to the extent otherwise provided in Exhibit A. These services will be paid for by OWNER as indicated in Section 6. 3.1.1. Preparation of applications and supporting docu- ments (in addition to those furnished under Basic Ser- vices) for private or governmental grants. loans or ad- vances in connection with the Project: preparation or review of environmental assessments and impact state- ments: review and evaluation of the effect on the design requirements of the Project of any such statements and documents prepared by others; and assistance in obtain- ing approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 3.1.2. Services to make measured drawings of or to investigate existing conditions or facilities. or to verify the accuracy of drawings or other information furnished by OWNER. r 3.1.3. Services resulting from evaluation by ENGINEER during the Study and Report Phase at OWNER's request of alternative solutions in addition to those specified in Exhibit A. 3.1.4. Services resulting from significant changes in the scope. extent or character of the portions of the Project designed or specified by ENGINEER or its design re- quirements including, but not limited to, changes in size. complexity, OWNER's schedule, character of construc- tion or method of financing; and revising previously accepted studies. reports. Drawings. Specifications or Contract Documents when such revisions are required by changes in laws, rules. regulations. ordinances. codes or orders enacted subsequent to the preparation of such studies. reports. Drawings. Specifications. or Contract D~ents. or are due to any other causes beyond ENGINEER's control. 3.1.5. Services resulting from facts revealed about con- ditions: 3.1.5.1. which are different from information about such conditions that OWNER previously provided to ENGINEER under paragraph 4.4 and upon which ENGINEER was entitled to rely; or 3.1.5.2. as to which OWNER had responsibility to provide information under paragraph 4.4 if such infor- mation was not previously provided. 3.1.6. Providing renderings or models for OWNER's use. 3.1.7. Preparing documents for alternate bids requested by OWNER for Contractor's work which is not executed or documents for out-of-sequence work. 3.1.8. Undertaking investigations and studies including, but not limited to. detailed consideration of operations. maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals: assistance in obtaining financing for the Project: evaluating processes available for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials. equip- ment and labor: and audits or inventories required in connection with construction performed by OWNER. 3.1.9. Furnishing services of ENGJNEER's Consultants for other than Basic Services: and furnishing data or services of the types described in paragraph 4.4 when OWNER employs ENGINEER to provide such data or services in lieu of furnishing the same under paragraph 4.4. 3.1.10. Services attributable to a variation in the number of prime contracts from the number :5pecified in Exhibit A for work designed or specified by ENGINEER. 3.1.11. . Services during out-of-town travel required of ENGINEER other than visits to the site or OWNER's office as required by Section 2. 3.1.12. Preparing for. coordinating with. participating in and responding to structured independent review pro- cesses. including. but not limited to. Construction Man- agement. Cost Estimating, Project Peer Review, Value Engineering and Constructability Review requested by OWNER: and performing or furnishing services required to revise studies. reports. Drawings. Specifications or Contract Documents as a result of nch review processes. 3.1.13. Detennining the acceptabdity of substitute ma- terials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. 3.1.14. Assistance in connection with bid protests. rebid- ding or renegotiating contracts for construction. materials. equipment or services. except when such assistance is required to complete services called for in paragraph E7.2.5. if Exhibit E is a part of this Agreement. 3.1.15. Providing field ~lJrvPYs for ri~~ig;1 pl:lFf'03f:3. en- gineering surveys and staking to enable Contractor to proceed with its work, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. Page 8 of 16 pages -, 3.1.16. Preparation of operating, maintenance and staff- ing manuals to supplement Basic Services under para- graph 2.6.3. 3.1.17. Preparing to serve or serving as a consultant or witness for OWNER in any litigation. arbitration or other legal or administrative proceeding involving the Project (except for assistance in consultations which is included as part of Basic Services under paragraphs 2.1.3 and 2.3.2). 3.1.18. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER under paragraph 4.12. 3.1.19. Other additional services performed or furnished by ENGINEER in connection with the Project, including servlces which are to be furnished by OWNER under Section 4, and services not otherwise provided for in this Agreement. 3.2. Required Additional Services. When required by the Contract Documents in connection with the performance or furnishing of ENGINEER's services during the Construction Phase, ENGINEER shall perform or furnish, without waiting for specific authorization from OWNER, Additional Services of the types listed in paragraphs 3.2.1 through 3.2.6, inclusive. These services are not included as part of Basic Services except to the extent provided in Exhibit A. Required Additional Services will be paid for by OWNER as indicated in Section 6. ENGINEER shall advise OWNER in writing promptly after starting any such Additional Services. 3.2.1. Services in connection with Work Change Direc- tives and Change Orders to reflect changes requested by OWNER if, because of the method of compensation agreed upon by OWNER and ENGINEER. the resulting change in compensation for Basic Services is not com- mensurate with the extent of the additional services rendered. ~ 3.2.2. Services in making reVlSlOns 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 contract in evaluating and determining the acceptability of a substi- tution which is inappropriate for the Project or an exces- sive number of substitutions. 3.2.3. Services resulting from significant delays. changes or price increases occurring as a direct or indirect result of materials, equipment or energy shortages. 3.2.4. Additional or extended services during construc- tion made necessary by (1) work damaged by fire or other cause during construction. (2) a significant amount of defective. neglected or delayed work of Contractor. (3) acceleration of the progress schedule involving services beyond normal working hours, or (4) default by Contrac- tor. 3.2.5. Services (other than Basic Services during the Operational Phase) in connection with any partial utiliza- tion of any part of the Project by OWNER prior to its Substantial Completion. 3.2.6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the work. SECTION 4-0WNER'S RESPONSIBILmES Except as otherwise provided in Exhibit A. OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER and shall bear all costs incident thereto: 4.1. Designate in writing a person to act as OWNER's representative with respect to the services to be per- formed or furnished by ENGINEER under this Agree- ment. Such person will have complete. authority to trans- mit instructions, receive information. interpret and define OWNER's policies and decisions with respect to ENGI- NEER's services for the Project. 4.2. Provide all criteria and full information as to OWN- ER's requirements for the Project, including design ob- jectives and constraints. space, capacity and performance requirements. flexibility and expendability, and any bud- getary limitations: and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications. 4.3. Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. 4.4. Furnish to ENGINEER. as requested by ENGI- NEER for performance of Basic Services or as required by the Contract Documents. the following: 4.4.1. data prepared by or services of others. including without limitation explorations and tests of subsurface conditions at or contiguous to the site. drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site. or hydrographic surveys: Page 9 of 16 pages 4.4.2. the services of an independent testing labora- tory to perform all inspections. tests and approvals of samples. materials and equipment prior to and after installation. or to evaluate the performance of materi- als. equipment and facilities of OWNER. prior to specification. and during construction; 4.4.3. appropriate professional interpretations of all of the foregoing; 4.4.4. environmental assessments. audits, investigations and impact statements. and other relevant environmen- tal or cultural studies as to the Project, the site and adjacent areas; 4.4.5. field surveys for design purposes and property, boundary. easement, right-of-way, topographic and util- ity surveys or data, including relevant reference points; 4.4.6. property descriptions; 4.4.7. zoning, deed and other land use restrictions; and 4.4.8. other special data or consultations not covered in Section 2. OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness of all reports. data and other information furnished pursuant to this paragraph. ENGINEER may use such reports, data and information in performing or furnishing services under this Agreement. 4.5. Provide, as required by the Contract Documents, engineering surveys and staking to enable Contractor to proceed with the layout of the work. and other special field surveys. 4.6. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. 4.7. Examine all alternate solutions. studies, reports, sketches. Drawings. Specifications, proposals and other documents presented by ENGINEER (including obtain- ing advice of an attorney, insurance counselor and other consultants as O\VNER deems appropriate with respect to such examination) and render in writing decisions pertaining thereto. 4.8. Provide approvals and permits from all governmen- tal authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER and such approvals and consents from others as may be necessary for completion of such portions of the Project. 4.9. Provide. as may be required for the Project: 4.9.1. accounting, bond and financial advisory. inde- pendent cost estimating and insurance counseling ser- vices; 4.9.2. such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project. including any that may be raised by Contractor; and 4.9.3. such auditing services as OWNER may require to ascertain how or for what purpose Contractor has used the moneys paid on account of the Contract Price. 4.10. Provide such inspection or monitoring services by an individual or entity other than ENGINEER as OWNeR may desire to verify: 4.10.1. that Contractor is complying with any law. rule, regulation, ordinance, code or order applicable to Con- tractor's performing and furnishing the work; or 4.102. that Contractor is taking all necessary precau- tions for safety of persons or property and complying with any special provisions of the Contract Documents applicable to safety. ENGINEER does not undertake in this Agreement to perform the services referred to in 4.10.1 and 4.10.2 above. The identity of any- individual or entity em- ployed to perform such services and the scope of such services will be disclosed to ENGINEER. 4.11. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to perform or furnish services in regard to the Project, including, but not limited to, Construction Man- agement, Cost Estimating, Project Peer Review, Value Engineering and Constructability Review. If OWNER designates a person or entity other than. or in addition to, c:.:::>ENGINEER to represent OWNER at the site, OWNER shall define and set forth in an exhibit that is to be mutually agreed upon and attached to and made a part of this Agreement before such services begin. the duties. responsibilities and limitations of authority of such other party and the relation thereof to the duties, responsibili- ties and authority of ENGINEER. 4.12. Prior to the commencement of the Construction Phase. notify ENGINEER of any variations in the lan- guage of the Notice of Acceptability of Work, or of any notice or certification other than such Notice that ENGI- NEER will be requested to provide to OWNER or third parties in connection with the financing or completion of the Project. OWNER and ENGINEER shall reach agree- ment on the terms of any such requested notice or Page 10 of 16 pages certification and OWNER shall authorize such Addi- tional Sc::rvices as are necessary to enable ENGINEER to provide the notice or certification requested under this paragraph. 4.13. If more than one prime contract is to be awarded for work designed or specified by ENGINEER designate a person or entity to have authority and responsibility for coordinating the activities among the various prime con- tractors, and define and set forth the duties, responsibili- ties and limitations of authority of such person or entity and the rdation thereof to the duties. responsibilities and authority of ENGINEER in an exhibit that is to be mutually agreed upon and attached to and made a part of this Agreement before such services begin. 4.14. Furnish to ENGINEER data or estimated figures as to OWNER's anticipated costs for services to be provided by others for OWNER (such as services pursu- ant to paragraphs 4.4. 4.5 and 4.7 through 4.14. inclusive) and other costs of the types referred to in paragraph 2.1.5 so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's opinion of Total Project Costs. 4.15. Attend the pre-bid conference. bid opening, pre- construction conferences, construction progress and other job related meetings and Substantial Completion and final payment inspections. 4~6. Give prompt written notice to ENGINEER when- ever OWNER observes or otherwise becomes aware of any development that affects the scope or time of perfor- mance or furnishing of ENGINEER's services, or any defect or nonconformance in ENGINEER's services or in the work of any Contractor. 4.17. Furnish. or direct ENGINEER to provide. Addi- tional Services as stipulated in paragraph 3.1 of this Agreement or other services as required. ~ SECTION 5-TIMES FOR RENDERING SERVICES 5.1. ENGINEER's services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Construction Phase. Unless specific peri- ods of time or specific dates for providing services are specified in this Agreement, ENGINEER's obligation to render services hereunder will extend for a period which may reasonably be required for the design, award of con- struction contracts, construction and initial operation of the Project including extra work and required extensions thereto. 5.2. If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such periods of time or dates are changed through no fault of ENGINEER. the rates and amounts of compensation provided for herein shall be subject to equitable adjust- ment. If OWNER has requested changes in the scope. extent or character of the Project. the time of perfor- mance of ENGINEER's services shall be adjusted equi- tably. 5.3. If OWNER fails to give prompt written authoriza- tion to proceed with any phase of services after comple- tion of the immediately preceding phase. or if the Con- struction Phase has not commenced within the stipulated period identified in this Agreement (plus such additional time as may be required to complete the services called for under paragraph E7.2.5 of Exhibit E is a part of this Agreement) after completion of the Final Design Phase . or does not proceed in an orderly and continuous pro- gression. ENGINEER may, after giving seven days' writ- ten notice to OWNER. suspend services under this Agree- ment. SA. If ENGINEER's services for design or during con- struction of the Project are delayed or suspended in whole or in part by OWNER: 504.1. for more than three months through no fault of ENGINEER. ENGINEER shall be entitled to equita- ble adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect. among other things. reasonable costs incurred by EN- GINEER in connection with such delay or suspension and reactivation and the fact that the time for perfor- mance under this Agreement has been revised: or 504.2. for more than one year through no fault of ENGINEER. or if ENGINEER for any reason is required to render Construction Phase services more than one year after Substantial Completion is achieved. the rates and amounts of compensation provided for elsewhere in this Agreement will be subject to equitable adjustment to reflect. among other things, changes in the various elements that comprise such rates of com- pensation. 5.5. In the event that the work designed or specified by ENGINEER is to be performed or furnished under more than one prime contract. or if ENG INEER's services are to be separately sequenced with the work of one or more prime contractors (such as in the case of fasHracking), OWNER and ENGINEER shall. prior to commence- ment of the Final Design Phase. develop a schedule for performance of ENGINEER's services during the Final Design. Bidding or Negotiating and Construction Phases Page 11 of 16 pages in order to sequence and coordinate properly such ser- vices as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in Exhibit A whether or not the work under such contracts is to proceed concurrently. SECTION 6-PAYMENTS TO ENGINEER FOR SERVlCES AND REIMBURSABLE EXPENSES 6.1. Methods of Payment for Services and Expenses of ENGINEER. 6.1.1. For Basic Services. OWNER shall pay ENGI- NEER for Basic Services performed or furnished under Section 2 on the basis set forth in Exhibit B. 6.1.2. For Additional Services. OWNER shall pay EN- GINEER for Additional Services performed or furnished under Section 3 on the basis set forth in Exhibit B. 6.1.3. For Reimbursable Expenses. In addition to pay- ments provided for in paragraphs 6.1.1 and 6.1.2, OWNER shall pay ENGINEER for Reimbursable Expenses in- curred by ENGINEER and ENGINEER's Consultants as set forth in Exhibit B. The amount payable for Reim- bursable Expenses will include a factor to the extent so indicated in Exhibit B. 6.1. Other Provisions Concerning Payments. 6.2.1. Preparation of Invoices. Invoices for Basic and Additional Services and Reimbursable Expenses will be prepared in accordance with ENGINEER's standard invoicing practices and will be submitted to OWNER by ENGINEER at least monthly. The amount billed for Basic Services and Additional Services in each invoice will be calculated on the basis set forth in Exhibit B. Invoices are due and payable on receipt. 6.2.2. Unpaid Invoices. If OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after receipt of ENGINEER's invoice therefor. the amounts due ENGINEER will be increased at the rate of 1.5% per month (or the maximum rate of interest permitted by law. if less) from said thirtieth day: and, in addition. ENGINEER may. after giving seven days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services. expenses and charges. Pay- ments will be credited first to interest and then to princi- pal. In the event of a disputed or contested billing. only that portion so contested may be withheld from payment. and the undisputed portion will be paid. 6.23. Payments Upon Termination. 6.2.3.1. Termination by OWNER for CaLise. In the event of termination by OWNER for cause under paragraph 8.1.1: 6.2.3.1.1. Upon the completion of any phase of Basic Services. progress payments due ENGINEER in accordance with this Agreement for all such ser- vices performed or furnished by ENGINEER and ENGINEER's Consultants through the completion of such phase will constitute total payment for such services. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Ex- penses. 6.2.3.1.2. During any phase of the Basic Services. ENGINEER also will be paid for such services performed or furnished in accordance with this Agree- ment by ENGINEER during that phase through the date of termination on the basis specified in Exhibit B. ENGINEER also will be paid for the charges of ENGINEER's Consultants employed to perform or furnish Basic Services to the extent such services have been performed or furnished in accordance with this Agreement through the effective date of the termi- nation. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Ex- penses. 6.2.3.2. Termination by OWNER for Convenience. In the event of termination by OWNER under paragraph 8.1.2: 6.2.3.2.1. Upon the completion of any phase of Basic Services, progress payments due ENGINEER in accordance with this Agreement for all such ser- vices performed or furnished by ENGINEER and ENGINEER's Consultants through the completion of such phase will constitute total payment for such services. ENGINEER also will be paid for all unpaid Additional s-ert'ices and unpaid Reimbursable Ex- penses. and for termination expenses under subpara- graph 6.2.3.2.3 below. 6.2.3.2.2. During any phase of Basic Services. EN- GINEER also will be paid for such services per- formed or furnished by ENGINEER during that phase through the date of termination on the basis specified in Exhibit B. In addition. ENGINEER will be paid for the charges of ENGINEER's Consultants employed to perform or furnish Basic Services through the effective date of the termina- tion. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Ex- penses. and for termination expenses under sub- paragraph 6.2.3.2.3 below. Page 12 of 16 pages '. 6.2.3.2.3. In the event of termination by OWNER for convenience during or at completion of any phase of Basic Services. OWNER shall pay ENGINEER's reasonable expenses directly attributable to termina- tion in accordance with rates applicable to the various categories of Additional Services measured from the date of termination. including other fair and reason- able sums for overhead and profit. and costs of terminating contracts with ENGINEER's Consult- ants. 6.2.3.3. Termination By ENGINEER for Cause. In the event of termination by ENGINEER for cause under paragraph 8.1.1. ENGINEER shall be entitled to re- ceive compensation calculated as set forth in paragraph 6.2.3.2. 6.2.4. Records of ENGINEERs Costs. Records of EN- GINEER's costs pertinent to ENGINEER's compensa- tion under this Agreement will be kept in accordance with generally accepted accounting practices. Copies will be made available to OWNER at cost on request prior to final payment for ENGINEER's services. SECTION 7-0PINIONS OF COST 7.1. Opinions of Probable Construction Cost. ENGINEER's opinions of probable Construction Cost provided for herein are to be made on the basis of ENGINEER's experience and qualifications and repre- sent ENGINEER's best judgment as an experienced and qualified professional engineer generally familiar with the construction industry. However. since ENGINEER has no control over the cost of labor, materials. equipment or services furnished by others. or over the Contractor's methods of determining prices. or over competitive bid- ding or market conditions. ENGINEER cannot and does not guarantee that proposals. bids or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER. If OWNER wishes greater assurance as to probable Construction Cost. OWNER shall employ an independent cost estimator as provided in paragraph 4.9.1. 7.2. Designing to Construction Cost Limit. If a Construction Cost limit is established between OWNER and ENGINEER. such Construction Cost limit and a statement of ENGINEER's rights and responsibilities with respect thereto will be specifically set forth in Exhibit E. "Construction Cost Limit", to this Agreement. 7.3. Opinions of Total Project Costs. ENGINEER assumes no responsibility for the accuracy of opinions of Total Project Costs provided for in Section 2. SECTION 8-GENERAL CONSIDERATIONS 8.1. Tennination. The obligation to provide further servIces under this Agreement may be terminated: 8.1.1. For cause. 8.1.1.1. by either party upon thirty days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins. within seven days of receipt of such notice. to correct its failure to perform and proceeds diligently to cure such failure within no more than thirty days of receipt thereof: provided, however. that if and to the extent such substantial failure cannot be reasonably cured within such thirty-day period. and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same. then the cure period provided from herein shall extend up to. but in no case more than. sixty days after the date of receipt of the notice. 8.1.1.2. by ENGINEER: 8.1.1.2.1. upon seven days' written notice if ENGI- NEER believes that ENGINEER is being requested by OWNER to furnish or perform services contrary to ENGINEER's responsibilities as a licensed design professional: or 8.1.1.2.2. upon seven days' written notice if the ENGINEER's services for design or during the con- struction of the Project are delayed or suspended for more than ninety days for reasons beyond ENGI- NEER's control. c:.:=- 8.1.1.2.3. In the case of termination under this para- graph 8.1.1.2. ENGINEER shall have no liability to OWNER on account of such termination. 8.1.2. For convenience. by OWNER effective upon the receipt of notice by ENGINEER. 8.2. Reuse of Documents. All documents including Drawings and Specifications provided or furnished by ENGINEER (or ENGINEER's Consultants) pursuant to this Agreement are instruments of service in respect of the Project. and ENG INEER and ENGINEER's Consultants. as appropriate. shall retain an Page 13 of 16 pages ownership and property interest therein (including the right of reuse by and at the discretion of ENGINEER and ENGINEER's Consultants. as appropriate) whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others: however. such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any such reuse without written verification or adaptation by ENGINEER and ENGINEER's Consultants. as appro- priate. for the specific purpose intended will be at OWN- ER's sole risk and without liability or legal exposure to ENGINEER. or to ENGINEER's Consultants. and OWNER shall indemnify and hold harmless ENGI- NEER and ENGINEER's Consultants from all claims, damages. losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verifica- tion or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 8.3. Insurance. 8.3.1. ENGINEER shall procure and maintain insur- ance as set forth in Exhibit F, "Insurance". for protection from claims under workers' compensation acts. claims for damages because of bodily injury including personal injury. sickness or disease or death of any and all employ- ees or of any person other than such employees. and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. ENGI- NEER shall list OWNER as an additional insured on ENGINEER's general liability insurance policy. 8.3.2. OWNER shall list ENG INEER and ENG INEER 's Consultants as additional insureds on any general liability or property insurance policies carried by OWNER which \~ applicable to the Project. OWNER shall require Contractor to purchase and maintain general liability and other insurance as specified in the Contract Documents and to list ENGINEER and ENGINEER's Consultants as additional insureds with respect to such liability. prop- erty and other insurance purchased and maintained by Contractor. All policies of property insurance shall con- tain provisions to the effect that ENGINEER's and ENGINEER's Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insured or additional insureds thereunder. 8.3.3. At any time OWNER may request that ENGI- NEER, at OWNER's sole expense. provide additional insurance coverage. different limits or revised deductibles in excess of those specified in Exhibit F. If so requested by OWNER. and if commercially available. ENGINEER shall obtain and shall require ENGINEER's Consultants to obtain such additional insurance coverage. different limits or revised deductibles. for such periods of time as requested by OWNER. at OWNER's sole expense. and Exhibit f will be supplemented to incorporate these req uirements. 8.4. ControUing Law. This Agreement is to be governed by the law of the principal place of business of ENGINEER. 8.5. Successors and Assigns. 8.5.1. OWNER and ENGINEER each is hereby bound and the partners. successors. executors. administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 8.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners. successors, executors. administrators and legal represen- tatives (and said assigns) of such other party, in respect of all covenants. agreements and obligations of this Agree- ment. 8.5.2. Neither OWNER nor ENGINEER may assign, sublet or transfer any rights under or interest (including, but without limitation. moneys that may become due or moneys that are due) in this AgreelT]ent without the written consent of the other, except to the extent that any assignment. subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment. no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 8.5.3. Unless expressly provided otherwise in this Agree- ment: 8.5.3.1. Nothing in this Agreement shall be construed to create. impose or give rise to any duty owed by ENGINEER to any Contractor. Subcontractor. Sup- plier. other person or entity. or to any surety for or employee of any of them. or give any rights in or benefits under this Agreement to anyone other than OWNER and ENGINEER. 8.5.3.2. All duties and responsibilities undertaken pur- suant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. The OWNER agrees that the substance of the provisions of this paragraph shall appear in the Contract Documents. 8.6. Dispute Resolution. If and to the extent that OWNER and ENGINEER have agreed on a method and procedure for resolving disputes between them arising out of or relating to this Agree- ment. such dispute resolution method and procedure, if Page 14 of 16 pages any, is set forth in Exhibit G. "Dispute Resolution." OWNER and ENGINEER agree to negotiate in good faith for a period of thirty days from the date of notice of all disputes between them prior to exercising their rights under Exhibit G or other provisions of this Agreement. or under law. 8.7. Allocation of Risks-Indemnification. 8.7.1. To the fullest extent pennitted by law. ENGI- NEER shall indemnify and hold hannless OWNER. OWNER's officers, directors, partners, employees and agents from and against any and all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other pro- fessionals and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of ENGINEER or ENGINEER's officers, di- rectors. partners, employees, agents and ENGlNEER's Consultants in the perionnance and furnishing of ENGI- NEER's services under this Agreement. The indemnifi- cation provision of the preceding sentence is subject to and limited by the provisions agreed to by OWNER and ENGINEER in Exhibit H. "Allocation of Risks". if any. ~ ~ sh 1 indemnify and hold hannless ENGINEER, EN 1- NE 's officers. directors. partners, employees and _ ents and El INEER's Consultants from and against yand all claim costs. losses and damages (includi but not limited to fees and charges of enginee . architects. attorneys an ther professionals and all c rt or arbitra- tion or other dis ute resolution costs) co. ed solely by the negligent acts or missions of 0 1 R or OWNER's officers, directors, po. ners, employ s, agents and OWN- ER's consultants with espect to is Agreement or the Project. 8.7.3. In addition to the in nity provided under para- ent. and to the fullest extent permitted by law, 0\ ER sh indemnify and hold harmless ENGINE and its office , directors. partners, employees, and a ents and ENG 1 ER's Consultants from and again all claims. costs, loss , and damages (including b not limited to all fees a d charges of engineers, chitects, attorneys and other ofessionals and all c rt or arbitration or other dispute esolution costs) used by, arising out of or relating to the p sence. disc rge, release. or escape of Asbestos, PCBs. tro- Ie . Hazardous Waste. or Radioactive Material at. 8.8. Notices. Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears on the signature page to this Agreement (as modified in writing from time to time by such party) and given personally. by registered or certified maiL return receipt requested, by facsimile. or by a nationally recognized overnight courier service. All notices shall be effective upon the date of receipt 8.9. Survival. All express representations, indemnifications or limita- tions of liability made in or given in this Agreement will survive the completion of all services of ENGINEER under this Agreement or the termination of this Agree- ment for any reason. 8.10. Severability. Any provision or part of the Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken. and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER. who agree that the Agreement shall be refonned to replace such stricken provision or part thereof with a valid and enforce- able provision that comes as close as possible to expressing the intention of the stricken provision. SECTION 9-EXHIBITS AND SPECIAL PROVISIONS 9.1. This Agreement is subject to the provisions of the following Exhibits which are attached to and made a part of the Agreement 9.1.1. Exhibit A. "further Description of Basic Engi- neering Services and Related Matters", consisting of pages. 9.1.2. Exhibit B. "Payments to Engineer for Services and Reimbursable Expenses". consisting of _ pages. \..- 9.1.3. Exhibit C. "Duties. Responsibilities and Limita- tions of Authority of Resident Project Representative ". consisting of _ pages. Exhibit D. "Notice of Acceptability o' f _ pages. 9.1.6. Page IS of 16 pages t'-> / 9.2, This Agreement (consisting of pages I to ~. inciusive and the Exhibits identified above) constitutes the entire agreement between OWNER and E~GI- NEER and supersedes all prior 'NTitten or oral under- standings. This Agreement may only ~e amended. sup- piemented. modified or cancelled by a duly executed written inStrument. IN WITNESS VlHEREOF. the parries hereto have executed this Agreement to be effective as of the date first above written, OWNER: Cit 530 ~n""'n'" Sf- 1 Augusta, GA 30911 --=- By: Address for giving notices: 435 Telfair St. Augusta, ,GA 30901 Page 16 of 16 pages .' te" SUGGESTED FORMAT (for use with 1910-L. 1992 Edition) This is EXHIBIT A. consisting of _ pages. referred to in the Agreement between OWNER and ENGINEER for Professional Services. dated , 19 _ . Further Description of Basic Engineering Services and Related Matters Initial: OWNER ENGINEER~ Sections 2. 3. 4 and 5 of the Agreement are amended and supplemented and the time periods for the performance of the Basic Services as indicated in Section 5 of the Agreement are established. all as indicated below: SECTION A2-BASIC SERVICES OF ENGINEER A2.0. General. The Basic Services are premised on the following general scope of professional services: See attached Proposal letter dated April 15, 1999. ~ Page 1 of _ pages (Exhibit A-Basic Services and Related Matters) .. '. . t; '. A2.0.l. The following services listed in Se:::tion 3. "Additional Services". are hereby specifically deleted from that Section and will be performed or furnished by ENGINEER as pan of Basic Services in the phase(sl identified below: .-\2.0.2. The following services listed in Section 4. "OWNER's Responsibilities", are hereby specifically deleted from that Section and will be performed or furnished by ENG INEER as part of Basic Services in the phase(s) identified below: ..\2.0.3. Section 2, "Basic Services of ENGINEER", is hereby amended or supplemented to provide that the following services will be performed or furnished by ENGINEER as pan of Basic Services in the phase(s) identified below: A,2.1. Study and Report Phase. .-\2.1.0. During the Study and Report Phase ENGINEER shall: (insert amendments or supplements to paragraph 2,1.) .-\1.104. ENG INEER shall evaluate the following alternate solutions and. after consultation with OWNER. determine which solutions to recommend in the Report: A2.1.i. ~copies of the Report will be submitted. A2.1.8. Toe Report will be submitted to OWNER within ~ calendar days following the effective date of the Agreement. A2.2. Preliminary Design Phase. .-\2.1.0. During the Preliminary Design Phase ENGINEER shall: (insert amendments or supplements to paragraph 2.2.) A1.2.5.1. ~~ sets of ENGINEER's Preliminary Design documentation will be submitted. ..\2.2.5.1. The preliminary design documentation will be submitted to OWNER within .....9.0- calendar days following written authorization from OWNER to ENGINEER to proceed with the Preiiminary Design Phase servIces. A2.3. Final Design P.hase. .-\2.3.0. During the Final Design Phase ENGINEER shall: (insert amendments or supplements to paragraph 2..3.) ~ .-\2.3.6.1. --'L- sets of Contract Documents will be submitted to OWNER. .-\1.3.6.2. The Contract Documents will be submitted to OWNER within --9..0- calendar days following written authorization from OWNER to ENGINEER to proceed with the Final Design Phase Services. .-\1.3.8. The number of prime contracts ['or work designed or specified by ENG INEER upon which the ENGINEER's compensation has been established under this Agreement is Two [Note: If work designed or specified by ENGINEER is to be performed or furnished under more than one prime contract. this Section A.2 will need to be modified and expanded to cover the completion of different sets of documents for the separate construction phases and the times of performance may have to be staggered. The provisions of paragraph 5.5 will probably apply and it will be necessary to prepare a special schedule for the Final Design Phase Services.] Page 2 of _ pages (Exhibit A-Basic Services and Related Matters) ~ :\.' . A.2.4. A.2.4.0. A.2..5. A.2..5.0. Bidding or Negotiating Phase. During the Bidding or Negotiating Phase ENGINEER shall: (insert amendments or supplements to paragraph 2.4.) [Note: If the work designed or specified by ENGINEER is to be performed or furnished under more than one prime contract. the provisions of paragraph 5,5 will probably apply and it will be necessary to prepare a special schedule for the Bidding or Negotiating Phase Services and the times of performance may have to be staggered.] Construction Phase. During the Construction Phase ENGINEER shall: (insert amendments or supplements to paragraph 2.5.) [Note: If the work designed or specified by ENGINEER is to be performed or furnished under more than one prime contract. the provisions of paragraph 5,5 will probably apply and it will be necessary to prepare a special schedule for the Construction Phase Services and the times of performance may have to be staggered. ] A.2..5.15. The Construction Phase Services will commence within 90 completion of the Final Design Phase. A.2.5.16. A2.6. .-\.2.6.0. A2.6.8. calendar days following the [Note: If an outside date for completion of construction is to be added. it should be added here.] [Note: This change has to be coordinated with those in lj(2.5.15,] Operational Phase. During the Operational Phase ENGINEER shall: (insert amendments or supplements to paragraph 2.6.) J [Note: If an outside date for completion of all services is to be added, it should be added here.] [Note: This change is to be coordinated with those in lj(2.6.6.] SECTION A3-ADDmONAL SERVICES OF ENGINEER' ~ A3.0.1. A3.0.2. A3.0.3. The following services listed in Section 2, "Basic Services", are hereby specifically deleted from that Section and will be performed or furnished by ENGINEER as part of Additional Services under paragraph 3.1 or 3.2 as indicated: The following services listed in Section 4, "OWNER's Responsibilities", are hereby specifically deleted from that Section and will be performed or furnished by ENGINEER as part of Additional Services under paragraph 3.1 or 3.2 as indicated: Section 3, "Additional Services of ENGINEER", is hereby amended or supplemented to provide that the following services will be performed or furnished by ENGINEER as part of Additional Services under paragraph 3.1 or 3.2 as indicated: (insert amendments or supplements to paragraph 3.1 or 3.2 as applicable) Page 3 of _ pages (Exhibit A-Basic Services and Related Matters) .' . ,~>: r'- . SECTION A4-0WNER'S RESPONSIBILITIES A4.0.1. A4.0.2. A4.0.3. A4.11. ~ The following services listed in Section 2. "Basic Services", are hereby specifically deleted from that Section and will be performed or furnished by OWNER as part of OWNER's Responsibilities under Section 4: The following services listed in Section 3, "Additional Services", are hereby specifically deleted from that Section and will be performed or furnished by OWNER as part of OWNER's Responsibilities under Section 4: Section 4, "OWNER's Responsibilities", is hereby amended or supplemented to provide that the following services or responsibilities will be performed or furnished by OWNER as part of OWNER's Responsibilities under Section 4: OWNER intends to employ each of the independent consultants listed below to perform or furnish services in regard to the Project for the respective scope of services listed below for each. Payments to ENGINEER for Services in Section 6 hereof are based on the participation in the Project of OWNER's independent consultants as described herein. (The remainder of this page was left blank intentionally,] Page 4 of _ pages (Exhibit A-Basic Services and Related Matters) . \.:-~~ I SUGGESTED FORMAT (for use with :'-10, i910-i. 1992 Edition) This is EXl-llBIT B. consisting at _ pages. referred to in the Agreement between OWNER und ENGINEER for Professional Services. dated . 19 _ ' Initial: OWNER ENGINEER _ Payments to ENGll'IEER for Services and Reimbursable Expenses Section 6 of the .'\greement is amended and supplemented to include the following agreement or the parties: Lump Sum Method of Payment (with addirional payments on a Salary Costs basis for Resident Project Representative and Operational Phase Services and additional payments for Reimbursable Expenses) SECTION B6-PA":0fE:NiS TO ENGINEER B6.1. Methods of Payment for Services and Expenses of ENG~"EER. B6.I.I. For Basic Ser/ices. O\V~'ER shall pay ENGI- ~ER ror Basic Services as follows: . J.~. f ~ 28 Z , 000 B6.l.Ll, GeneraL A lump sum fee or :5:-.2Q1,....Q:ilii.. for all services of ENGINEER (except for services or ENGINEER's Resident Project Representative performed or furnished under paragraph 2.5.2.1 and Operational Phase services performed or furnished under paragraph 2.6) including services of ENGINEER's Consultanrs. B6.I.l.2.. Residenr Project Represencative Services. For services or ENGINEER's Resident Project Representa- tive performed or ~W1der paragraph 2.5.2.1. an amount equal to ENGINEER's Salary Costs times a factor or.1. 75 for services performed or furnished by principals and employees engaged directly in resident Project representation. B6.I.1.3, Operational Phase Services. For Operational Phase services performed or furnished W1der paragraph 2.6. an amount equal to ENGINEER's Salary COStS times a factor of;cb.L for services performed or fur- nished by principals and employees engaged directly on the Project. B6.1.2. For Additional Services. OWNER shall pay EN- GINEER for Additional Services as follows: B6.I.:?.I. General. For ser/ices of ENGINEER's orin- cipals and employees engaged directly on the Pr~ject performed or furnished ~JUrsuanr to pamgraph 3,1 or 3,2 (except services as a consultant or witness under paragraph 3.1.17). an amount equal to ENGINEER's Saiary COStS times a factor of 2. 1 B6,I.2.2. e'lGIlvEER's Consultants. For services of ENGINEER's Consultants performed or furnished ?ur- suant to !3aragraph 3.1 or 3.2. the amount billed to ENGINEER therefor times a facwr of 1.15 B6.1.2..3. Casc-Plus or Incentive Savings Consrruction Comrac:s. If any contract for work designed or specified by ENGIi'l"EER for the Project contains cost-\Jlus or incentive savings urovlsions for Contractor's basic com- pensation, an a-dditional lump sum fee of :5 2,500 for each such contract for Basic Services under B6.1.1.1 and on the basis indicated in B6.I.l.2 and B6.1.1..3 except that the factors in B6.1.L2 :lI1d B6.1.l..3 shall be: B6.1.1.: B6.1.1..3 B6.1.2.-1-. Se\'erai Prime C()nmu,:ts. If more than one separate prime contract is awarded for work designed or specified by ENG INEER for the Project. :J.n :J.ddi- tional lump sum fee of :s for each such additional prime contract for Basic Ser- vices under B6.l.1.1 :lI1d on tht:: basis indicated in B6.1.1.2 and B6.1.1..3 except that the factors in B6.1.1.2 Page 1 of _ pages (Exhibit B-Lump Sum Method) I,. . ," - It and B6,l.1.3 shall be: B6,1.1.2 B6.l.l3 B6.1.2.5. Serving as a Wimess, For services performed by ENGINEER's principals and employees as consult- ants or witnesses in any litigation, arbitration or other legal or administrative proceeding under paragraph 3.1.17, at the rate of $ 1 nnn per day or any portion thereof (but compensation for time spent in preparing to appear in any such litigation. arbitration or proceeding will be on the basis provided in paragraph B6.1).1). Compensation for ENGINEER's Consult- ants for such services will be on the basis provided in paragraph B6.122. ' B6.1.3. For Reimbursable Expenses. OWNER shall pay ENGINEER for Reimbursable Expenses such as: printinq cost above 5 r.o~ip.s Travel out of Richmond Co. The amount payable to ENGINEER for Reimbursable Expenses will be the charge actually incurred or the imputed cost allocated by ENGINEER therefor times a factor of leave. vacation and holiday pay applicable thereto, The principals of ENG INEER and the imputed current hourly Salary Costs of such principals are as follows: Imputed Hourly Principal (name and title) SalarY Costs Jorge E. Jimenez $ $50 $ $50 $ $50 $ Joseph J. Tankersley J.R. Armstrong B6.1.5. Adjusrmenc of Salary Costs. The Salary Costs and the factor applied to Salary Costs in determining compensation payable to ENGINEER will be adjusted annually and equitably to reflect changes in the various elements that comprise such Salary Costs and factor. All such adjustments will be in accordance with generally accepted accounting practices as applied on a consistent basis by ENGINEER and consistent with ENGINEER's overall compensation practices and procedures. B6.2. Other Provisions Concerning Payments. B6.2.1. Preparation of Invoices. The portion of the amount billed for ENGINEER's services which is on account of the Lump Sum will be based upon ENGINEER's esti- mate of the proportion of the total services actually completed at the time of billing, The portion related to services rendered on a Salary Costs basis will be billed based on the Salary Costs (multiplied by a factor. if any, as stated above) incurred at the time of billing. B6.2.3. Payments Upon Termination. B6.2.3.4. In the event of termination during any phase of the Basic Services, ENGINEER will be paid for B6.1.4. Salary Costs. Salary Costs means salaries and services performed or furnished in accordance with this wages (basic, premium and incentive) paid to personnel Agreement during that phase on the basis of ENGI- plus the cost of customary and statutory benefits includ- NEER's Salary Costs times a factor of for ing, but not limited to. social security contributions, --==-- services performed or furnished during that phase to unemployment. excise and payroll taxes. workers' com- date of termination by ENGINEER's principals and pensation. health and retirement benefits. bonuses, sick employees engaged directly on the Project. [The remainder of this page was left blank intentionally.] Page 2 of _ pages (Exhibit B-Lump Sum Method)