HomeMy WebLinkAboutAlexander Drive Improvements (2)
Augusta Richmond GA
DOCUMENT NAME: ~ L e)(AND€'-~ DR ,:v t:: S y'Y) P(2D '\I1f; M E,1..,rr S
DOCUMENT TYPE: C.O,vir<ACT
YEAR: \ C\ ~ )(
BOX NUMBER:lo
FILE NUMBER: I L{ 0 ~ {p
NUMBER OF PAGES: ~9
~
~ 1f.. 1'/ t!J.:d,
Department of Public Works and Engineering
Jack Murphy, Interim Director
Room 701,530 Greene Street
Augusta, Georgia 30911
(706) 821-1706 FAX (706) 821-1708
Clifford A, Goins, Interim Assistant Director
Public Works - Engineering Division
December 3, 1998
Mr. Tom Robertson
Cranston, Robertson & Whitehurst, P. C.
452 Ellis Street
P. O. Box 2546
Augusta, Georgia 30903-2546
RE: Alexander Drive Improvements
File Reference: 87-056
Project Reference: 57-8215-098.
Dear Mr. Robertson:
Enclosed herewith are the executed Engineering Contracts on the above referenced project for
your records.
Please consider this as your "Notice to Proceed" with the Engineering Services in accordance
with the enclosed contract.
S2:z#;aL
Clifford . Goins
Interim ssistant Director
Public Works - Engineering Division
cc: Mr. Jack Murphy, Interim Director of Public Works, w/copy of Contract
Ms. Teresa Smith, Pre-Construction Engineer, w/copy of Contract
Ms. Lena Bonner, Clerk for Commission, w/original of Contract _
CAG/cjv
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This document has impoliant 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 ap I icable laws of the jurisdiction in which the rofessional services for the Project are to be erformed.
STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of
Ntlv'~\ow-
t~
19 ~g
,
between
Augusta-Richmond County
("OWNER") and
Cranston, Robertson & Whitehurst, P,C,
('ENGINEER"),
OWNER intends to develop plans and solicit bids for the construction of Alexander Drive Improvements ("Project").
OWNER and ENGINEER in consideration of their mutua] covenants herein agree in respect of the performance of
furnishing of professional engineering services by ENGINEER with respect to the Project and the payment for those
services by OWNER as set fOlih 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 15 pages
~
SECTION I--GENERAL
1.] Standard of Care.
ENGINEER shall perform for or furnish to OWNER profes-
sional engineering and related services in all phases of the
Project to which this Agreement applies as hereinafter pro-
vided. ENGINEER shall serve -as OWNER's prime design
professional and engineering rep'resentative for the Project
providing professional engineering consultation and advice
with respect thereto. ENGINEER may employ such ENGI-
NEER's Consultants as ENG INEER deems necessary to assist
in the performance or furnishing of professional engineering.
and related services hereunder. ENGINEER shall not be
required to employ any ENGINEER's Consultant unacceptable
to ENG IN EER.
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 ENG IN EER' s profession practicing under sim ilar
conditions at the same time and in the same locality. ENGI-
N EER makes no warranties, express or implied, under this
Agreement or otherwise, in connection with ENGINEER's
services.
1.2 Coordination with Other Documents.
It is the intention of the parties that the Standard General
Conditions will be used as the General Conditions for the
Project and that all amendments thereof and supplements
thereto will be generally consistent therewith. Except as
otherwise defined herein, the terms which have an initial
capital/etter in this Agreement and are defined in the standard
General Conditions will be used in this Agreement as defined
in the Standard General Conditions. The term "defective" will
be used in this Agreement as defined in the Standard General
Conditions.
1.3 Definitions.
Wherever used in this Agreement the following terms have the
meanings indicated which are applicable to both the singular
and plural thereof:
1.3.1 Additional Services. Additional Services means the
services to be performed for or furnished to OWNER by
ENGINEER described in Section 3 of this Agreement.
1.3.2 Agreement. Agreement means this Standard Form of
Agreement between OWNER and ENGINEER for Profes-
sional Services including those exhibits listed in Section 9 of
this Agreement.
1.3.3 Basic Services. Basic Services means the services to be
performed for or furnished to OWNER by ENGINEER
described in Section 2 of this Agreement.
1,3.4 Construction Cost. Construction Cost means the total
cost to OWNER of those portions of the entire Project de-
signed or specified by ENGINEER. Construction cost does not
include ENGINEER's compensation and expenses, the cost of
land, rights-of-way, or compensation for or damages to
properties, orOWNER's legal, accounting, insurance counsel-
ing or auditing services, or interest and financing charges
incurred in connection with the Project or the cost of other
services to be provided by others to OWNER pursuant to
Section 4 of this Agreement. Construction Cost is one of the
items comprising Total Project Costs,
1.3,5 Contractor. Contractor means the person or entity with
whom OWNER enters into a written agreement covering
construction work to be performed or furn ished with respect to
the Project.
1.3.6 ENGINEER's Consultanl. ENGINEER's Consultant
means a person or entity having a contract with ENG INEER to
perform or furnish Basic or Additional Services as ENGI-
NEER's independent professional associate or consultant
engaged directly on the Project.
1,3.7 Reimbursable Expenses. Reimbursable Expenses means
the expenses incurred directly in connection with the perfor-
mance 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 Reim-
bursable Expenses" ("Exhibit B"),
1,3.8 Resident Project Representative. Resident Project
Representative means the authorized representative of ENG 1-
NEER who will be assigned to assist ENGINEER at the site
during the Construction Phase. The Resident Project Repre-
sentative 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 Representation agreed to by OWNER. The duties and
responsibilities of the Resident Project Representative are set
forth in Exhibit C, "Duties, Responsibilities and Limitations of
Authority of Resident Project Representative" ("Exhibit C"),
1.3.9 Standard General Conditions. Standard General
Conditions means the Standard General Conditions of the
Construction Contract (No. 1910-8) (I990 Edition) of the
Engineers Joint Contract Documents Committee.
1.3,10 Total Project Costs. Total Project Costs means the sum
of the Construction Cost, allowances for contingencies, the
total costs of design professional and related services provided
by ENG lNEER 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
provided by others to OWNER under paragraphs 4.4,4.5 and
4.7 through 4,14, inclusive.
Page 2 of 15 pages
SECTION 2--BASIC SERVICES OF ENGINEER
2.1 Study and Report Phase (Conceptual Design)
Upon this Agreement becoming effective, ENGINEER shall:
2.1. I Consult with OWNER to understand OWNER's require-
ments for the Project and review available data.
2.1.2 Advise OWNER as to the necessity of OWNER's
providing or obtaining from others data or services of the types
described in paragraph 4.4 which are not part of ENGINEER's
Basic Services, and assist OWNER in obtaining such data and
servIces.
2.1.3 Identify and analyze requirements of governmental
authorities having jurisdiction to approve the portions of the
Project designed or specified by ENGINEER with whom
consultation is to be undertaken in connection with the Project
2.1.4 Evaluate various alternate solutions available to
OWNER as described in Exhibit A, and, after consultation
with Owner, recommend to OWNER those solutions which in
ENGINEER's judgment best meet OWNER's requirements for
the Project. This phase is further discussed in Exhibit A and
is called the Conceptual Design Phase.
2. 1.5 Prepare a report (the "Report") which will contain the
statement of OWNER's requirements for the Project, and, as
appropriate, will contain schematic layouts, sketches and
conceptual design criteria with appropriate exhibits to indicate
the considerations involved and those alternate solutions
available to OWNER which ENGINEER recommends. This
Report will be accompanied by ENG INEER'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 ENG INEER and,
on the basis of information furnished by OWNER, allowances
for other items and services included within the definition of
Total Project Costs.
2.1.6 Furnish the Repori 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-1n--the
I,Ulllb'l 5,t fel!!, ilo Ld,ibit A.
2.1.8 Sl,blll;t tl" R'pelt ,,;0';11 tl" 5tipulatGd pCI iod ilodicatGd
in L<Libit A,
2.1.9 ENGINEER's services under the Study and Report
Phase will be considered complete at the earlier of (I) the date
when the Report has been accepted by OWNER or (2) thirty
days after the date when such Report is delivered to OWNER
for final acceptance, plus in each case such additional time as
may be considered reasonable for obtaining approval of
governmental authorities having jurisdiction to review the
portions of the Project designed or specified by ENGINEER,
if such approval is to be obtained during the Study and Report
Phase,
The duties and responsibilities of ENGINEER during the
Study and Report Phase as set forth in this paragraph 2.1 are
amended and supplemented as indicated in Exhibit A,
2.2 Preliminary Design Phase.
After acceptance by OWNER of the Conceptual Design,
selection by OWNER of a recommended solution and indica-
tion of any specific modifications or changes in the scope,
extent, character or design requirements of the Project desired
by OWNER, and upon written authorization from OWNER,
ENGINEER shall:
2.2.1 On the basis of the report, the recommended solution
selected by OWNER and the specific modifications or changes
in the scope, extent, character or design requirements of the
Project agreed upon by OWNER and ENGINEER, prepare
Preliminary Design documents consisting of final design
criteria, prelim inary drawings, outline specifications and
written descriptions of the Project.
2.2.2 Advise OWN ER if additional reports, data or other
information or services of the types described in paragraph 4.4
are necessary and assist OWNER in obtaining such repOlis,
data or other information and services.
2.2,3 Based on the information contained in the Preliminary
Design documents, submit a revised opinion of probable
Construction Cost and any adjustments to Total Project Costs
known to ENGINEER, which will be itemized as provided in
paragraph 2.1.5.
2.2.4 Furnish the Preliminary Design documents to and review
them with OWNER.
2.2,5 Submit the Preliminary Design documents and revised
opinion of probable Construction Cost within the stipulated
period indicated in Exhibit A.
2.2.6 ENGINEER's services under the Preliminary Design
Phase will be considered complete atthe earlier of (l) the date
when the Preliminary Design documents have been accepted
by OWNER or (30) thirty days after the date when such
Preliminary Design documents are delivered to OWNER for
final acceptance, plus in each case such additional time as may
be considered reasonable for obtaining approval of governmen-
tal authorities having jurisdiction to approve the Preliminary
Design documentation, if such approval is to be obtained
during the Preliminary Design Phase.
The duties and responsibilities of ENGINEER during the
Preliminary Design Phase as set forth in this paragraph 2.2 are
amended and supplemented as indicated in Exhibit A.
Page 3 of ] 5 pages
2.3
Final Design Phase.
After acceptance by OWNER of the Preliminary Design Phase
documents and revised opinion of probable Construction Cost
and indication of any specific modifications or changes in the
scope, extent, character or design requ irements of the Project
desired by OWNER, and upon written authorization from
OWNER, ENGINEER shall:
2.3.1 On the basis of the accepted Preliminary Design docu-
ments, the mod ifications or changes in the scope, extent,
character or design requirements of the Project agreed upon by
OWNER and ENG INEER and the revised opinion of probable
Construction Cost, prepare for incorporation in the Contract
Documents final Drawings showing the scope, extent and
character of the work to be performed and furnished by
Contractor and Specifications (which will be prepared, where
appropriate, in general conformance with the sixteen division
format of the Construction Specifications Institute).
2.3.2 Provide technical criteria, written descriptions and
design data forOWNER's use in filing applications for permits
with or obtaining approvals of such governmental authorities
as have jurisdiction to revie\v or approve the final design of the
Project, and assist OWNER in consultations with appropriate
authorities.
2.3.3 Advise OWNER of any adjustments to the opinion of
probable Construction Cost and any adjustments to Total
Project Costs known to ENGINEER, itemized as provided in
paragraph 2.1.5, as a result of changes in scope, extent or
character or design requirements of the Project.
2.3.4 Prepare for review and approval by OWNER, its legal
counsel and other advisors, contract agreement forms, general
conditions and supplementary conditions, and (where appropri-
ate) 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 preparation of other related documents.
2.3.5 Furnish the above documents, Drawings and Specifica-
tions to and review them with OWNER.
2.3.6 Submit the above documents, Drawings and$pecifica-
tions and a revised opinion of probable Construction Cost
within the stipulated period indicated in Exhibit A.
2.3.7 ENGINEER's services under the Final Design Phase
will be considered complete at the earlier of (I) the date when
the submittals have been accepted by OWNER or (2) thirty
days after the date when such subm ittals are delivered to
OWNER for final acceptance, plus in each case such additional
time as may be considered reasonable for obtaining approval
of governmental authorities having jurisdiction to approve the
portions of the Project designed or specified by ENGINEER,
if such approval is to be obtained during the Final Design
Phase.
The duties and responsibilities ofENG INEER 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 authorization to proceed, ENGINEER
shall :
2.4.1 Assist OWNER in advertising for and obtaining bids or
negotiating proposals for the contract for construction, materi-
als, 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 sub con-
tractors, suppliers and other persons and entities proposed by
Contractor for those portions of the work as to which such
acceptability is required by the Bidding Documents.
2.4.4 Attend the bid opening, prepare bid tabulation sheets and
assist OWNER in evaluating bids or proposals and in assem-
bling and awarding contracts for construction, materials,
equipment and services.
2.4.5 The Bidding or Negotiating Phase will terminate and the
services to be performed or furnished thereunder will be
considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective
Contractors (except as may otherwise be required to complete
the services called for in paragraph E7,2,S, if Exhibit E is a
part of this Agreement).
The duties and responsibilities of ENGINEER during the
Bidding or Negotiating Phase are set forth in this paragraph 2.4
as amended and supplemented as indicated in Exhibit A,
2.5 Construction Phase
During the Construction Phase:
2.5.1 General Administration of Construction Contract.
ENGINEER shall consult with and advise OWNER and act as
OWNER's representative as provided in the standard General
Conditions. The extent and limitations of the duties, responsi-
bilities and authority of ENGINEER as assigned in said
Standard General Conditions shall not be modified, except to
Page 4 of 15 pages
the extent provided in Exhibit A and except as ENGINEER
may otherwise agree in writing. All of OWNER's instructions
to Contractor will be issued through ENGINEER who shall
have authority to act on behalf of OWNER in dealings with
Contractor to the extent provided in this Agreement and said
Standard General Conditions except as otherwise provided in
writing,
2.5.2 Visits to Site and Observation of Construction. In
connection with observations of the work of Contractor while
it is in progress:
2.5.2.] ENGINEER shall make visits to the site at intervals
appropriate to the various stages of construction as ENG 1-
NEER deems necessary in order to observe as an experi-
enced and qualified design professional the progress and
quality of the various aspects of Contractor's work. In
additiOl" CNGINCCR sl,all plovide. tile. ~e.1 vices of a
Re.side.lIt rl oje.et RGpl G~GlItdti v (. fit tJ.c. !>itG to assist CNG I
NCCR "lid to plovide I"OIG cOI,til,UOllS obsel vations of
sue!. ,yolk. Tile ftlllIi!>l.ing of sud, Re.~idclIt rlOject
ReplcscntlltivG SG! viGGS vvill l.c>t c<tGlld CNGINCLR's
1G.';pollsibilitk!> 01 /\uthol ity bCyOI,d the SIKcific limits set
FOlth c1se~"clc in this palaglapl, 2.5, Such visits and
observations by ENGINEER /\lld t1,c R.csid('lIt PlOjcct
RepleselIt"ti ve are not intended to be exhaustive or to
extend to every aspect of the work in progress, or to involve
detailed inspections of the work beyond the responsibilities
specifically assigned to ENG INEER 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 tl,e
Resident I'lojcGt Repl "s"l,tfiti vc. Based on information
obtained during such visits and such observations, ENG 1-
NEER shall endeavor to determine in general if such work
is proceeding in accordance with the Contract Documents
and ENGINEER shall keep OWNER informed of the
progress of the work. The responsibilities of ENGINEER
contained in this paragraph are expressly subject to the
limitations set forth in paragraph 2.5.2,2 and otller express
or general limitations in this Agreement and elsewhere,
2.5.2.2 The purpose of ENGINEER's visits to---md-
I Gpl GS('i1tatiol, by tl,,, R.Gsid,,"t PI oj""t R"PI GSGlItati ve atthe
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 addi-
tion, by the exercise of ENG IN EER' s efforts as an experi-
enced and qualified design professional, to provide for
OWNER a greater degree of confidence that the completed
work of Contractor will conform in general to the Contract
Documents and that the integrity of the design concept of
the completed Project as a functioning whole as indicated
in the Contract Documents has been implemented and
preserved by Contractor. On the other hand, ENGINEER
shall not, during such visits or as a result of such observa-
tions 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, meth-
ods, techniques, sequences or procedures of construction
selected by Contractor, for safety precautions and programs
incident to the work of Contractor or for any failure of
Contractor to comply with laws, rules, regulations, ordi-
nances, codes or orders applicable to Contractor's furnish-
ing 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,
2.5.3 Delective Work. During such visits and on the basis of
such observations, ENG1NEER shall have authority to disap-
prove of or reject Contractor's work while it is in progress if
ENGINEER believes that such work will not produce a
completed Project that conforms generally to the Contract
Documents or that it will prejudice the integrity of the design
concept of the completed Project as a functioning whole as
indicated in the Contract Documents.
2.5.4 Clarifications and Interpretations; Field Orders.
ENGINEER shall issue necessmy clarifications and interpreta-
tions of the Contract Documents as appropriate to the orderly
completion ofthe work. Such clarifications and interpretations
will be consistent with the intent of and reasonably inferable
from the Contract Documents. ENGINEER may issue Field
Orders authorizing minor variations from the requirements of
the Contract Documents.
2.5.5 Change Orders and Work Change Directives. ENGI-
NEER shall recommend Change Orders and Work Change
Directives to OWNER as appropriate, and shall prepare
Change Orders and Work Change Directives as required.
2.5.6 Shop Drawings. ENGINEER shall review and approve
(or take other appropriate action in respect of) Shop Drawings
and Samples and other data which Contractor is required to
submit, but only for conformance with the information given
in the Contract Documents and compatibility with the design
concept of the Completed Project as a functioning whole as
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.
2,5.7 Substitutes. ENGINEER shall evaluate and determine
the acceptability of substitute or "or-equal" materials and
equipment proposed by Contractor, but subject to the provi-
sions of paragraph 3.2.2.
2.5.8 Inspections and Tests. ENGINEER may require special
inspections or tests of the work, and shall receive and review
all certificates of inspections, tests and approvals required by
laws, rules, regulations, ordinances, codes, orders or the
Contract Documents. ENGINEER's review of such certifi-
cates will be for the purpose of determining that the results
Page 5 of I 5 pages
certified indicate compliance with the Contract Documents and
will not constitute an independent evaluation that the content
or procedures of such inspections, tests or approvals comply
with the requirements of the Contract Documents, ENGI-
NEER shall be entitled to rely on the results of such tests.
2.5.9 Disagreements between OWNER and Contractor.
ENGINEER shall render: the initial decisions on all claims of
OWNER and Contractor relating to the acceptability of the
work or the interpretation of the requirements of the Contract
Documents pertaining to the execution and progress of the
work. In rendering such decisions, ENGINEER shall be fair
and not show partiality to OWNER or Contractor and shall not
be liable in connection with any decision rendered in good
faith in such capacity.
2.5.10 Applicationsfor Payment. Based on ENGINEER's on-
site observations as an experienced and qualified design
professional and on review of Applications for Payment and
the accompanying data and schedules:
2.5.10.1 EN G IN EER shall determ ine the amounts that
ENGINEER recommends Contractor be paid. Such
recommendations of payment will be in writing and will
constitute ENG INEER's representation to OWNER, based
on such observations and review, that, to the best of the
ENG INEER' s know ledge, information and bel ief, the work
has progressed to the point indicated, the quality of such
work is generally in accordance with the Contract Docu-
ments (subject to an evaluation of such work as a function-
ing whole prior to or upon Substantial Completion, to the
results of any subsequent tests called for in the Contract
Documents and to any other qualifications stated in the
recommendation), and the conditions precedent to Contrac-
tor'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, ENGI-
NEER's recommendations of payment will include final
determinations of quantities and classifications of such
work (subject to any subsequent adjustments allowed by the
Contract Documents). The responsibilities of ENGINEER
contained in paragraph 2.5.\ 0.\ 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 ENG INEER shall
not thereby be deemed to have represented that on-site
observations made by ENGINEER to check the quality or
quantity of Contractor's work as it is performed and
furnished have been exhaustive, extended to every aspect
of the work in progress, or involved detailed inspections of
the work beyond the responsibilities specifically assigned
to ENGINEER in this Agreement and the Contract Docu-
ments. Neither ENG INEER's review of Contractor's work
for the purposes of recommending payments nor ENG 1-
NEER's recommendation of any payment (including final
payment) will impose on ENGINEER responsibility to
supervise, direct or control such work or for the means,
methods, techn iques, sequences or procedures of construc-
tion or safety precautions or programs incident thereto, or
Contractor's compliance with laws, rules, regulations,
ordinances, codes or orders applicable to Contractor's
furnishing and performing the work. It will also not impose
responsibility on ENGINEER to make any examination to
ascertain how or for what purposes Contractor has used the
moneys paid on account of the Contract Price, or to deter-
mine 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 0 WN ER and Contractor that
might affect the amount that should be paid.
2.5,11 Contractor's Completion Documents. ENGINEER
shall receive, review and transmit to owner with written
comments maintenance and operating instructions, schedules,
guarantees, Bonds, certificates or other evidence of insurance
required by the Contract Documents, certificates of inspection,
tests and approvals, and marked-up record documents (includ-
ing Shop Drawings, Samples, and other data approved as
provided under paragraph 2.5.6 and marked-up record Draw-
ings) which are to be assembled by Contractor in accordance
with the Contract Documents to obtain final payment. ENGI-
NEER's review of such documents will only be to determine
generally that their content complies with the requirements of,
and in the case of celtificates of inspections, tests and approv-
als that the results certified indicate compliance with, the
Contract Documents.
2.5.12 Substantial Completion. Following notice from
Contractor that Contractor considers the entire work ready for
its intended use, ENGINEER and OWNER, accompanied by
Contractor, shall conduct an inspection to determine if the
work is substantially complete. If after considering any
objections of OWNER, ENGINEER considers the work
substantially complete, ENGINEER shall deliver a certificate
of Substantial Completion to OWN ER and Contractor.
2.5,13 Final Notice of Acceptability of the Work. ENGINEER
shall conduct a final inspection to determine if the completed
work of Contractor is acceptable so that ENGINEER may
recommend, in writing, final payment to Contractor. Accom-
panying the recommendation for final payment, ENGINEER
shall also provide a notice il. tl.G fOil" lIttachGd l,od15 a3
Cxl,ibit D (t1.G "NoticG of ACGGptc'lbilitj of WOlk") that the
work is acceptable (subject to the provisions of paragraph
2.5.10.2) to the best of ENG INEER's knowledge, information
and belief and based on the extent of the services performed
and furnished by ENGINEER under this Agreement.
2.5,14 Limitation olResponsibilities. ENGINEER shall 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 furnishing any of the work.
ENGINEER shall not be responsible for Contractor's failure
to perform or furnish the work in accordance with the Contract
Documents.
Page 6 of 15 pages
2.5.15 Dura/ion of Construction Phase. The Construction
Phase will commence with the execution of the construction
contract for the Project or any palt thereof and will terminate
upon written recommendation by ENGINEER of final pay-
ment. If the Project involves more than one prime contract as
indicated in paragraph 5.5, Construction Phase services may be
rendered at different times in respect of separate prime
contracts.
The duties and responsibilities of ENGINEER during the
Construction Phase as set forth in this paragraph 2.5 are
amended and supplemented as indicated in Exhibit A.
2.6 Ol)e, tlt;olltll "htl5e
Dw ilog tl,e Opelatiol",1 rl.ase, CNGINCCR sl.all, ~I,,,.
lequested by O'vVNCR.
2.6.1 rlovidG "ssistal1ee ill eOldlcctiol1 ~itl. tI,c IGfil1ilo~ [lJld
adjdstillg of "") uluiplllCIot 01 SyStCllI.
2.6.2 Assist O'vVNCR in tl"ining O'vVNCR's st"ffto OpGllltG
and II ",intllin the rloject.
2.6.3 Assist O'vVNCR ill devclopil1g, Systellls lI11d ploGcdUlCS
f(lI COlltlOI of tl.c orelatiol1 al1d 11I1Iil1tGI1l1iIeC of lll1d I CCOI d
kecpi"g, fel tl,e 1'1 (,jeet.
2.6.4 rlGplllG s SGt oflcploduciblc Iccold dla~iiIg,s sllo"ing
Iccold il.folllll.tiol. ..hid, CNGINCCR cOllsidclS significllnt
based on the DI",\insS, Sl.op Dla..iloi!,s, lI11d otl,el leGold
dOGUllIGnts fUll,isl,Gd by COlltl"Gto! to CNG INCCR ,~hidl ~ele
annotatGd b) Conti ".:;tOl to sl,ov~ "II d.IlIIg,GS 11I(ldG dtll il1g,
eOl1stl UGtio". CNG INCCR vv ill loot bG I csrolosibk fel 1111)
CIIOIS ilo 01 olllissioloS ill tl,c il1foll11dtio" Plovidcd by Contlac-
tOI tl.dt is illCOl pOI IIted il. tllc Iceold dla\\il1gs 01 otl.ellCCOId
doeUllIel1ts.
2.6.5 111 eOllp'"I) ,,;tI, O'NNCR, visit tl.e PlojcGt to obscl vC
"I1y applll (I.t d(feets iI, tI,e conlpleted ,~Ol k, assist OWNCR ii,
consultlltions Mld disGllssions \~ itl. COlltl "etol GOllcGlniiIg
cOllcction of sud, defects, "nd IlIllke IGGOllllllel,dlltions as to
ICp/"GCI,lent 01 cOllation of defcGti,G "olk,
2.6.6 1'10 v ide IlIisedllllleous set v iGes as I equGsted by OWNCR
ill COI,I1CCtiol. "itl. I'loje(,t closeout.
2.6.7 Tile Opel atiol1a\ l'llase 11Iay eOllllll(,I1GC dUl itl~ tll(,
COlIstlClGtiol, 1'1.lIse IIl,d ..ill tellllilo"te one )e,,1 afteI thc date
of Substal1tilll COlllplction.
The duties IlJ,d I espol1S;bilitie5 of CNGINI:CR du. i,,~ tI,e
OpGlatio),1l1 PI",s( "s set forth ii, tllis p"I,,€,lapJ. 2.6 alC
,,"l(,llded "lid suppIclllellted liS illdiellted ill I:xllibit A.
SECTION 3--ADDITIONAL SERVICES OF ENGINEER
3.1 Additional Services Requiring Authorization in
Advance.
Ifauthorized in writing by OWNER, ENGINEER shall furnish
or obtain from others Additional Services of the types listed in
paragraph 3. I.I 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 other-
wise provided in Exhibit A. These services will be paid for by
OWNER as indicated in Section 6.
3.1.1 Preparation of applications and supporting documents
(in addition to those furnished under Basic Services) for
private or governmental grants, loans or advances in COllllec-
tion with the Project; preparation or review of environmental
assessments and impact statements; review and evaluation of
the effect on the design requirements of the Project of any such
statements and documents prepared by others; and assistance
in obtaining approvals of authorities having jurisdiction over
the anticipated environmental impact of the Project
3.1.2 Services to make measured drawings of or to investigate
existing conditions or facilities, or to verify the accuracy of
drawings or other information furnished by OWNER.
3.1.3 Services resulting from evaluation by ENGINEER
during the Study and Report Phase at OWNER's request of
alternative solutions in addition to those specified in Exhibit A.
3.].4 Services resulting from significant changes in the scope,
extent or character of the portions of the Project designed or
specified by ENGINEER or its design requirements including,
but not limited to, changes in size, complexity, OWNER's
schedule, character of construction or method offinancing; 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 Docu-
ments, or are due to any other causes beyond ENGINEER's
control.
3. 1.5 Services resulting from facts revealed about conditions:
3.1,5.1 which are different from information about such
conditions that OWNER previously provided to ENGI-
NEER under paragraph 4.4 and upon which ENGINEER
was entitled to rely; or
3.1,5.2 as to which OWNER had responsibility to provide
information under paragraph 4.4 if such information was
not previously provided,
3. 1.6 Providing renderings or models for OWNER's use.
Page 7 of 15 pages
3.1.7 Preparing documents for alternate bids requested by
OWNER for Contractor's work which is different from the
Conceptual Design.
3.1.8 Undertaking investigations and studies including, but not
limited to, detailed consideration of operations, maintenance
and overhead expenses; the preparation of feasibility studies,
cash flow and economic evaluations, rate schedules and
appraisals; assistance in obtaining 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.
3. J.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 offurnish-
ing the same under paragraph 4.4.
3.1.10 Services attributable to a variation in the number of
prime contracts from the number specified in Exhibit A for
work designed or specified by ENGINEER.
3.1.11 Services during out-of-town travel required of ENG 1-
NEER other than visits to the site or OWNER's office as
required by Section 2.
3.1.12 Preparing for, coordinating with, participating in and
responding to structured independent review processes,
including, but not limited to, COIl!ltI tletiol, MI\I",~elllellt, Cost
Estimating, Project Peer Review, Value Engineering and
Constructability Review requested by OWNER; and perform-
ing or furnishing services required to revise studies, reports,
Drawings, Specifications or Contract Documents as a result of
such review processes.
3.1.13 DGtGllllill;llb tL" a"G"ptability of !>ub!>titut.:. IlIl'ltelial!l
alld "C1tliplll"lIt plopo!lcd dluilt,g, tile Diddil,!!, 01 Nc!!,otiatiltg,
rl",sc "I,CII substitutiolt pi iOI to tile a"ald of eOlltla.:.ts is
allo,~cd by tl,c' Diddiltg, DOClllllc'JltS.
3,1.14 Assistance in connection with bid protests, rebidding or
renegotiating contracts for construction, materials, equipment
or services, except when such assistance is required to com-
plete services called for in paragraph E7.2.5, if Exhibit E is a
part of th is Agreement.
3.1.15 Providing field surveys for design purposes, engineer-
ing surveys and staking to enable Contractor to proceed with
its work, alld al,} t}pG Ofplopcrty WI ,e}!I 01 I dated CI1~il,eel
ing !lei, ices nccded 1'01 tl." tl al,S&1 of il,t.:ICStS in I Gal pi opel ty ,
and providing other special field surveys.
3. I .16 Preparation of operating, maintenance and staffing
manuals to supplement Basic Services under paragraph 2.6.3.
3.1.17 Preparing to serve or serving as a consultant or witness
for OWNER in any litigation, arbitration or other legal or
administrative proceeding involving the Project (except for
assistance in consultations which is included as patt of Basic
Services under paragraphs 2,1,3 and 2.3.2).
3,1.18 Providing more extensive services required to enable
ENG INEER to issue notices or certifications requested by
OWNER under paragraph 4.12.
3.1. I 9 Other additional services performed or furnished by
ENG INEER in connection with the Project, including services
which are to be furnished by OWNER under Section 4, and
services not otherwise provided for in this Agreement.
3.2 Required Additional Services.
When required by the Contract Documents in connection with
the performance or furnishing ofENG INEER 's services during
the Construction Phase, ENGINEER shall perform or furnish,
without waiting for specific authorization from OWNER,
Additional Services of the types listed in paragraphs 3.2.1.
through 3,2.6, inclusive. These services are not included as
part of Basic Services except to the extent provided in Exhibit
A. Required Additional Services will be paid for by OWNER
as indicated in Section 6. ENGINEER shall advise OWNER
in writing promptly after starting any such Additional Services.
3,2.1 Services in connection with Work Change Directives
and Change Orders to reflect changes requested by OWNER
if, because of the method of compensation agreed upon by
OWNER and ENGINEER, the resulting change in compensa-
tion for Basic Services is not commensurate with the extent of
the additional services rendered.
3.2.2 Services in making revisions to Drawings and Specifica-
tions occasioned by the acceptance of substitute materials or
equipment other than "or-equal" items; and services after the
award ofthe construction contract in evaluating and determin-
ing the acceptabi I ity of a substitution wh ich is inappropriate for
the Project or an excessive number of substitutions.
3.2.3 Services resulting from significant delays, changes or
price increases occurring as a direct or indirect result of
materials, equipment or energy shortages.
3.2.4 Additional or extended services during construction
made necessary by (1) work damaged by fire or other cause
during construction, (2) a significant amount of defective,
neglected or delayed work of Contractor, (3) acceleration of
the progress schedule involving services beyond normal
working hours, or (4) default by Contractor.
3.2,5 Services (other than Basic Services during the Opera-
tional Phase) in connection with any paItial utilization of any
part of the Project by OWNER prior to its Substantial Comple-
tion.
Page 8 of 15 pages
3.2.6 Evaluating an unreasonable claim or an excessive
number of claims submitted by Contractor or others in connec-
tion with the work.
SECTION 4--0WNERS RESPONSIBILITIES
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 repre-
sentative with respect to the services to be performed or
furnished by ENG INEER under this Agreement. Such person
will have complete authority to transmit instructions, receive
information, interpret and define OWNER's policies and
decisions with respect to ENGINEER's services for the
Project.
4.2 Provide all criteria and full information as to OWNER's
requirements for the Project, including design objectives and
constraints, space, capacity and performance requ irements,
flexibility and expendability, and any budgetary limitations;
and furnish copies of all design and construction standards
which OWNER will require to be included in the Drawings
and Specifications,
4.3 Assist ENGINEER by placing at ENGINEER's disposal
all available information pel1inent 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 ENGrNEER 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 ex isting surface or subsurface structures at or
contiguous to the site, or hydrographic surveys;
4.4.2 the services of an independent testing laboratory to
perform all inspections, tests and approvals of samples,
materials and equipment prior to and after installation, or to
evaluate the performance of materials, equipment and facilities
of OWNER, prior to specification, and during construction;
4.4.3 appropriate professional interpretati~ns of all of the
foregoing;
4.4.4 environmental assessments, audits, investigations and
impact statements, and other relevant environmental or cultural
studies as to the Project, the site and adjacent areas;
4.4.5 fidd SUI vG}s tOI dGsibl1 ptllp05GSl\lld plOpGltl', beund-
lIl)', GaS"I"Gllt, I ibllt-of-""l', topog,l"pl. iG alld uti I itl' SUI vCl' SOl
ddta, including Iclcvant IdX:lcncc po;"ts,
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 rep011s, data and
other information furnished pursuant to this paragraph.
ENGINEER may use such rep011s, data and information in
performing or furnishing services under this Agreement.
4.5 Provide, as required by the Contract Documents, engineer-
ing 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 ENGI-
NEER 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 obtaining advice of an
attorney, insurance counselor and other consultants as
OWNER deems appropriate with respect to such examination)
and render in writing decisions pertaining thereto.
4,8 Provide approvals and permits from all governmental
authorities having jurisdiction to approve the p0l1ions 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, independent
cost estimating and insurance counseling services;
4.9,2 such legal services as OWNER may require or ENGI-
NEER 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 Contractor's
performing and furnishing the work; or
Page 9 of 15 pages
4. \ 0.2 that Contractor is taking all necessary precautions for
safety of persons or property and complying with any special
provisions of the Contract Documents applicable to safety,
ENGINEER does not undertake in this Agreement to perform
the services referred to in 4.10. J and 4.10.2 above. The
identity of any individual or entity employed to perform such
services and the scope of such services will be disclosed to
ENGINEER.
4.11 Advise ENGINEER of the identity and scope of services
of any independent consultants employed by OWNER to
perform or furnish services in regard to the Project, including,
but not limited to, Construction Management, Cost Estimating,
Project Peer Review, Value Engineering and Constructability
Review. If OWNER designates a person or entity other than,
or in addition to, ENGINEER to represent OWNER at the site,
OWNER shall define and set forth in an exhibit that is to be
mutually agreed upon and attached to and made a part of this
Agreement before such services begin, the duties, responsibili-
ties and I im itations of authority of such other party and the
relation thereof to the duties, responsibilities and authority of
ENGINEER.
4.12 Prior to the commencement of the Construction Phase,
notify ENGINEER of any variations in the language of the
Notice of Acceptability of Work, or of any notice or certifica-
tion other than such Notice that ENGINEER will be requested
to provide to OWNER or third pat1ies in connection with the
financing or completion of the Project. OWNER and ENGI-
NEER shall reach agreement on the terms of any such re-
quested notice or certification and OWNER shall authorize
such Additional Services as are necessary to enable ENG 1-
NEER to provide the notice or certification requested under
this paragraph.
4.13 Ifmore 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 contractors, and define and
set f0l1h the duties, responsibilities and limitations of authority
of such persons or entity and the relation thereof to the duties,
responsibilities and authority of ENGINEER in an exhibit that
is to be mutually agreed upon and attached to and made a part
of this Agreement before such services begin,
4. \4 Furnish to ENGINEER data or estimated figures as to
OWNER's anticipated costs for services to be provided by
others for OWN ER (such as services pursuant to paragraphs
4.4,4.5 and 4.7 through 4.14, inclusive) and other costs of the
types referred to in paragraph 2.1.5 so that ENGINEER may
make the necessary calculations to develop and periodically
adjust ENGINEER's opinion of Total Project Costs.
4.15 Attend the pre-bid conference, bid opening, pre-construc-
tion conferences, construction progress and other job related
meetings and Substantial Completion and final payment
inspections.
4.16 Give prompt written notice to ENG IN EER whenever
OWNER observes or otherwise becomes aware of any devel-
opment that affects the scope or time of performance or
fUlllishing of ENGINEER's services, or any defect or noncon-
formance in ENGINEER's services or in the work of any
Contractor.
4.17 Furnish, or direct ENGINEER to provide, Additional
Services as stipulated in paragraph 3. J 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 periods of time or
specific dates for providing services are specified in this
Agreement, ENGINEER's obligation to render services
hereunder will extend for a period which may reasonably be
required for the design, award of construction contracts,
construction and initial operation of the Project including extra
work and required extensions thereto.
5.2 Ifin this Agreement specific periods oftime for rendering
services are set fOl1h or specific dates by which services are to
be completed are provided and ifsuch periods of time or dates
are changed through no fault of ENGINEER, the rates and
amounts of compensation provided for herein shall be subject
to equitable adjustment. If OWNER has requested changes in
the scope, extent or character of the Project, the time of
performance of" ENGINEER's services shall be adjusted
equitably.
5,3 If OWNER fails to give prompt written authorization to
proceed with any phase of services after completion of the
immediately preceding phase, or if the Construction Phase has
not commenced within the stipulated period identified in this
Agreement (plus such additional time as may be required to
complete the services called for under paragraph E7.2.5 of
Exhibit E is a part of this Agreement) after completion of the
Final Design Phase or does not pro'ceed in an orderly and
continuous progression, ENGINEER may, after giving seven
days' written notice to OWNER, suspend services under this
Agreement.
5.4 If ENGINEER's services fordesign or during construction
of the Project are delayed or suspended in whole or in part by
OWNER:
5.4.1 for more than three months through no fault of ENGI-
NEER, ENGINEER shall be entitled to equitable adjustment
of rates and amounts of compensation provided elsewhere in
this Agreement to reflect among other things, reasonable costs
incurred by ENGINEER in connection with such delay or
Page 10 of 15 pages
suspension and reactivation and the fact that the time for
performance under this Agreement has been revised; or
5.4.2 for more than one year through no fault of ENGINEER,
or if ENGINEER for any reason is required to render Con-
struction Phase services more than one year after Substantial
Completion is achieved, the rates and amounts of compensa-
tion provided for elsewhere in this Agreement will be subject
to equitable adjustment to reflect, among other things, changes
ili the various elements that comprise such rates of compensa-
tion,
5.5 In the event that the work designed or specified by
ENGINEER is to be performed or furnished under more than
one prime contract, or if ENGINEER's services are to be
separately sequenced with the work of one or more prime
contractors (such as in the case offast-tracking), OWNER and
ENGINEER shall, prior to commencement ofthe Final Design
Phase, develop a schedule for performance of ENGINEER's
services during the Final Design, Bidding or Negotiating and
Construction Phases in order to sequence and coordinate
properly such services as are applicable to the work under such
separate prime contracts. This schedule is to be prepared and
included in Exhibit A whether or not the work under such
contracts is to proceed concurrently.
SECTION 6--PA YMENTS TO ENGINEER FOR SERVICES
AND REIMBURSABLE EXPENSES
6.1 Methods of Payment for Services and Expenses of
ENGINEER
6.1.\ For Basic Services. OWNER shall pay ENGrNEER for
Basic Services performed or furnished under Section 2 on the
basis set fOlih in Exhibit B.
6.1.2 For Additional Sel1Jices. OWNER shall pay ENGI-
NEER for Additional Services performed or furnished under
Section 3 on the basis set forth in Exhibit B.
6.1.3 For Reimbursable Expenses. In addition to payments
provided for in paragraphs 6. 1.1 and 6.1.2, OWNER shall pay
ENGINEER for Reimbursable Expenses incurred by ENGI-
NEER and ENGINEER's Consultants as set forth in Exhibit B.
The amount payable for Reimbursable Expenses will include
a factor to the extent so indicated in Exhibit B.
6.2 Other Provisions Concerning Payments.
6.2.1 Preparation of Invoices. Invoices for Basic and Addi-
tional 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. ffOWNER fails to make any payment
due ENGINEER for services and expenses within thirty days
after receipt of ENGINEER's invoice therefor, the amounts
due ENGINEER will be increased at the rate of 1.0% per
month (or the maximum rate of interest permitted by law, if
less) from said thirtieth day; and, in addition, ENGINEER
may, after giving seven days' written notice to OWNER,
suspend services under this Agreement until ENGINEER has
been paid in full all amounts due for services, expenses and
charges. Payment will be credited first to interest and then to
principal. In the event of a disputed or contested billing, only
that portion so contested may be withheld from payment, and
the undisputed portion will be paid.
6,2.3 Payments Upon Termination.
6.2.3.1 Termination by OWNER/or 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 services
performed or furnished by ENGINEER and ENGI-
NEER's Consultants through the completion of such
phase will constitute total payment for such services.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses.
6.2.3.1.2 During any phase of the Basic Services,
ENGINEER also will be paid for such services per-
formed or furnished in accordance with this Agreement
by ENGINEER during that phase through the date of
termination on the basis specified in Exhibit B, ENGI-
NEER also will be paid for the charges of ENGI-
NEER's Consultants employed to perform or furnish
Basic Services to the extent such services have been
performed or furnished in accordance with this Agree-
ment through the effective date of the termination,
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses.
6.2.3.2 Termination by OWNERfor Convenience. In the
event of termination by OWNER under paragraph 8.1.2,:
6.2.3.2.1 Upon the completion of any phase of Basic
Services, progress payments due ENGINEER in
accordance with this Agreement for all such services
performed or furnished by ENGINEER and ENGI-
NEER's Consultants through the completion of such
phase will constitute total payment for such services,
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses, and for
termination expenses under subparagraph 6.2,3.2.3
below.
6.2.3.2.2 During any phase of Basic Services, ENGI-
NEER also will be paid for such services performed or
furnished by ENGINEER during that phase through the
Page 11 of 15 pages
date of termination on the basis specified in Exhibit B,
In addition, ENG INEER will be paid for the charges
of ENGINEER's Consultants employed to perform or
furnish Basic Services through the effective date of the
termination. ENGINEER also will be paid for all
unpaid Additional Services and unpaid Reimbursable
Expenses, and for termination expenses under subpara-
graph 6.2.3.2.3 below.
6.2.3.2.3 In the event of termination by OWNER for
convenience during or at completion of any phase of
Basic Services, OWNER shall pay ENGINEER's
reasonable expenses directly attributable to termination
in accordance with rates applicable to the various
categories of Additional Services measured from the
date of term ination, including other fair and reasonable
Sluns for overhead and profit, and costs of terminating
contracts with ENGINEER's Consultants,
6.2.3.3 Termination By ENGINEER for Cause. In the
event of termination by ENG IN EER for cause under
paragraph 8.1.1, ENGINEER shall be entitled to receive
compensation calculated as set forth in paragraph 6,2.3.2,
6.2.4 Records' of ENGINEER's Costs. Records of ENGI-
NEER's costs pertinent to ENGINEER's compensation under
this Agreement will be kept in accordance with generally
accepted accounting practices. Copies will be made available
to 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 pro-
vided for herein are to be made on the basis of ENGINEER's
experience and qualifications and represent ENG INEER's best
judgment as an experienced and qualified professional engi-
neer generally familiar with the construction industry. How-
ever, since ENG IN EER has no control over the cost of labor,
materials, equ ipment 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 Construc-
tion 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 ENG INEER, such Construction Cost lim it and a statement
of ENGINEER's rights and responsibilities with respect
thereto will be specifically set forth in Exhibit E, "Construction
Cost Limit," to this Agreement.
7.3 Opinions of Total Project Costs.
ENGINEER assumes no responsibility for the accuracy of
opinions of Total Project Costs provided for in Section 2.
SECTION 8--GENERAL CONSIDERATIONS
8.1 Termination
The obligation to provide further services under this Agree-
ment may be terminated:
8.1. I For cause,
8. I. 1.1 by either party upon thil1y days' written notice in
the event of substantial failure by the other party to perform
in accordance with the terms hereof through no fault of the
terminating party. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such substantial
failure if the party receiving such notice begins, within
seven days of receipt of such notice, to correct its failure to
perform and proceeds diligently to cure such failure within
no more than thirty days of receipt thereof; provided,
however, that if and to the extent such substantial failure
cannot be reasonably cured within such thirty-day period,
and if such party has diligently attempted to cure the same
and thereafter continues diligently to cure same, then the
cure period provided from herein shall extend up to, but in
no case more than, sixty days after the date of receipt 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 ifthe ENGI-
NEER's services for design or during the construction
of the Project are delayed or suspended for more than
ninety days for reasons beyond ENGINEER's control.
8.1.1.2.3 In the case of termination under this para-
graph 8.1, I .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 ENGINEER and ENGINEER's
Consultants, as appropriate, shall retain an ownership and
Page 12 of 15 pages
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
appropriate, for the specific purpose intended will be at
OWNER's sole risk and without liability or legal exposure to
ENGINEER, or to ENGINEER's Consultants, and OWNER
shall indemnify and hold harmless ENGINEER and ENGI-
NEER's Consultants from all claims, damages, losses and
expenses including attorneys' fees arising out of or resulting
therefrom. Any such verification or adaptation will entitle
ENG INEER to further compensation at rates to be agreed upon
by OWNER and ENGINEER.
8.3 Insurance.
8.3.1 ENGINEER shall procure and maintain insurance as set
forth in Exhibit F, "Insurance," for protection from claims
under workers com pensation acts, claims for damages because
of bodily injury including personal injury, sickness or disease
or death of any and all employees or of any person other than
such employees, and from claims or damages because of
injury to or destruction of property including loss of use
resulting therefrom. CNGINCCR sl",lI list OWNCR as all
ddciitiol",1 il,~allcci 01, CNGINCCR'sg,cI,clalliability il1slilal,ce
potiey:
8.J.2 O'vVNCR sl",lI list CNGINCCR [.IId CNGINCCR'5
COI,sultal,t5 a5 additiol,al il,3lI1c:d5 01, al,->, bC:l1clalliability 01
plOpC:1 ty ill5LIlal,C:C: polic:iG5 Gall icci by O'vVNCR "Lid. alC
applicable to II,e Ploject. O\VNCR 51",111 Gquil c: COI,tl actol to
plll d",5c m,d I IIail,tail, gGI,O all iabi I it) al,d otho insm 1I11ee 11.')
spu:,iCGd ;11 II,G COlItl1iGI DOGUIIIGl,tS alId to li5t eNGINCCR
al,d CNGINCCR'5 COI,5UIt,Ii,ls a... ddditiol,[.1 ilISUled5 "itl,
I c:"'pGGt 10 .'.lI(,), );abilil), pi opel ty and otl,CI illSUI al,ce pm
chdsc:d alld IIIaintail,c:d b) COlltlaetOI. All polic:ic:s ofplopeliy
inSUlallCG sl",11 cOlItailI plovisiollS to tLG effect that CNGI
NCCR's alIJ CNGINCCR's COI,Sltltants' intGI csts alG cOvGlcd
alld that ilI tllc C:vcnt of pit) I"Gllt of al,y los5 01 dall"'~c thc
illSUICIS '" ill I,{hc 110 I i!:,I,t5 of ICGOvCI) against al,y of tLe
iII5U1(,J 01 "dditiol",1 ;IISldCd5 tl.CICtll,dGI.
8.3.3 At any time OWNER may request that ENGINEER, at
OWNER's sole expense, provide additional insurance cover-
age, 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 incorpo-
rate these requirements,
8.4 Controlling Law.
This Agreement is to be governed by the law of the principal
place of business of ENG INEER.
8.5 Successors and Assigns.
8.5.1 OWNER and ENGINEER each is hereby bound and the
partners, successors, executors, adm in istrators and legal
representatives of OWNER and ENG INEER (and to the extent
permitted by paragraph 8.5.2 the assigns of OWNER and
ENGINEER) are hereby bound to the other party of this
Agreement and to the partners, successors, executors, adminis-
trators and legal representatives (and said assigns) of such
other palty, in respect of all covenants, agreements and
obligations of this Agreement.
8.5.2 Neither OWNER nor ENGINEER may assign, sublet or
transfer any rights under or interest (including, but without
limitation, moneys that may become due or moneys that are
due) in this Agreement without the written consent of the
other, except to the extent that any assignment, subletting or
transfer is mandated by law or the effect of this limitation may
be restricted by law. Unless specifically stated to the contrary
in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibil-
ity under this Agreement.
8.5,3 Unless expressly provided otherwise in this Agreement:
8.5.3.1 Nothing in this Agreement shall be construed to
create, impose or give rise to any duty owed by ENGI-
NEER to any Contractor, Subcontractor, Supplier, 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 pursuant
to this Agreement will be for the sole and exclusive benefit
of OWNER and ENGINEER and not for the benefit of any
other party, The OWNER agrees that the substance of the
provisions of this paragraph shall appear in the Contract
Documents.
8.6 Dispute Resolntion.
Ifand to thG C<tGllt that OWNCR alod CNGINCCR I",vc ag,lccd
on a IlIcthod "Iod ploccdulC f-ol IC501vil,g disputcs bch'9cclo
tl,clo' 111 i5ilog out of 01 I elating to tl,i5 Agl CCIIICllt, SUC!. di5pCltG
Icsolutiol,l"Ctl,od aloci plo(,cdu,c:, ifllllY, is sct fOltl, ill CxLibit
G, "DisputG Rcsolutiolo." OWNeR and CNGINCCR aglcc to
I,c~otiatc ii, good faitl, fOJ a pCI iod oftl,i, Iy days flOm tl,e-date
ofllotice of all disputGS bCt"CCI, tl,Cd, f~)/ iOl to c<clcisinb thcil
li~l,ts U1,dGI Ld,ibit G 01 othcl Plovisions oftl,is Aglccment;-
01 imdcl tl,c 1",\ .
Page 13 of 15 pages
8.7 Allocation of Risks--Indemnification.
8.7.1 To the fullest extent permitted by law, ENGINEER shall
indemnify and hold harmless 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, attor-
neys and other professionals and all court or arbitration or
other dispute resolutions costs) caused solely by the negligent
acts or omissions of ENGINEER or ENGINEER's officers,
directors, partners, employees, agents and ENGINEER's
Consultants in the performance and furnishing of ENGI-
NEER's services under this Agreement. TI,c illdcllIl,ifictltion
pi o. i!SiOl, oftLG pi cccdin!:; :,CI,tCI,CC i!S !Subjcct to tllld lilllited by
tLc plo.i!Sion!S ableed to b) OWNCR alld CNGINCCR il.
['<hibit I I, "Alloclltiol, of Ri!Sk5," if al.).
~
in emnify and hold harmless ENGINEER, ENGINEE
offic 's, directors, partners, employees and agents and G I-
N EER Consu Itants from and against any and a claims,
costs, loss and damages (including but not limit to all fees
and charge of engineers, architects, attorn s and other
professionals , d all court or arbitration r other dispute
resolution costs) used solely by the ne" gent acts or omis-
sions of OWNER 01 WNER's office ,directors, partners,
employees, agents and WNER's c sultants with respect to
th is Agreement or the Pro' ct.
8.7.3 In addition to the ind 1 'ty provided under paragraph
8.7.2 of this Agreement" Cl to th fullest extent permitted by
law, OWNER shall ind lnify and h d harmless ENGINEER
and its officers, direc rs, partners, em yees, and agents and
ENGINEER's Co ultants from and agm t all claims, costs,
losses, and dan ges (including but not limi d to all fees and
charges of e oineers, architects, attorneys an other profes-
sionals an all court or arbitration or other dispu resolution
costs) c Ised by, arising out of or relating to the esence,
disci rge, release, or escape of Asbestos, PCBs, Petr eum,
1-1, ardous Waste, or Radioactive Material at, on, unde or
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 limitations of
liability made in or given in this Agreement will survive the
completion of all services of ENGINEER under this Agree-
ment or the termination of this Agreement for any reason.
8.10 Severability.
Any provision or part of the agreement held to be void or
unenforceable under any law or regulation shall be deemed
stricken, and all remaining provisions shall continue to be valid
and binding upon OWNER and ENGINEER, who agree that
the Agreement shall be reformed to replace such stricken
provision or part thereof with a val id and enforceable 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 follow-
ing Exhibits which are attached to and made a pati of the
Agreement:
9.1.1 Exhibit A, "Further Description of Basic Engineering
Services and Related Matters," consisting of L pages.
9.1.2 Exhibit B, "Payments to Engineer for Services and
Reimbursable Expenses," consisting of ~ Pages.
9.1.3 Exhibit F, "Insurance," consisting of -L Pages.
9.1.4 Exhibits Omitted:
A. Exhibit C - Duties, Responsibilities and Limitations of
Authority of Resident Project Representative.
B. Exhibit D ~ Notice of Acceptability of Work.
C. Exhibit E - Construction Cost Limit.
D. Exhibit G - Dispute Resolution.
E.. Exhibit H - Allocation of Risks
9.2 This Agreement (consisting of pages I to~, inclusive
and the Exhibits identified above) constitutes the entire
agreement between OWNER and ENG INEER and supersedes
all prior written or oral understandings, This Agreement may
only be amended, supplemented, modified or canceled by a
duly executed written instrument.
9.3 All claims, disputes and other
matters in question between the
Owner and the Engineer arising out
of or relating to the Agreement, or
the breach thereof, shall be decided
in the Superior Court of Richmond
County, Georgia. The Engineer, by
executing this Agreement, specifically
consents to venue in Richmond County
and waives any right to contest the
venue in the Superior Court of
Richmond County, Georgia.
Page 14 of 15 pages
" \.l-'
v~.
OWNER:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.
ENGINEER:
B:
Title:
uro
530 Greene Street
Augusta. Georgia 30911
B:
Title: Vice President
Address for giving notices:
452 Ellis Street
Post Office Box 2546
Augusta. Georgia 30903
Page 15 of 15 pages
-iThis is EXHIBIt A: consisting of L page(s), referred to.
:in .the ~greeJ1lent between' OW}lER and ENGINEER
for Professional Services, dated IJr)'J. I ~ ,] 99 0
~~. -
'~~ Initj~!:
/ ". , '""\ OWN
Funher Description of Basic Engineering Services and Related Maners c,M/\) ENG E R
.- - - - ._.----~... ..
~.,
I' 'I' ~ ...... ..
\ \ ",, llel....
~ \_ I . . I I: '
Cranston, Robertson & "\Vhitehurst, P.C.
E~G",,"!:!:RS ?l-._,~t?.s SL'R\t:~'ORS
e,l,.!) r~G="""I CC')cN_'~' ~O.1 ?O~7 orne!. 'FOX 2~
4!.:i !::"1.~ S:-~rT ...'0Gi..'~TA., C!:C:MC:.A ~C'Ki!..!>46
7r'...!...'!:'SO:"-""I 1~(lE)~:'~.:~!-5
':1::J:Curn:J; (;ClEl :-:~.n':ll
.'O]-~ 'T. A7':AV:}.~'. F..!...S.
~'-, Y~"1: s~ .1-_......::. f..1..S.
:-'.=O}/JIoS c. =u.s~p.. r.1:.
. ..'01:)" R. n..c"::"D
D~GF.7 :E. r\.;-;=,!F..:-i..7..A.. ~l
.'Or__" >L E\.',C-:;
F.~,!;.jC~ v:. 1:1::;0
F..!:':~ A. ~~..I:~'CE
DI:~~}5: J. ~:..C::i
J. C:F_&...JG C"'J-"'~7'O~. F.!:., f..L.S.
~c~ E... ~CE!:R';SO~, F.I:.. f_L.S.
!::..~:;:,,::)v!:..... ~";1:.E"',-r.~7.:R..F.E.
':'J_~S E. C:FJsr-C?.:J, .~.. r .E:.
September 29: 1998
:-Jr. Clifford .-\. Goins
A ugusla-Rich.mond County Engineeril,g Dep2J~lment
701 ?\'Junicipa! Building
530 Greene SHeet
.A,ugm',a: Georgia 3091 1
Re:. Alexander Drive Jmprovemems
.t>.ugusta: Georgia
Our File }!o. 98-164
De2r Drew:
J n 2ccordance wi.,h your request, we are pleased to offer the following re\:i sed proposa) for
fumishing surveying and design services for the comln.lc\ion ofimprovemenls to AJex2nder Drive
togel11er wi',h inslalla',ion of new waler 2.nd S2.nitary sewer utilities as requested by M2:x Hicks. 111e
propos2! outlines lhe project c.S we underst2nd it, describes the scope of sen:ices offered, 2nd
presen1S a fee swuciure 2nd time fr2me for accomplishing the work, Jnasmuch as the work involves
,,\'0 separate enDS oflhe Public Works Department, we h2ve presen1ed 1he inform2tion such that ibe
\\'ork for each can be separated out of the overall propos2l.
PROJECT DESCRJPTIO~
The road project is conceived as a widening 2nd p211i2) re21ignment of .....lexander Drive from
its inlerseclion wi',}) \\'2.shinglOn Road to i1S intersection wi1h River Walch Parkway, The
rea)~~njj1ent of 1he inierseciionat Washington Road in 1989, 'co;1s\ruciion of River Watch Parkway
j,j ] 990, ~:lid commej'ciaJ 2.nd residential development along its route J,ave resulted in Alexander
Drive changing from 2.J1 urban coiJecter to an urban milior 2neria! type road. Thus: additiol1al Janes
wj',h improved Yenic2l and ],orizojjtzl zlignment 2re necess2ry.
The prol~osed rou.,e (1f ',he improved roadw2)' \\'j]] fo]Jow il1e existing i~Jex2nder Drive
2)igl1J11ent from W:;s)',ingiOn RNd for some 2~OO linear feet 31 which poin1 it will Jez\C 'Ihe e:\isiing
roU1C :md proceed a)o:lg a neW alignment iO ',he intersection wi I)) River Wz.,ch P.::r).;w;:y. Tljis rOl.r,e
Page] of L pages
(l:\!1ibit A--Basic Services and Related j'vlarters)
Payments to ENG]NEER for Services and Reimbursable Expenses
This is EXHlB]T 8, consisting of l pages, referred to
in the Agreement between OWNER, and ENGINEER
for Professional Services, dated IJov, 13 , ]99~
]njtia~:
OWN
ENGINEE
&.~.
~~
Section 6 of the Agreement is amended and supplemented to include the following agreement of the parties:
Lump Sum Method of Payment
(V.,iith additional payments on a Salary Costs basis for
Resident Project Representative and Operational Phase Services
and additional payments for Reimbursable Expenses)
B6.1 Methods of Payment for Services and Expenses of
ENGINEER.
86.1,1 For Basic Services. OWNER shall pay ENGINEER
for 8asic Services as follows:
86. 1.1. I General. A lump sum fee cif S; 124,070.00 for all
services of ENGINEER (except for services of ENG]-
NEER's Resident Project Representative performed or
furnished under paragraph 2.5.2,], Operational Phase
services performed or furnished under paragraph 2.6, and
services to furnish easement plats.) including services of
ENGINEER's Consultants. See paragraph 86.3 for break-
down.
86. 1,1.2 Resident Project Represel7/ative Sen,ices. For
services of ENGINEER's Resident Project Representative
performed or furnished under paragraph 2.5,2.], an amount
equal to ENGINEER's Salary Costs time a factor of2.] 5 for
services performed or furnished by principals and employees
engaged directly in resident Project Representation,
86.1.1.3 Operation Phase Services. For Operation Phase
Services performed or furnished under paragraph 2.6, an
amount equal to the ENGINEER's Salary Costs times a
factor of 2.15 for services performed or fumished by princi-
pals and employees engaged directly on the Project.
86.1.2 For Additional Services OWNER shall pay ENGI-
NEER for Additional Services as follows:
86.1,2. I General. For services of ENGINEER's principals
and employees engaged directly on the Project performed or
furnished pursuant to paragraph 3.] or 3.2 (except services
as a consultant or witness under paragraph 3.1.1.17), an
aniount equal to ENG]NEER's Salary Costs times a factor of
2,]5.
86.] ,2.2 ENGINEER's Consultants. For services of ENGI-
NEER's Consultants performed or furnished pursuant to
paragraph 3.] or 3.2, the amount billed to ENGINEER
therefor times a factor ill.
86.1.2.3 This section has been intentionally om itted.
86. ] ,2.4 It is anticipated that the contract for construction
will be let in one (I) prime contract.
B6.] .2.5 Serving as a Witness. For services performed by
ENGINEER's principals and employees as consultants or
witnesses in any litigation, arbitration or other legal or
administrative proceeding under paragraph 2.1.] 7, at the rate
of S; 1.200,00 per day 01 <'lily pOI tioll t!.cl (.Of (but compensa-
tion for time spent in preparing to appear in any such
litigation, arbitration or proceeding will be on the basis
provided in paragraph 86.] .2.2.
86.1.3 For Reimbursable Expenses. OWNER shall pay
ENGINEER.for Reimbursable Expenses such as:
Out of town traveL ifanv.
Page] of ~ pages
(Exhibit BnLump Sum Method)
TIH~'-: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 ill.
86,1.4. SaIOl)1 Costs. Salary Costs means salaried and
wages (basic, premium and incentive) paid to personnel plus
the cost of customary and ,statutory bellefits including, but
not limited to, social security contributions, unemployment,
excise and payroll taxes, worker's compensation, health and
retirement benefits, bonuses, sick leave, vacation and holiday
pay applicable thereto.
The principals of ENG]NEER and the imputed current
hourly Salary Costs of such principals are as follows:
Imputed Hourly
Princi/]al (name and title) Salarv Costs
As substantiated bv pavroll records
$
$
$
$
86.1.5 A djllstment ofSalmy Costs. The Salary Costs and the
factor applied to Salary Costs in determining compensation
payable to ENGINEER will be ad}usted annually and
equitably to reflect changes in the various elements that
comprise such Salary Costs and factor. A Il such adjustments
will be in accordance with generally accepted accounting
practices as applied on a consistent basis by ENGINEER and
consistent with ENG]NEER 's overall compensation practices
. and procedures.
86.1.6 Initial A dditional Services. A lump sum fee of
$27,750.00 for all services of ENGINEER including services
of ENGINEER's Consultants. See Paragraph 86.3 for
breakdown,
B6.2' Other.Provisions Concerning Payments.
86,2.] 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 estimate of the
proportion of the total services actually completed at the time
of billing. The p0l1ion 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.
86.2.3 Payments Upon Termination.
86.2.3.4 ]n the event of termination during any phase of the
8asic Services, ENGINEER will be paid for services
performed or furnished in accordance with this Agreement
during that phase on the basis of ENGINEER 's Salary Costs
times a factor of 2.] 5 for services performed or furnished
during that phase to date of termination by ENGINEER's.
principals and employees engaged directly on the Project
(The remainder of this page was left blank intentionally.)
Page 2 of -.L pages
(Exhibit BuLump Sum Method)
'. .~,-- -;B6.3
- . Breakdown of Lump'Sum
B6.3.1 The following is a breakdown of the Jump sum fee given in paragraph B6.] .1.]:
A. Basic Engineering Services - Roadway
Phase Percentage Fee
Conceptual Design 13% $ ] 3,365.00
Preliminary Design 43% $ 44,205.00
Right-of- Way Surveys & ]3% $ ]3,365.00
Plats
Final Design 31% $ 3 I ,867.00
TOTAL 100% $ 102,802.00
B, Basic Engineering Services - Utilities
Phase Percentage Fee
Conceptual Design 17% $ 3,615.00
Preliminary Design 43.5% $ 9,253.00
Plats 9.5% $ 2,020.00
Final Design 30% $ 6,380.00
TOTAL 100% $ 2] ,268.00
TOTAL BASIC SERVICES $ ] 24,070.00
C. Additional Services - Roadway
Item Fee
Archaeological Assessment $ 5,000.00
Wetlands Delineation $ 3,500.00
Wetlands Permitting $ ] 0,000.00
Geotechnical Investigation $ 5,750.00
TOTAL $ 24,250.00
D. Additional Services - Utilities
Item
Wetlands Delineation
Wetlands Permitting
Fee
$ J ,000.00
$ 2,500.00
$ 3,500.00
$ 27,750.00
TOTAL
TOTAL ADDITIONAL SERVICES
Page 3 of -L pages
(Exhibit B--Lump Sum Method)
This is EXHIBIT F, consisting of -1- pages, referred to in and
part of the Agreement between OWNER and ENGINEER for
Professional Services dated tJOJ, 13 Jqqft;> ,
~IL,
~
~
Insurance
Paragraph 8.3 of the Agreement is amended and supplemented to include the following agreement of the pm1ies.
f8.3 Insurance
A. The limits of liability for the insurance required by paragraph 8.3.1 of the Agreement are as follows:
I. By ENGINEER:
a. Workers' Compensation:
b.
Employer's Liability --
I) Each Accident:
2) Disease, Policy Limit:
3) Disease, Each Employee: .
c.
General Liability--
I) Each occurrence (Bodily Injury and propel1y Damage):
2) General Aggregate
d.
Excess or Umbrella Liability--
I) Each Occurrence:
2) General Aggregate:
e.
Automobile Liability--
I) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident
f.
Other (specify): Professional Liability
2, By OWNER: Self-Insured.
Page I of -.L Pages
(Exhibit fnlnsurance)
Statutory
$ 100,000
$ 500,000
$ 100,000
$ 500,000
S ] ,000,000
$] ,000,000
$ 1,000,000
$ 500,000
$ J ,000,000
. J\1r, Cliffora A. Goins
September 29, 1998
Page 2
is shown on the anached "Proposed Preliminary Plan of Alexander Dri\:e Improvements" prepared
by our fin11 at a private lando\\11er'S request in 1989, a,nd updated at the County's request in ] 994.
The impro\:ed Alexander Drive is envisioned as a five lane road with the center Jane reserved
for ruminQ.' mo\:ement. Concrete curb aJld guner, concrete sidewalk 2nd st01111 drainage
improvements wjll be i.ncJud'ed in the design, Vertic'a] alignment will be altered to remove a number
of sma]] hills which currently bave insufficient sight distances, and an improved intersection at Ri\:er
Walch Parkway will be provided. The proposed aliglU11ent will require a new bridge over Rock
Creek.
The tOlal road jmprovement length of the project is estimated at 0.S7 mile, including SO
ljnear feet of bridge. .-\ preliminary cost estimate is anacbed showing a construction fee of
52,-137,000.00.
TIle utility work consists of the inst2Jlalion of new sanitary sewer 2nd w2ter main along t}le
entire lengih ofihe improHd road. In addition, the existing water main on 'the nonhem end of the
exis'ting road will be upgraded.
The sanit.,ry sewer wi}] be an S inch diameter pipe ]oc.,ted generally on t11e east side of the
improwd ro.,dw2)'. Connections to ille existing sewer will be 2t AJex2nder Commons and at the
Rock Creek TrujjJ( line. A 10 inch diameter ~\'2ter m2in will1:-e inst2l]ed elong tlle east side of t},e
new alignment from W2shij1glOn ROed to a point near RiYer Waich Parkway where it wi]] nnn on
t]le existijlg elign.ment and extend west 10 the original road. A new S inch di2meter \\"2:ier main will
replace en exisling 2 inc11 di2meler main on tIle west side of the nonhem 1200 linear feet of exisling
.....lexander Drive. The new S inch and new 10 inch J11eins wi]] il11ersect and cOl11inue as a new 12
incl, diame',er main on exisiing .-\lexander Drive to the cul-de-s2c at which POi,lttlle new li"e wi]]
be eXlended under the A tle11",ic Coast Line Railroad 2nd on 10 a connection with an existing 16 inch
diameter siub (ljlthe sou',h side of River Walch Parkw2:'. The \\'ork wi]] include e pressure reducing
station, air release ve]yes, fire hydrents, gete V2JeS, sen'ices 2nd appurtenances. The total uti]ii)'
improvements length of project is 1.23 miles aJld the estimaled project cost S356,730.00.
SCOPE OF WORK
TJle proposed sUj\'eying and engineering sej\:ices wi]] include providing pre]iminGrY p12J1s,
final plans, conlract documents and cost estim2tes, tOgether wilh bidding p]lase sen'ices and
conslruction pl12se obsen'etions. The scope also co\:ers complete iOpographic, pJanimelric and
Jlydrogr2phic surveys of the project alignment, including the prepar2tion ofa set ofpleiS suitable for
acquisiiion of right-of-weY and easements for the project. Finelly, in eddition to ihe basic services
described above, ',he work e]so includes addiiiona] services including GrcheoJogicel assessment,
\\"etJends deJineetion and mapping, wetl2nds permining, and geotechnic21 investigation. We
understend 111et ',he design wij] not be required to conform to, nor wi]] it be subject to review
Page 2 of L paQes .
(Exhibit A--Basic Services and-Related J\larters)
. .: -:"':;.~-~::''';::i:''::Y~'';:J:::-~'.;::-. '.-:
lvir. Clifford A. Goins
September 29, 1998
Page 3
approval by, Georgia Department of Transportation, Urban Design Section. This will mean that
Urban requirements such as cross-sections every ten (10) meters (or three times the normally
provided amount) ,viII not be required. .
TIle work wi]l be accomplished in several pllases as detailed in the anached Scope of Work
Outline daled September 29, 1998. ~Ole panicularly that the work will include a conceprual or
schematic design phase during which trafflc counts and level of service analysis ofinlersections will
be STUdied in order 10 deteJl1line wheilier three or five lanes are warrarl1ed. This phase will also
include irutia) SurH)'S end lhe 110Jding a public meeting 10 receive conmlents from lhe citizem")' on
llle projecT. Fine)]y: this phzse wi]] jJ)clude preperation of a final conceprual plan and preliminary
COSl eSiim2ie for budget purposes. Based upon findings of this phase: aJier2tioJ1S can be made in the
scope of ille project, if necessary.
The second pl~ase of work is a preliminary design effo:1 which will include the detailed
topograj)l-0c: and llydrogr2phic SUr\'eyirJg of the project once ilie eCTUal alignment has been decided
upon in ',lle concep:Dal design phase. TIle arc)leological assessment, weilend deEnea",ion ,md
geotechnice) investigaliOil wi]] be done ill this pllase. TIle preliminary design phase wj]] include the
basic oYera]] project design for both the r02d end utilities through the stage where the work is
approximalely 50 percent compleie. Dre\,'ings wi]] l1::.ye sufficient details so thatlhe riglit-of-way
and easement requiremen\s for the project can be deline<:ted and en upda',ed preliminary cost
estimate made. A field plan review on ',he site is enticipated end included for ',his phase.
The fijial design phase wi]) indude preparing plans 10 Sl10W designs for horizontal ::.Jign.ment,
venicel elignment: greoing: paving: bridges, reilroad grade crossing, signing and striping: drainage:
waier and s::.nitary sewer utilities, and appurtenances; wiih eppropriate construction deieils aj1d
delailed qUeJ1tiT)' estimates, ell in a fom1::.t used by t]le Georgia Depanment of Transpor1ation
including the use of metric units, The scope of work wi]) also include preparing a maieria] quamiry
teke off and ccst eSlim::.te: vepering a bid schedule and contrect documents and furnishing limited
site visits and obser\"Ction of tIle construciion work as it progresses. The Jimited cODStruction phase
engineering services will cODSist offurnishil"lg site visits when called upon to inspect a panicular area
or to resohe a construciion conflict, reviewing shop drawings as required: an ending routine bi-
weekly site meetings: ;md checking momhly invoices. The scope of work wil] not extend to detailed
inspection of t]je consiruction work, which will be hendJed by your personnel.
DESIG~ TEA?'.!
The work will be accomplished by a designleam comprised of design professionals presently
on our staff TJle writer wiil sen:e c:S principal pJaJUler and engineer. .Tames B. Cranford: P.E. wi))
sen'e as princip::.J Slructural engineer: and .Tohn ~1, Hugg: P.E, will accomplish the basic strucrurel
design under his direction. Dennis.T. Welch: P.E, wi]] sen'e as staff engineer for ihe road way end
uiiJiiies design ponions of the work. John T. Atlawey, R.LS. win direct the surveying aspects of
the project: and Thomas H, Robertson: P.E. will full1ish design consultalion and independent reyiew.
Page 3 of L pages
(E:\hibit ,,"'--Basic Services 2nd Relaled )vlailers)
. . .....::..~;:~~:.:r:::;/~.:;-~=_~:.:~.:
Mr. Clifford A. Goins
Seplember 29, 1998
Page 4
FEE PROPOSAL
, We propose to cccomplisb the road design services described abo\'efor a Jump sum fee of
5102,802.00, for basic ej)gineeru~g selyices and an additional lump sum fee ofS24,250.00 for extra
seryices including archeological assessment, geolec1111ica] investigalionand wetlands permining,
.-\ break down of fees as applicabJe to nrious phases is giHn::.s follows:
J. ConcepTUal (or Sc}~ejjj21ic) Design Phase
(13% x $102,802.00 = $13,365)
a, COnlrol surveys & enJ'J::.ncement of e:\is',ij~g 10pO m::.p
b. Concepn.:::.l design
S 7,600.00
5.765.00
TOle! Ph3se I
$J 3,365,00
2. Preliminary Design Phase
(43% x 5102:802.00 = 544,205)
Subtolal
S 22:800.00
21.405.00
S 44)05.00
a. Conidor pJani:;;etric, lopographic & localion surveys
b, P:'eliminary Design
C. Addi',io)12] Services
- ArcJjaeological assessment
- Wetlands oeline2tion
. Geolechnical in\"esligclio:1
Sub!Otcl
S 5,000,00
3:500.00
5.75-0.00
S 14,250.00
TOlcl Phase 2
S 58:455.00
S J3,365.00
3. Righ1-of.. \\72y Sun:eys & PJ21s
(13% x Sl02:802 = SJ3,365)
4. final Design Phase
(3) % x S) 02:802 = 53) ,867)
a. fin"l Design S 3 J :867.00
b. Addition21 Sen'ices
_ Wet12nQs pemjining J 0:000.00
TOle] Plj2se 3 S 41:867.00
TOTAL S127.052.00
Page 4 of L pages
(Exhibit A--Basic Services and Related )I.-fatters)
. .. :. ;:~:~~;:~~~-~ ~:: - . : .
Mr. Clifford A. Goins
Sep1ember 29, ] 998
P2ge j
We propose 10 accomplish 1he ulili1ies design servlces described above for a lump sum amount
of 52] ,268.00 for basic engineering services and an addi1ional lump sum amoun1 of 53,500.00 for
eX1ra services including wellands pem1ining.
A breakdown offees 2.S applicable 10 \'arious phases is gi';en 2.S folJows:
]. ConcepTUal (or ScJlema1ic) Design Pll2.Se
(1 -01 . (;,) 16800 = " 61 - 00)
/IOX _-,-:-,-, __:).
a. Surwy & base jmps
b. Conceprua] design
Sub101al
S 2:300.00
J,315.00
S 3:615.00
2. Preljmj)jary Design Pljase
(43,5% x 521,268.00 = 59,253.(0)
a. Preliminary Design
S 9,253.00
b. Weilands Deline,nion
1 :000.00
Sub101a!
5J0,253,OO
3. PlalS
(9.5% x 52J)68.00 = 52:020)
S 2,020,00
4. Final Design Phase
(30% x 52J:268.00 = 56,380.00)
a. Final Design
S 6,380.00
b. Wetlands Permining
Sublo!al
2:500.00
S 8:880.00
TOTAL
524,768.00
Should you desire for us 10 fumish more comple1e residen1 engineering offuJJ time construction
observ21ion services, we are prep2red 10 quoie you separa1ely for that work on a per man-llOur basis.
TDJE OF CO:'llPLETION
We are prepared 10 begin work upon your direction 2nd would expec1 10 comple1e the P011;011
of work tJlrough the preliminuy design phase wilbin seven momhs: 2nd through the lin2] design
phase within illIee 2ddiliona) months, or a 10t2] oflellmomhs., This schedule wj]] allow some time
ofre\'iews of our work a1 "arious steges: and may be e:\iended somewb1: depending uponlhe actu2]
lenglh of lime such Ieviews miglll t2Ke,
Page 5 of L pages
(E:-..:hibit A--Basic Services and Rel3ted \'J3rlers)
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. I
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]vtr. Clifford A. Goins
Seplember 29, ] 998
P2ge 6
The biddii:g 2nd COiJsiruciion fees are based upon a COnSill.lClion iime period of appro:-.;im31 e ly
twelve momhs 2.jJd upon lhe awad .01' a SDJgJe COJJSlruclion COJ11raCl for i):e work.
We epprecieie your confidence 8 our firm end lhe opporiunit)' ofmahing lhis proposal. We
lrusl1b::;i you find il s2iisfaclOry. Shodd you beve any queslioJ;s conceming lhe scope of sen:jces
offered, ille iime scbedule, or lhe fees, we siend ready iO meei wiib you 2i your convenience iO go
over eny 2SpeCl.
Sincerely,
CR.~~STO\l, ROBERTSO>J & \\l-1lTEHCRST, P.c.
~Gy
Eldridge A. \\lJilelJursi, Jr., P.E.
EA W:imr
Enel osure
Page 6 of L pages
(Exhibit A--Basic Services and Related !vla!1ers)
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AJex:3Duer Drive Impl:ovements
Sce,pe of Work Outline
September 29, j 993
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Page 7 of L pages
(bhibit A--Basic Services and ReJaled Mailers)
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..UeS:JDde'r Drive ImproveTllenls
IniliaJ \Vor}.;. OUlline & Time ESlim:lte
September 29,1998
1. CCjjce;ri:21 (or ScJ:.ej:'~GijC) Des5fJi P);c.se
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Page 8 of l pages
(E:\hibit A--Basic Services and Related Malters)
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P3ge 9 of L pages
(bhibit AuBasic Services and Rela1ed ;v13ilers)
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