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Home My WebLink AboutContract Amendment Augusta Richmond GA DOCUMENTNAME CDn+Vd(!(' Amerdment DOCUMENT TYPE: Contracfs YEAR: \ql19 BOX NUMBEK "5 FILE NUMBER: 1~~5 NUMBER OF PAGES: 3D I This is EXHIBIT 1, consisting of -L page, referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated CONTRACT AMENDMENT This is an exhibit to the Agreement made on ,1r1~?(jJ)etween Augusta Richmond County (OWNER) and Cranston, Robertson & Whitehurst, P.c. (E~GINEtR)'To;: providing professional services. This exhibit has been prepared for the purpose of incorporating an update of the Augusta Canal Third Level Improvements Study (1979), from Twiggs Street to Twelfth Street, into the scope of work. The purpose of updating the Third Level Improvements Study is to develop a coordinated plan of drainage improvements that will dovetail with the Atlanta Gas Light Ccmpany remediation plan and the Augusta Canal Master Plan in the area. The following represents a summary of the changes in the contract amount of the original agreement based on the proposal letter from Thomas H. Robertson to Clifford A. Goins dated March 30, 1998 and its attached Plan of Study dated March 27, 1998, which are included herewith as Appendix I to Exhibit I and are incorporated herein in their entirety hy reference: CONTRACT AMOUNT SUMMARY Contract Amount from Exhibit B (Your Purchase Order No. 141665) $50,370.00 Update to Augusta Canal Third Level Improvements Study (1979) $46.885.00 Revised Contract Amount $97,255.00 IN WITNESS WHEREOF, the parties hereto have made and executed this amendment this '7~ay of ~C~ ,1998. ~ Cranston, Robertson & Whitehurst, P.c. BYG'- w BY: ~p~ TITLE: ~~ TITLE: President This docurnef1lapplOYtd II to IQl ~ and Iorm. ~'1) ?~~e Page 1 of -L Page (Exhibit I--Contract Amendment) This is APPENDIX I to EXHIBIT I consisting of ~ pages referred to in and part of the Agreement between OWNER and ENGINEER for Professional Services dated ~ Cranston, Robertson & Whitehurst, P.C. KNGINBIlJl8 PL.\NNBJl5 SURVBYOBS OU) CHODm COMPANY ~O.l POST OP'P'lCJI BOX 2Me 4U Kt.L!S STB.DT AUCUSTA. GBOao1A 30t0S-2Mt TZI.ZPBONll (1011) 722 .15&1 TZLEC'OPIEB (108) 122.NTt J. CRAIO CRANSTON. P.!:., R.L.S. TBOMM R. aOUltTSOH. P~.. RoW. XLDamo. A. WBI'!'Z.IIUR8T. JR., P.B. JA..IImS 8. Cll4HI'OBD. JR.. P.E. March 30. 1998 JOHN T. ATTAWAY, B..L..S. WATN'B SWANN. R..L.S. molUS C. ZUBD. P~. Jon a. n.om DwtQBT &. PUlfD&uuu. II JOlIN Ii. Ht100 PATRIa w.!W'M'O DITB A. LA WRBHCB DBNNIS J. WZLCa Mr. Clifford A. Goins Augusta Engineering Department 70 I y[unicipal Building 530 Greene Street Augusta Georgia 30911 Re: Augusta Canal. Third Level Improvements Study 1998 Update Dear Drew: In accordance with your request. we are pleased to offer the following proposal for furnishing engineering services to update the Augusta Canal Third Level Improvements Study that we originally authored in 1979. The proposal outlines the project background and need. describes the scope of services offered. and presents a fee structure and time frame for accomplishing the work. PROJECT BACKGROUND AND NEED The Third Level of the Augusta Canal System forms the main drainage way for downtown Augusta. The purpose of its construction in 1845 was to serve as the tailrace for water-powered mills built on the second level of the canaL A secondary purpose was to provide an avenue for conveying away storm water and sanitary sewage from the city. The third level canal is now of linle importance as a tailrace. since all water turbine installations on the second level have been taken out of service. Major storm and sanitary sewer separation projects undertaken by the City of Augusta over the past twenty years have and will eliminate most of the sanitary sewage discharges. The third level canal remains important as a storm drain. though. especially because of its operation in conjunction with the Savannah River levee. Drainage from the central business district which tormerly t10wed directly into the river is now conveyed to the river via the third level canal. During periods of high stages in the river when the levee gates are closed. the third level canal not only drains the central city. but also serves as the principal drainage avenue for additional areas of the city outside the central business district. Unfortunately. the third level canal does not have sufticient capacity to handle the nood runotf directed toward it. In 1978. the City of Augusta commissioned our tirm to make a study of the third level canal. The resulting report outlined methods of increasing the nood handling capacity of the waterway. Page 1 of 7 Pages (Appendix] to Exhibit I - Contract Amendment) \lr. Clifford .-\. Goins \larch 30. 1998 Page 2 while improving the unsanit:uy and unsightly conditions along it. Three years later. our tirm prepared construction plans for the tirst of the five phases identified in the plan. That improvement project. constructed in about 1982. removed a major bottleneck at the culvert crossing under Laney- Walker Boulevard and the CSX Railroad. and involved walling and paving of approximately 1.500 feet of channel. Since that time. severnl circumstances have arisen and several plans have been made that affect the third level canal and its improvement along the lines outlined in the original study. These factors are described in the .ensuing paragraphs. Two further phases of concrete lined channel, reaching from the CSX Railroad to Eighth Street. were designed by others. but were not constructed due to unavailability of funding. Our tirm is currently working on redesigning these two phases. consolidated together. through an approach which seeks to stretch construction monies further by building new road crossings to reduce flow restrictions and making modest enlargements to the earth ch3lUlel between them. thereby postponing the concrete lining of the waterway until a later time. This approach will allow the most efficient use of scarce construction funding to do the most good for flood control in the interim. Major elements of the project will consist of a new bridge crossing at Twiggs (Seventh) Street: an inverted siphon on the Mid-city Interceptor Sewer at Twiggs Street: a new bridge at Eighth Street: a deepened. and perhaps minimally widened. channel from the Fifth Street storm sewer outfall to Eighth Street: and the diversion of flushing water from the Second Level canal. Recently. Atlanta Gas Light Company (doing business in Augusta as Georgia Natural Gas Company) has been assessing the extent of environmental contamination resulting from the operation of its old coal gasification works between King Street and Walton Way. and planning for its cleanup in a satisfactory m3lUler. Subsurface test results reported by their consulting engineering team. Remediation Technologies. Inc. and Law Engineering and Environmental Services. [nc.. indicate that residues of the manufactured gas process extend along the third level canal from the intersection of the second level canal near King Street west to the Twelfth Street gates area. These byproduct materials appear to extend to depths of four to fourteen feet below the bottom of the present waterway. The company has retained Remediation Technologies Inc. (ReT ec. Inc.) to assist them in developing a remediation plan of action that will be acceptable to the Georgia Environmental Protection Division. the City of Augusta. and others. It would seem that some amount of the soils in the bottom of the canal would need to be removed and properly disposed of. The main questions then become how much digging out: what amount of filling back and/or what type of capping method will be needed: and how can this work be done in a way that will complement the city plan for widening and deepening the canal to improve its hydraulic capacity? In 1989 the Georgia General Assembly established the .-\ugusta Canal .-\uthority to take advantage of the aesthetic. recreational. and historic values of the .-\ugusta Can~.d System. [n 1992 and 1993 the Authority developed a master plan. with extensive citizen involvement. for the long- Page 2 of 7 Pages (Appendix I to Exhibit I - Contract Amendment) \-lr. Clifford A. Goins March 30. 1998 Page 3 \ term improvement and use of the canal area. focusing on preservation. recreation. education. and economic development. Both the City Council of Augusta and the Richmond County Commission adopted the plan. As a result. the State of Georgia designated the canal area as a Regionally Important Resource. and the United States Congress designated the same area as the Augusta Canal National Heritage Area. The stated goals of the master plan for the area of the third level canal generally include rewatering the canal. neighborhood revitalization. historical interpretation of the gas works site. interim uses of open lands as an urban fann. and recreation trails connecting the gas works site and Dyess Park with other public canal lands lying to the west. The purpose ofrewatering the third level canal is to allow it to flow, instead of being relatively stagnant, making it more of an amenity to enhance the area rather than a ditch to be avoided. The plan suggested the possibility of enlarging the waterway in places to form one or more shallow lakes. Like the gas company remediation plan. this plan has not been coordinated in detail with the original third level improvements study. Also in the interim. the city experienced a major flood on October 12. 1990. This unusual period of heavy rainfall and runoff provided a live test of the effectiveness of the drainage ways in the region. including the third level canal. The city more recently experienced two lesser floods on September 24. 1995 and March 8. 1996. There are lessons to be learned about the operation of the canal as a drainageway based on the experience of city staff members during these events. Because of the circumstances and plans described above. it has now become desirable to update the 1979 Third Level Improvements Study to take into account the additional information. actions. and studies that have occurred during the intervening years. SCOPE OF WORK The purpose of updating the Third Level Improvements Study will be to develop a coordinated plan of drainage improvements that will dovetail with the Atlanta Gas Light Company remediation plan and the Augusta Canal Master Plan. While the work is described as an update to the earlier work. it will involve considerable new effort to take advantage of computer software and digital technology that was not available at the time of the original plan. Thus. in some sense. the resulting study will be entirely up to date and prepared by the latest methods. The engineering study will be conducted according to the following outline: Pro Dosed Plan of Study I. Vaify drainage basin extent changes. especially upper sub-basins. Tenth Street Area. etc. .-\ssemble data on extent of flooding and heights during the 1990 tlood. update hydrologic calculations based on above tindings. Surveying and mapping a. Convert maps to digital form. ., J. ~. Page 3 of 7 Pages (Appendix I to Exhibit I - Contract Amendment) ylr. ClitTord .-\. Goins .\olarch 30. 1998 Page ~ b. .-\dd current property lines and adjacent blocks from tax maps and GIS for more complete plan view. c. Update property ownerships from courthouse records. d. Reestablish survey conrrol base line. e. Plot borings from Georgia Natural Gas Company consultant (ReTec. Inc.) on base map. L Additional structure me:lSurements for new computer model input. 5. Validate or revise \'ertical alignment. in consultation \vith Georgia Natural Gas Company consultant (ReTec. Inc.) and .-\ugusta Canal Authority. to define additional alternatives. 6. Determine horizontal alignment :lS required for each alternative. 7. Recompute water surface protiles for various alternatives using current version ofHEC-RAS computer model. 8. Estimate preliminar;' earthwork quantities and costs a. Determine e:m:hwork quantities required for each alternative :lS required for canal construction only and :lS required to excavate to the approximate clean line (as established by Georgia ~atural Gas Co.) b. Cost estimates for alternatives. 9. Determination of en\'ironrnental cleanup factors and heritage area factors atTecting the alternative selection. in consultation with Georgia Natural Gas Co. and Augusta Canal Authority. 10. Selection of preferred altemati\'e in consultation \vith Augusta Engineering Department and prepare revised maps. 11. Refined cost estimate of prererred alternative. 1:2. Public meeting, if desired. to receive public comment on preterred alternative. 13. Revisions to plan and cost estimate. I~. Determine phasing strategy. 15. Prepare updated report. 16. Publish report and furnish 50 copies. We would expect to work closely \vith persons appointed by Atlanta Gas Light Company and by the Augusta Canal Authority to represent their various interests in this planning process. which will likely result in a series of compromises. It should be clear that the undersigned will not be the representative of the Canal .-\uthoriry. although he is currently a member of that body. FEE PROPOSAL \\ie propose to accomplish the engineering study described above tar a lump sum tee of $~6.88:,.OO. as broken down 0n the anached proposed Plan of Study dated \-Iarch n. 1995. We would expect to submit periodic in\'oices covering the proportion of the work completed and to receive payment within tifteen days thereafter. Page 4 of 7 Pages (Appendix I to Exhibit I - Contract Amendment) \!r. Clifford A.. Goins \-larch 30. 1998 Page 5 TIME OF COivlPlETION We are prepared to begin work immediately upon your ,direction and would expect to complete the study within 210 days thereafter. exclusive of time that may be required for reviews of our work at various stages. We recommend beginning work on this project concurrently with the adjacent project. .-\ugusta Canal Third level Improvements Phase [I. Assuming that we receive Notice to Proceed on Phase [[ by the end of April. the beginning date for this study should be May 1. 1998: and the completion c1ate. approximately November 30, 1998. With regard to the schedule tor Phase II itself it should have an added idle period of about 75 days between its concept and preliminary design phases to allow the early conclusions resulting from this study update to be taken into consideration in the project design. The proposed schedules for both projects are illustrated on the attached Completion Schedule dated March 27. 1998. We appreciate your contidence in our firm and the opportunity of making this proposal. We trust that you tind it satisfactory. Upon your approval. we will prepare a standard torm of agreement tor engineering services. Should you have any question concerning the scope of the services offered. the time schedule. or the tees. we stand ready to meet with you at your convenience to go over any aspect. Sincerely. CRANSTON. ROBERTSON & WHITEHURST. P.c. ~~~ THR/vlk Page 5 of 7 Pages (Appendix 1 to Exhibit I - Contract Amendment) 6. Determine horizontal alignment as required for each alternative. 7. Recompute water surface profiles for various alternatives using current version of HEC-RAS computer model. 8. Estimate preliminary earthwork quantities and costs a. Determine earthwork quantities required for each alternative as S ~.835.00 required for canal construction only and as required to excavate to the approximate clean line (as established by Georgia :-';atural Gas Co.) Cost estimates for alternatives. Augusta Canal Third Level Improvements Study 1998 Lpdate Proposed Plan I)f Studv March 27. 1998 DESCRIPTION I. Verify drainage basin extent changes. especially upper sub-basins. Tenth Street Area. etc. Assemble data on extent of flooding and heights during the 1990 flood. Update hydrologic calculations based on above tindings. Surveying and mapping a. Convert maps to digital form. b. Add current property lines and adjacent blocks from tax maps and GIS for more complete plan view. Co Update property ownerships from courthouse records. d. Reestablish survey control base line. e. Plot borings from Georgia Natural Gas Company consultant (ReTec. Inc.) on base map. f. Additional structure measurements for new computer model input. 5. Validate or revise vertical alignment. in consultation with Georgia Natural Gas Company consultant (ReTec. Inc.) and A.ugusta Canal Authority. to detine additional alternatives. ") 3. 4. b. Page 1 of2 Page 6 of 7 Pages (Appendix I to Exhibit I - Contract Amendment) ED: S 1.200.00 S 600.00 S 2.000.00 S 4.900.00 S 1.800.00 S 600.00 S 1.960.00 S 400.00 S 680.00 S 4.590.00 S 300.00 :5 ~.ooo.oo S 2.800.00 9. Determination of environmental cleanup factors and heritage area S 3.000.00 factors affecting the alternative selection. in consultation with Georgia ~atural Gas Co. and Augusta Canal Authority. 10. Selection of preferred alternative in consultation with .-\ugusta S 3.150.00 Engineering Department and prepare revised maps. II. Refined cost estimate of preferred alternative. S 1.200.00 12. Public meeting, if desired. to receive public comment on preferred S 1.200.00 alternative. 13. Revisions to plan and cost estimate. S 500.00 14. Determine phasing strategy. S 600.00 15. Prepare updated report. S 3.000.00 16. Publish report and furnish 50 copies. S 3.570.00 S 46.885.00 Augusta Canal Third Level Improvements Study 1998 Update and Augusta Canal Third Level Improvement, Phase II Design Proposed Completion Schedule I \ \ \ j 1. Study Items Davs 8.9.10 45 11-16 45 2. Phase II Design Contract Phase Days Concept & Prelim Design 150 Final Design 90 Proposed Revision 3. Calendar'" Phase Days Concept I 60 I I May i JUll I Prelim YO Final YO Jut I Aug I Sep i Oct. Nov. Dee I Jan I Feb i Mar : * Assumes start date of May l. 1998. Page 20f2 Page 7 of 7 Pages (Appendix I to Exhibit I - Contract Amendment) This document has important legal consequences; consultation with an attorney is encouraged with respect to its use, c:ompletion or modification. This document should be adapted to the particular circumstances of the contemplated Project and the applicable laws of the jurisdiction in which the professional services for the Project are to be perfonned. STANDARD FORM OF AGREEMENT BETWEEN O\VNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of , 1997 between Augusta-Richmond County ("OWNER") and Cranston. Robertson & Vlhitehurst P.c. ('ENGINEER"). O\VNER intends to construct improvements to the Augusta Canal. referred to bv proiect name as "AuQ:usta .Q!pal Third Level Improvements. Phase II." includim! the following maior elements: a new bridge at Twiggs (Seventh) Street: an inverted siphon on the Mid-Citv Interceptor Sewer at T\viggs Street; a new bridge at Eighth Street: a deepened and minimall" widened channel from the Fifth Street stonn sewer outfall to Eighth Street: and the diversion of flushing water from the Second Level Canal (the "Project"). OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the perfonnance of furnishing of professional engineering services by ENGINEER with respect to the Project and the payment for those services by OW"NER as set forth below. Execution ofthis Agreement by ENGINEER and OWNER constitutes O\VNER'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 AU) and in the other exhibits listed in Section 9 belov;. This Agreement will become effective on the date first above written. Page] of ] 5 pages SECTION I--GENERAL I.] Standard of Care. ENGINEER shall perform for or furnish to OWNER profes- sional enginl~ering 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 representative for the Project providing professional engineering consultation and advice with respect thereto. ENGINEER may employ such ENGI- NEER's Con!,ultants as ENGINEER deems necessary to assist in the perfonnance or furnishing of professional engineering and related :;ervices hereunder. ENGINEER shall not be required to employ any ENGINEER's Consultant unacceptable to ENGINEER. The standard of care for all professional engineering and related services perfonned or furnished by ENGINEER under this AgreemE:nt will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar conditions at the sanle time and in.the same locality. ENGI- NEER make!, no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER's services. 1.2 Coo rdination 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 ')e generally consistent therewith. Except as otherwise defined herein, the terms which have an initial capital letter in this Agreement and are defined in the standard General Conditions will be used in this Agreement as defined in the Standard General Conditions. The tenn "defective" will be used in thi:, 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. I Additiona/ Senices. Additional Services means the services to be performed for or furnished to OWNER by ENGINEER described in Section 3 of this Agreement. 1.3.2 Agreement. Agreement means this Standard Form of Agreement between OWNER and ENGINEER for Professional Services including those exhibits listed in Section 9 of this Agreement. 1.3.3 Basic Services. Basic Services means the services to be performed for or furnished to OWNER by ENGINEER described in Section 2 of this Agreement. 1.3.4 Construction Cost.....(;onstruction 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, or OWNER'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 perfonned or furnished with respect to the Project. 1.3.6 ENGINEER's Consultant. ENGINEER's Consultant means a person or entity having a contract with ENGINEER to perform or furnish Basic or Additional Services as 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 ENGI- 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 tenn 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"). I .3.9 Standard General Conditions. Standard General Conditions means the Standard General Conditions of the Construction Contract (No. 1910-8) (1990 Edition) of the Engineers Joint Contract Documents Committee. 1.3.10 Total Project Costs. Total Project Costs means the sum of the Construction Cost, allowances for contingencies, the total costs of design professional and related services provided by ENGINEER and (on the basis of information furnished by OWNER) allowances for such other items as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, for interest and financing charges and for other services to be Page 2 of 15 pages provided by (.thers to OWNER under paragraphs 4.4, 4.5 and 4.7 through 4:-M, inclusive. ~ SECTION 2-..BASIC SERVICES OF ENGINEER 2.1 Study and Report Phase (Conceptual Design) Upon this Agreement becoming effective, ENGINEER shall: 2.1.1 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 c btaining from others data or services of the types described in paragraph 4.4 which are not part of ENGINEER's Basic Service~;, 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 i~ to be undertaken in connection with the Project. 2.1.4 EvalL:ate 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 de~:ign criteria with appropriate exhibits to indicate the considerations involved and those alternate solutions available to OWNER which ENGINEER recommends. This Report will be accompanied by ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the Project, including the following which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design professional and related services provided by ENGINEER and, on the basis of infonnation furnished by OWNER, allowances for other item:; and services included within the definition of Total Project Costs. 2.1.6 Furnish the Report to and review it with OWNER. 2.1.7 Revise the Report in response to OWNER's comments, ~ as appropriate, and furnish final copies of the Report in the number set forth in Exhibit A. ~.1.8 Sublnit '~he Report withiR the stipulated peria6 ifH~ieBted '\ f\ m Exhibit A. ~~ 2.1.9 DJCI:'JEER's ser, ices tlfleler the StLley BRe Report ~'~ PhMe .....ill be umsieercd eal'flplete at the earlier of (I) the elate wheR the Report hfis beeR aeeeJ:lted by OWNER or (2) thirty days after the date '",'heR s\Jeh Report is e1elivered to O'J/NER for final ficecptfiRee, pl1:1s in eaeh eMe stleh additional time fiS J'f\a) be ecmsidcrea fCas5flable f{)r obtaiRiR~ aJ:lPf6val of ga <,erflmeRtal atltlwrities haviRg jurisdietiaR ta revie'.\' the J:lortielfls of the Preljeet desigRed elf specified by ENCINEER, if stleh BJ:lJ:lroval is to be obtaiRed dUfiR~ the Sttldy and Rcp6ft ~ ~ r The duties and responsibilities of ENGINEER during the Study /0 ~ and Report Phase as set forth in this paragraph 2.1 are amended l}-U 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, preliminary drawings, outline specifications and written descriptions of the Project. 2.2.2 Advise OWNER if additional reports, data or other infonnation or services of the types described in paragraph 4.4 are necessary and assist OWNER in obtaining such reports, data or other infornlation 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 at the earlier of (I) 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 Page 3 of 15 pages Design doc Jmentation. if such approval is to be obtained during the Pr~inary Design Phase. The duties and responsibilities of ENGINEER during the Preliminary Design Phase as set forth in this paragraph 2.2 are amended and supplemented as indicated in Exhibit A. 2.3 Fin al Design Phase. After acceptance by OW'NER of the Preliminary Design Phase documents and revised opinion of probable Construction Cost and indicaticn of any specific modifications or changes in the scope. extent. character or design requirements of the Project desired by OWNER. and upon written authorization from OWNER, ENGINEER shall: 2.3.) On the basis of the accepted Prelim inary Design docu- ments, the modifications or changes in the scope, extent, character or design requirements of the Project agreed upon by OWNER ancl ENGINEER and the revised opinion of probable Construction Cost prepare for incorporation in the Contract Documents final Drawings showing the scope, extent and character of the work to be perfonned and furnished by Contractor and Specifications (which will be prepared, where appropriate, in general confonnance with the sixteen division fonnat of the Construction Specifications Institute). 2.3.2 Provide technical criteria. written descriptions and design data for OWNER's use in filing applications for pennits with or obtaining approvals of such governmental authorities as have jurisc iction to review or approve the final design of the Project, and assist OWNER in consultations with appropriate authorities. 2.3.3 Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, itemized as provided in paragraph 2.1.5, as a result of changes in scope, extent or character or design requirements of the Project. 2.3.4 Prepar~ for review and approval by OWNER. its legal counsel and other advisors, contract agreement fonns, general conditions and supplementary conditions, and (where appropri- ate) bid fonns. invitations to bid and instructions to bidders (all of which wiI: be generally consistent in fonn and substance with the fomls and pertinent guide sheets prepared by the Engineers Joint Contract Documents Committee), and assist in the preparation of other related documents. :U.5 Furnish the above documents, Drawings and Specifica- tions to and review them with OWNER. 2.3.6 Submit the above documents, Drawings and Specifica- 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 (1) the date when the submittals have been accept'ed by OWNER or (2) thirty days after the date when such submittals are delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, if such approval is to be obtained during the Final Design Phase. The duties and responsibilities of ENGINEER during the Final Design Phase as set forth in this paragraph 2.3 are amended and supplemented as indicated in Exhibit A. 2.4 Bidding or Negotiating Phase. After acceptance by O\VNER 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.] 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 subcon- 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 tenninate and the services to be perfonned or furnished thereunder will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Conn-actors (except as may otherwise be required to complete the services called for in paragraph E7.2.5, if Exhibit E is a part of this Agreement). The duties and responsibilities of ENGINEER during the Bidding or Negotiating Phase are set forth in this paragraph 2.4 as amended and supplemented as indicated in Exhibit A. ., - _.~ Construction Phase During the Construction Phase: Page 4 of 15 pages f if ~ uP 1tj J 2.5.1 Gene"a/ Administration of Construction Contract. ENGINEER-~thatl 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 :lUthority of ENGINEER as assigned in said Standard Ger.eral Conditions shall not be modified, except to the extent provided in Exhibit A and except as ENGINEER may otherwis'~ 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 10 Site and Observation of Construction. In connection with observations of the work of Contractor while it is in progress: 2.5.2.1 ENGINEER shall make visits to the site at intervals appropriate to the various stages of construction as ENGI- 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. ffi aaaitie)fl, D~CINC[R 3hall pfG\iae the 3er,iee3 af 8 Re3icleflt Projeet Repre3efltative at the 3ite to a33i3t DJCI NE[R an,j to pro..-ide mere cofltiftl:W1l3 ob3en"ati6ft3 ef 3ueh won. The f\:lffti3fiiftg of 311eh Re3iaeftt Projeet Repre3e:fttlti'le 3cr','iees will net exteftd ENCmEER'3 re3pel13ibilitic3 or atlthority beyond the speeifie limits set f-orth elscNhere in this paragraph 2.5. Such visits and observatie,ns by ENGINEER and the Re3idcnt Pr6ject Repre3eRt7tWe 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 responsibil ities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling and similar methods of general observation of the work based on ENGINEER's exercise of professional judgment Il:'3ll:'3:.i:.tea by tfie Resident Project Represefttativc. Based on informa- tion obtained during such visits and such observations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Docu- ments and ENGINEER shall keep OWNER informed of the progress of the work. The responsibilities of ENGINEER contained in this paragraph are expressly subject to the limitations set forth in paragraph 2.5.2.2 and other express or general limitations in this Agreement and elsewhere. 2.5.2.2 The purpose of ENGINEER's visits to afta rej3re 3cRtatioft BY tfie Resident Projeet Repremllati v e at the site will be to enable ENGINEER to bener carry out the duties and responsibilities assigned to and undertaken by ENGI- NEER dULng the Construction Phase, and, in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed work of Contractor will conform in general to the Contract Docu- ments and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and pre- served by Contractor. On the other hand, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct or have control over Contractor's work nor shall ENG INEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor, for safety precautions and programs incident to the work of Contractor or for any 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 perfonn its work in accordance with the Contract Documents. 2.5.3 Defective Work During such visits and on the basis of such observations, ENGINEER shall have authority to 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; Fie/d Orders. ENGINEER shall issue necessary clarifications and interpreta- tions of the Contract Documents as appropriate to the orderly completion of the work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 2.5.5 Change Orders and Work Change Directives. 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 Page 5 of 15 pages equipment proposed by Contractor, but subject to the provi- sions ofparagmph 3.2.2. 2.5.8 Inspections and Tests. ENGINEER may require special inspections 0, tests of the work, and shall receive and review all certificate:; of inspections, tests and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Docllments. ENGINEER's review of such certificates will be for the purpose of detennining that the results certified indicate com(Cliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 2.5.9 Disagreements ben.veen OWNER and Contractor. ENGINEER ~;hall render the initial decisions on all claims of OWNER and Contractor relating to the acceptability of the work or the ir:terpretation of the requ irements 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 App/ic::Jtions for Payment. Based on ENGINEER's on- site observations as an experienced and qualified design professional and on review of Applications for Payment and the accompanying data and schedules: 2.5.10.1 ENGINEER shall determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such o:)servations and review, that, to the best of the ENGINEER's knowledge, infonnation and belief, 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 Document:; and to any other qualifications stated in the recommen :lation), and the conditions precedent to Con- tractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe the work. In the case of unit price work, ENGINEER's recommendations of payment will include final deternl inations of quantities and classifications of such work (subj(:ct to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained i:1 paragraph 2.5. I O. I are expressly subject to the limitations set forth in paragraph 2.5.10.2 and other express or general ..imitations in this Agreement and elsewhere. 2.5.1 0.2 B~I recommending any payment ENGINEER shall not thereby be deemed to have represented that on-site observations made by ENGINEER to check the quality or quantity of Contractor's work as it is perfonned and furnished have been eA1laustive, 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 ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGI- 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, techniques, 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 perfonning 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 allY liens, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 2.5.11 Contractor's Completion Documents. ENGINEER shall receive, review and transmit to owner with written comments maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, and marked-up record documents (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. ENGINEER's review of such documents will only be to determine generally that their content complies with the requirements of, and in the case of certificates of inspections, tests and approvals that the results certified indicate compli- ance 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 detennine if the work is substantially complete. If after considering any objections of OWNER, ENGINEER considers the work substantially complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and Contractor. 2.5.] 3 Fina! Notice of Acceptability of the Work. ENGINEER shall conduct a final inspection to detennine if the completed work of Contr'actor 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 in the f-ofll'l etteehecl hereto a3 ~ Exhibit 0 (the "Netiee of Aeecptebility ef W6fk") that the work is acceptable (subject to the provisions of paragraph ~ Page 6 of 15 pages ~ 2.5.10.2) to the best of ENGINEER's knowledge, information and belief anfHo5ased on the extent of the services performed and furnishec. by ENGINEER under this Agreement. 2.5.14 Limitation o/Responsibilities. ENGINEER shall not be responsible fi)r 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 ~;hall not be responsible for Contractor's failure to perform or ft; rn ish the work in accordance with the Contract Documents. 2.5.15 Duration 0/ Construction Phase. The Construction Phase will commence with the execution of the construction contract for the Project or any part thereof and will terminate upon written recommendation by ENGINEER of final pay- ment. ]fthe 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 O~erati8Ral Phase During thc 'Jpcratiollal Phase, ENG INEER shall, .....hen reqtlcsted by O\\'NER: 2.6.1 Provide assistancc in conRcetion with thc refiniflg afld adjlistiflg ef any equipment or system. ? .6.2 Assist JWNER in trainiRg O\VNER's staff to opcratc and maintain '~hc Project. 2.6.: Assist O\VNER in dc';cloping systcms flfla precedtlres for control of the 0peration and maintenancc of ane rccord keel"in[; for the Project. 2.6.4 Prepare s set ef reproducible record dra....iflgs showiflg rceore iRformation v;hieh CNGINEER eonsiders signifieant based on the Dra....iRgs, Shop Drawiflgs, and other ree6ra eOetltflents fumished by Ccmfraetor to ENGINEER v..hieh werc aRRotated by COfltraetor to show all ehaflges maae dmiflg constftletioR. DJGIJ>:EER '.vill f10t bc responsible for afl)" errors in or on".issiofls in the inforrflation provises bj' Cefltrac tor that is ineorporated in the reeord dra,;iflgs or other reeera doel1meflts. 2.6.5 In compan.,. with O'NNER, .isit the Preje:et te ebser.e aR)' apparent dcf.ccts in the eompletes work, assist o\\rNER ifl con:mltations and discussions with CORlraeter eeReeming correction of .lueh clcfects, aRa make reeolflmensati6f1S as to replaeement or eerTCetiofl of defeetive work. 2.6.6 Provide miscellancelis scr. iees as re'lliestea b) OWNER iR eenncetioR .....ith Projeet eloseolit. 2.6.7 The Operatioflal Phase may eOfllmeRee dliring thc CORstrtletiell1 Phase find ...,ill term iRate ofle yea I' after the date of Sl1bstaRtial C6mplctiofl. The stlties aRa rcspensibilities ef ENGINEER durifl!', the ~ Operatioflal Phase as set forth in this paraE;raph 2.6 arc..tUt/ amended aRa :mppleflleflted as indicated in Exhibit A. lJ;,i,(. 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 connec- 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 O\VNER. 3.1.3 Services resulting from evaluation by ENGINEER during the Study and Report Phase at OWNER's request of alternative solutions in addition to those specified in Exhibit A. 3. 1.4 Services resulting from significant changes in the scope, extent or character of the portions of the Project designed or specified by ENGINEER or its design requirements including, but not limited to, changes in size, complexity, OWNER's schedule, character of construction or method of financing; and revising previously accepted studies, reports, Drawings, Specifications or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports, Drawings, Specifications, or Contract Docu- ments, or are due to any other causes beyond ENGINEER's control. 3.1.5 Services resulting from facts revealed about conditions: Page 7 of 15 pages 3.1.5. I v..hich are different from infonnation about such condition!~t O\VNER previously provided to ENGI- NEER under paragraph 4.4 and upon which ENGINEER was entitled to rely; or 3.\.5.2 as to which OWNER had responsibility to provide information under paragraph 4.4 if such infonnation was not previously provided. 3, ].6 Providing renderings or models for OWNER's use. 3.1. 7 Preparing documents for alternate bids requested by OWNER for Contractor's work which is different from the Conceptual Design. 3.1.8 Undemking 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 perfornled by OWNER. 3.1.9 Furnishing services of ENGINEER's Consultants for other than Basic Services; and furnishing data or services of the types described in paragraph 4.4 when OWNER employs ENGINEER t'J provide such data or services in lieu offurnish- ing the same under paragraph 4.4. 3.1.10 Serviees 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. I I Services during out-of-town travel required ofENGI- NEER other than visits to the site or OWNER's office as required by Section 2. 3, I , 12 Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not lim ited to, COftstrtletioft Mflftflgemeflt, Cost Estimating, Project Peer Review, Value Engineering and Constructabili':y Review requested by OWNER; and perfonn- ing or furnishing services required to revise studies, reports, Drawings, Spe:cifications or Contract Documents as a result of such review processes. ~ f :;.1, I:; DetErmiflifl~ the fleeel"tfleilit) ef stlbstitute materiflls ana eqtlipment proposed duriflg the l3iddiflg or Negotiatiflg Phflsc when :iubstiwtioll prier to the flWflra of wfltrflets is allowcd by the l3iddiRb Documents. 3.1.14 Assistance in connection with bid protests, rebidding or renegotiating contracts for construction. materials, equipment or services, e;(cept when such assistance is required to com- plete services called for in paragraph E7.2.5, if Exhibit E is a part of this Agreement. uiP ~ 3.1.15 Providing field surveys for design purposes, cngiflecr ing 3Uuey's ana stflkiflg to eftflele COfltrfletor to proeeed .. itk its 'NClrk, and any type of property surveys or related engineer- ing services needed for the transfer of interests in real property; and providing other special field surveys. 3.1.16 Preparation of operating, maintenance and staffing manuals to supplement Basic Services under paragraph 2.6.3. 3.1.17 Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project (except for assistance in consultations which is included as pal1 of Basic Services under paragraphs 2. 1.3 and 2,3.2). 3. I .18 Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER under paragraph 4.12. 3.1.19 Other additional service's performed or furnished by ENGINEER in connection with the Project, including services which are to be furnished by OWNER under Section 4, and services not otherwise provided for in this Agreement. 3.2 Required Additional Services. When required by the Contract Documents in connection with the performance or furnishing of ENGINEER's services during the Construction Phase, ENGINEER shall perform or furnish, without waiting for specific authorization from OWNER, Additional Services of the types listed in paragraphs 3.2.1. through 3.2.6, inclusive. These services are not included as part of Basic Services except to the extent provided in Exhibit A. Required Additional Services will be paid for by OWNER as indicated in Section 6. ENGINEER shall advise OWNER in writing promptly after starting any such Additional Services. 3.2.1 Services in connection with Work Change 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 of the construction contract in evaluating and determin- ing the acceptability of a substitution which is inappropriate for the Project or an excessive number of substitutions, 3.2.3 Services resulting from significant delays, changes or price increases occurring as a direct or indirect result of materials, equipment or energy shortages. Page 8 of 15 pages 3.2.4 Additt(fflftl or extended services during construction made necessary by (I) 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 nonnal working hours, or (4) default by Contractor. 3.2.5 Service:s (other than Basic Services during the Opera- tional Phase) in connection with any partial utilization of any part of the Prcject by O\VNER prior to its Substantial Comple- tion. 3.2.6 Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connec- tion with the work. SECTJON 4-. OWNERS RESPONSIBILITIES Except as oth'~rwise provided in Exhibit A, OWNER shall do the following in a timely manner so as not to delay the services of ENG1NEER and shall bear all costs incident thereto: 4.1 Designat'~ in writing a person to act as OWNER's repre- sentative with respect to the services to be perfonned or furnished by ENGINEER under this Agreement. Such person will have complete authority to transmit instructions, receive infornlation, interpret and define OWNER's policies and decisions with respect to ENGINEER's services for the Project. 4.2 Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expendability, and any budgetary 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 i nfornlation pertinent to the Project including previous reports and any other data relative to design or construction of the Project. 4.4 Furnish to ENGINEER, as requested by ENGINEER for performance of Basic Services or as required by the Contract Documents, the following: 4.4.1 data pre Jared 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 e,: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 perfonn 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 specimation, and during construction; 4.4.3 appropriate professional interpretations of all of the foregoing; 4.4.4 environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the site and adjacent areas; 4.4.5 field stlf've)!s f-or aeSigR ptlfposes flRd prepert)', boundQ.thq/J Bry, cBsemeRt, right of WB)', topographie BAa t1tility survcys or dBtfl, ineludil1g fcle',Bnt reference paints; 4.4.6 property descriptions; 4.4.7 zoning, deed and other land use restrictions; and 4.4.8 other special data or consultations not covered in Section 2. OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness of all reports, data and other information furnished pursuant to th is paragraph. ENGINEER may use such reports, data and information in perfonning 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 perfonn 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 portions of the Project designed or specified by ENGINEER and such approv- als and consents from others as may be necessary for comple- tion 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 Page 9 of 15 pages 4.9.3 such''2tttditing 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.] O. I that Contractor is complying with any law, rule, regulation, orc.inance, code or order applicable to Contractor's perfonning and furnishing the work; or 4.] 0.2 that Contractor is taking all necessary precautions for safety of persons or property and complying with any special provisions oLhe Contract Documents applicable to safety. ENG INEER does not undertake in this Agreement to perfonn the services referred to in 4.10.1 and 4.10.2 above. The identity of any individual or entity employed to perfonn such services and the scope of such services will be disclosed to ENGINEER. 4.1 I Advise ENGINEER of the identity and scope of services of any indept~ndent consultants employed by OWNER to perfonn 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 O\VNER designates a person or entity other than, or in addition 1:0, ENGINEER to represent OWNER at the site, OWNER shall define and set forth in an exhibit that is to be mutually agre~d upon and attached to and made a part of this Agreement be'fore such services begin, the duties, responsibili- ties and limitations of authority of such other party and the relation thereCifto the duties, responsibilities and authority of ENGINEER. 4.12 Prior to the commencement of the Construction Phase, notify ENG INEER 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 parties in connection with the financing or completion of the Project. OWNER and ENGI- NEER shall reach agreement on the tenns of any such re- quested notice or certification and OWNER shall authorize such Additional Services as are necessary to enable ENGI- NEER to provide the notice or certification requested under this paragraph. 4.13 If more than one prime contract is to be awarded for work designed or specified by ENGINEER, designate a person or entity to ha've authority and responsibility for coordinating the activities among the various prime contractors, and define and set forth the duties, responsibilities and limitations of authority of such persons or entity and the relation thereof to the duties, responsibilities and authority of ENGINEER in an exhibit that is to be mutually agreed upon and attached to and made a part of this Agreeme.flt before such services begin. 4.14 Furnish to ENGINEER data or estimated figures as to OWNER's anticipated costs for services to be provided by others for OWNER (such as services pursuant to paragraphs 4.4,4.5 and 4.7 through 4. 14, inclusive) and other costs of the types referred to in paragraph 2.1.5 so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's opinion of Total Project Costs. 4.15 Attend the pre-bid conference, bid opening, pre-construc- tion conferences, construction progress and other job related meetings and Substantial Completion and final payment inspections. 4.16 Give prompt written notice to ENGINEER whenever OWNER observes or othenvise becomes aware of any devel- opment that affects the scope or time of performance or furnishing 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 3.1 of this Agreement or other services as required. SECTION 5--TIMES FOR RENDERING SERVICES 5.1 ENG INEER '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 If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such periods oftime 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 Page 10 of ] 5 pages Exhibit E is a part of this Agreement) after completion of the Final Desigrr"'Phase or does not proceed in an orderly and continuous progression, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement. 5.4 If ENGINEER's services for design or during construction of the Project are delayed or suspended in whole or in part by OWNER: 5.4.1 for mo:-e than three months through no fault of ENGI- NEER, ENGr\JEER shall be entitled to equitable adjustment of rates and amounts of compensation provided elsewhere in this Agreement to reflect among other things, reasonable costs incurred by ENGINEER in connection with such delay or suspension and reactivation and the fact that the time for performance under this Agreement has been revised; or 5.4.2 for mor'~ than one year through no fault of ENGINEER, or if ENGINEER for any reason is required to render Construc- tion Phase services more than one year after Substantial Completion i~: 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 in 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 (sllch as in the case offast-tracking), OWNER and ENGINEER shall, prior to commencement of the Final Design Phase, develop a schedule for performance of ENGINEER's services during the Final Design, Bidding or Negotiating and Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in Exhibit A whether or not the work under such contracts is to proceed concurrently. SECTION 6--PA YMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES 6.1 Metb ods of Payment for Services and Expenses of ENGINEER 6.1.1 For Bas.ic Services. OWNER shall pay ENGINEER for Basic Services perfonned or furnished under Section 2 on the basis set forth in Exhibit B. 6.1.2 For Additional Services. 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 Rellllbursable Expenses. In addition to payments provided for in paragraphs 6.].] and 6.1.2, OWNER shall pay ENGINEER for Reimbursable Expenses incurred by ENGI- NEER and ENGINEER's Consultants as set fOlth 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. IfO\VNER 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 Cause. In the event of tennination by OWNER for cause under paragraph 8.1.] : 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- fonned or furnished in accordance with this Agreement by ENGINEER during that phase through the date of tennination 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 perfonned or furnished in accordance with this Agree- ment through the effective date of the tennination. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses. Page II of I 5 pages 6.2.3.2 Termination by OWNERfor Convenience. ]n the event of tE:tlffination by OWNER under paragraph 8.1.2.: 6.2.3.:~.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. ENG]>JEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses, and for termir.ation expenses under subparagraph 6.2.3.2.3 below. 6.2.3.:~.2 During any phase of Basic Services, ENG]- NEER also will be paid for such services performed or furnished by ENG]NEER during that phase through the date o:~termination on the basis specified in Exhibit B. In addition, ENGINEER will be paid for the charges of ENGr"iEER'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 tern1ination expenses under subpara- graph 6.2.3.2.3 below. 6.2.3.:U ]n the event of termination by OWNER for convenience during or at completion of any phase of Basic Services, OWNER shall pay ENG]NEER's reasonable expenses directly attributable to tern1ination in accordance with rates applicable to the various categories of Additional Services measured from the date oftennination, including other fair and reasonable sums for overhead and profit, and costs of tenninating contra:ts with ENGINEER's Consultants. 6.2.3.3 Termination By ENGINEER for Cause. In the event of termination by ENGINEER for cause under paragraph 8.1.1, ENGINEER shall be entitled to receive compensation calculated as set forth in paragraph 6.2.3.2. 6.2.4 Records of ENGINEER's Costs. Records of 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'~ opinions of probable Construction Cost pro- vided for herein are to be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best judgment as an experienced and qualified professional engi- neer generally familiar with the construction industry. How- ever, since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, ENGINEER cannot and does not guarantee that proposals, bids or actual 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 ]f a Construction Cost limit is established between OWNER and ENGINEER, such Construction Cost limit and a statement of ENG]NEER'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 CONSIDERA T]ONS 8.1 Termination The obligation to provide further services under this Agree- ment may be terminated: 8.1.1 For cause, 8.1.1.1 by either party upon thirty days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fau It of the terminating party. Notwithstanding the foregoing, this Agreement will not tenninate 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 ENG INEER: 8.1.1.2. J upon seven days' written notice if ENG]- NEER believes that ENGINEER is being requested by OWNER to furnish or perform services contrary to ENG]NEER's responsibilities as a licensed design professional; or Page] 2 of ] 5 pages J i{ 8.1.1-~~ upon seven days' written notice if the ENGINEER's services for design or during the con- struction of the Project are delayed or suspended for more than ninety days for reasons beyond ENGI- NEER's control. 8.1.1.:~.3 In the case of termination under this para- graph 8.1.1.2, ENGINEER shall have no liability to OWNER on account of such termination. 8.1.2 For cOJlvenience, by OWNER effective upon the receipt of notice by ENGINEER. 8.2 Reuse of Documents. All document~; including Drawings and Specifications provided or furnished by ENGINEER (or ENGINEER's Consultants) pursuant to this Agreement are instruments of service in respect of the Project, and ENGINEER and ENGINEER's Consultants, as appropriate, shall retain an ownership and property interest therein (including the right of reuse by and at the discretion of ENGINEER and ENGINEER's Consultants, as appropriate) whether or not the Project is completed. OWNER may make and retain copies for infornlation 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 reu se 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, aRa OWNER shall indenmify aRd hold hafmlcs.; ENGINEER and ENGINEER's CORStlltaRts from all claims, damages, losscs aRd cxpcnscs ineltldiRg attomeys' fee:, arisiRg out of Of fesulting therefrom. Any such verification o~ adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 8.3 Insurance. 8.3.1 ENGINEER shall procure and maintain insurance as set forth in Exhibit F, "Insurance," for protection from claims under workers compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of an;1 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 therdrom. OJGINEER snail list O\\~JER as an ~ addititlHal iRsl:lfcd 0/1 ENGINEER's geRcralliaBilit,' iRStlfaRee pefiey-: ~ 8.:.2 O\lmLR snail list ENGI~JEER liRa ENGINEER's CORstlltaRts 1'1:1 aaditienal iRStlfeaS OR aRY gCRefal liabili~y 6r f'f6f'eft)' iRstJ:~BRee I'6lieie3 eBrried by O\\~Jr:R wnien Bre aJ"fllielible to the Project. O\\~JER shall reCjl1ire Contfactor te pl1rehase aRd lllaiRtain genentlliaBilit: and other insufance as sflceified in the Contract DocumeRts and to list ENGINEER aRa ENGINEER's Consl1ltants as adaitienal inStil cds .....ith resflect to sueh liability, f'roperty aRa BthCf inSl1rBRee fll:lf chlt3ca BRa maiRtaincd BY Cemtflietor. All policics of f'foflert)' ^., ~ iRsuraRcc shall contain flfO, isiems to the effcct tnat ENGI ~ NEER's aRd ENGINEER's Consultant:!' iRtercsts afe eoHrea (}Ra tnat in the c .cnt of fla)'meRt of aR)' los:! or daRlage tne iRs\:lrcf:! ',,;ill hft.'C no rights ef rccovcry against an) of thc 1'Hf/ iRs\:lred er aaaitienal iR3\:1rca3 therCURtJef. 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 ENGINEER. 8.5 Successors and Assigns. 8.5.1 OWNER and ENGINEER each is hereby bound and the partners, successors, executors, adm inistrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 8.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party of this Agreement and to the partners, successors, executors, adminis- trators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 8.5.2 Neither OWNER nor ENGINEER may assign, sublet or transfer any rights 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 th is I im itation 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 Page 13 of 15 pages p JP ui> ~ ~ 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 part)'. The OWNER agrees that the substance of the provision~: of this paragraph shall appear in the Contract Documents. 8.6 Di:!pute :Re38Iuti8n. Iflmd to the cKtent that O"VNCR and CNGltJCER hav'e agreed on a method and pweeaure for resohtiflg disptltes eetweefl thcm arisiRg (ut of 01' relating to th is A~reemeflt, stleh disptlte resolution method aRd proeedtlrc, if an)', is set forth if! Exhibit G, "Disptltc Resolution." OWNER and ENGINEER agree to llcf,otiate ill gl)od faith fer a period of thirty dals fr0m the date 5f notiee of all disptltcs bet...een them prior to exereising their rights undcr Cxhibit G or other provisions of this Agreement, 01' under the 1:tW: 8.7 Allocation of Risks--Indemnification. 8.7.1 To the tlJllest extent pennitted by law, ENGINEER shall indemnify and hold hallllless OWNER, OWNER's officers, directors, pattners, employees and agents from and against any and all claim 5, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attor- neys and oth,~r professionals and all court or arbitration or other dispute resolutions costs) caused solely by the negligent acts 01' omissions of ENGINEER 01' ENGINEER's officers, directors, paltners, employees, agents and ENGINEER's Consultants in the performance and furnishing of ENGI- NEER's services under this Agreement. The indemnification provision of the preceding sentence is subject to and limited by the provisions agreed to by OWNER and ENGINEER in Exhibit H, "A Ilocation of Risks," if any. 8.7.2 To thc fullest exteflt permitted bl la.., OWNER shall indelllflify afld hold harmless ENGINEER, ENGINEER'S offieers, direetof3, pa1tners, efllplo)'ecs and ageflts afld ENGINEER'3 Consultants frem find flgflill3t aR)' afld all claims, C03ts, 103so and damages (iReltldiflg btlt not limited to all fees alld ehargcs of engincers, arehiteets, attorneys and other pf5fessionals and all eoult 01' arbitrutiofl or other dispute rcsoltltiofl c03t3) eatlsed 301cly b)' the Ilcgligeflt aets or omis sions of O'i,'NI:R 01' OWNER's 5ffieers, direetols, flartfler3, employees, fl~)ClltS and OWNER's eonstlltants 'with respeet t5 this Agreement 51 the Project. 8.7.::; III addition to the iflden'lllity providcd under paragraph 8.7.2 of this ,'\greemcllt, and to thc fullest extent pcrmitted by 1m..., OWNER shall indemnify and hold harmless ENGINEER and its 0ffiecr.l, directors, flortncrs, employecs, find agents and ENGINEER':l Consultants from afld agaiFl3t all elaims, eost3, 1033e3, and dflmagcs (incltlding but n5t limited to all fees and charges of engineers, architeet3, flttorf!e)'s and other profcs sieJFlals and all e5urt or arbitration or other dist)t1te resolutiofl if costs) catlsed by, arising out of or relflting to the presellee, disehflr~e, releasc, or cseape of Asbe3tos, PCBs, Petrolcl:lm, Ilazardous Waste, or Radioaetive Matcrial at, on, llflder 01 d/ [1'0111 the Project site. l'Rr 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 patty) 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 term ination of th is Agreement for any reason. 8.10 Severability. Any provision or part of the agreement held to be void 01' 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 pmt thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. SECTION 9--EXHlBITS AND SPECIAL PROVISIONS 9.1 This Agreement is subject to the provisions of the follow- ing Exhibits which are attached to and made a palt 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 J.. Pages. 9.2 This Agreement (consisting of pages I to ---1i., inclusive and the Exhibits identified above) constitutes the entire agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument. 9.3 Exhibit G, Special Stipulations consisting of 1 page. Page 14 of 15 pages IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written. OWNER: ENGINEER: Au!?usta-Ricll ~ TitlV J Title: President Address for giving notices: Municipal Building 452 Ellis Street Augusta. Georgia 30911 Post Office Box ? 546 ~f-: Augusta. Georgia 30903 'TllI1 ~ IPPf'OYtt! .. ~ ~~~'7 [..UJV -,.~ Page 15 of 15 pages This is EXHIBIT A, consisting of -L pages, referred to in the agreement OOtween OWNER and ENGINEER for Professional Services, dated , 1991- Initial:~ OWNER ENGINEE Further Description of Basic Engineering Services and Related Matters Sections 2,3,4 and 5 of the Agreement are amended and supplemented and the time periods for the perfonnance of the Basic Services as indicated in Section 5 of the Agreement are established, all as indicated below: A2.0 Genenil The Basic Services are premised on the following general scope of professional services: The work will begin with performing field surveys to supplement and enhance existing topographic maps of the study area. The maps will be converted into digital fonnat. The recommendations outlined in the "Third Level Improve- ments Study" and in the proposal will be validated and expounded on in consultation with the OWNER. An investiga- tion into the :Jossibility of diverting flushing water from the second level canal will be made. Budget cost estimates will be prepared. Alterations to the scope or phasing of the project will be made as necessary. Initial plans requiring approvals or permits of other agencies, such as GADOT, will be shared early, so that their comments can be taking into consideration. Work requiring the services of other consultants will be coordinated. The work will also include a presentation of the Conceptual Design to the public in a neighborhood meeting format. Upon completion and approval of the Conceptual Plan, the Preliminary Design Phase will be undertaken. Concepts and layouts will bt: refined and fUlther worked out with the advice and input of rhe OWNER. Drawings will be prepared with sufficient detail so that the right-of-way and easements for the project can be delineated and a preliminary cost estimate made. Further design studies beyond the scope of this proposal, including subsurface investigations, archaeological documenta- tion, and possible wetlands permitting, may be necessary. The Final Design Phase will begin upon the approval of the preliminary plans. The work will include incorporating comments received on the preliminary submittal; developing details, plans, sections, and elevations; preparing specifications and contract documents; furnishing a cost estimate and a schedule for bidding; submitting these documents for approval by the OWN ER : and incorporating any review comments received. The bidding phase will follow the receipt of approvals of the final design documents. The work will generally consist of assisting the OWNER with obtaining competitive bids for the construction work, reviewing the bids, recommending an award and issuing a Notice to Proceed. Construction phase engineering services will consist of periodic site visits to observe the progress and general quality of the work as it progresses; reviewing shop drawings; prepar- ing any change orders required; reviewing contractor's monthly applications for partial payment; and making a pre-final and a final site visit to determine whether or not the work has been completed in substantial confornlity with the plans and specifications. Site visits will generally be when called upon to inspect a particular area or to resolve a construction conflict. While more intense on-site observation services are beyond the scope of this proposal, we have the capability for furnishing more frequent observation or resident project representation, if those services should be desired. Any observation services will be for the purpose of moni- toring compliance with the plans, specifications and contract documents, and will not in any manner be a guarantee of the schedule, materials, appliances, or methods of the contractor, nor for the safety of the job. A2.1 Final Products Deliverables under this proposal will generally consist of ten sets of detailed construction plans, technical specifications, contract documents, and cost estimates. Additional copies will be available at the cost of reproduction. Drawings will be prepared in ink on Mylar film at suitable scales, using matched sheets where necessary. Drawings can also be fmished in digital fonnat in Intergraph MicroStation or AutoCAD Release 13 format, if desired, at no additional cost. In the case of difference between the drawings and the elec- tronically produced images, the hard copy tracings will govern. Page 1 of -L pages (Exhibit A--Basic Services and Related Matters) A2.2 Time 1}r-€ompletion - The design and bidding phases will be completed according to the following estimated schedule, exclusive of times required for review of the work at various stages: Phase COl1ceptuaIlP:-eliminary Design Final Design Subtotal, Design Phase Bidding and Award Phase Estimated Time 150 days 90 davs 240 days 45 days Page 2 of .2.... pages (Exhibit A--Basic Services and Related Matters) .. ~ Payments to ENGINEER for Services and Reimbursable Expenses .. This is EXHIBIT B, consisting of..l pages, referred to in the Agreement between OWNER and ENGINEER for Professional Services, dated , 192.L C.AJ.N ~~kR niJ- ENGINE~ Secrion 6 of the Agreement is amended and supplemented to include the following agreement of the parties: Lump Sum Method of Payment (With 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. under paragraph 3.1.1.17), an amount equal to ENGINEER's Salary Costs times a factor of 2 .15. B6.1 I. I General. A lump sum fee of $50,3 70.00 for all services of ENGINEER (except for services of ENGINEER's Resident Project Representative performed or furnished under paragraph 2.5.2.1, Operational Phase services performed or furnished under paragraph 2.6, and services to furnish easement plats.) including services of ENGINEER's Consul- tants See paragraph B6.3 for breakdown. B6.1.2.2 ENGINEER's Consultants. For services of ENGINEER's Consultants perfornled or furnished pursuant to paragraph 3.1 or 3.2, the amount billed to ENGINEER therefor times a factor .LJ2. B6.].1 For Basic Services. OWNER shall pay ENGINEER for Basic Service:; as follows: B6.1.2.3 This section has been intentionally omitted. B6.1.2.4 It is anticipated that the contract for con- struction will be let in one (I) or two (2) concurrent prime contracts. . 86.1.1.2 Resident Project Representative Services. For services of ENGINEER's Resident Project Representative performed or furnished under para- graph 2.5.2.1, an amount equal to ENGINEER's Salary Costs time a factor of 2J2 for services per- form ed or furnished by principals and employees engaged directly in resident Project Representation. B6.1.2.5 Serving as a Witness. For services per- formed by ENGINEER's principals and employees as ~ consultants or witnesses in any litigation, arbitration rY or other legal or administrative proceeding under paragraph 2.1.17, at the rate of $1.200.00 per day 6f ~ fiR)' !'Jortien thereef (but compensation for time spent 1 ~M in preparing to appear in any such litigation, arbitra- tion or proceeding will be on the basis provided in paragraph B6.1.2.2. 86.1 1.3 Operation Phase Services. For Operation Phase Services perfornled or furnished under para- graph 2.6, an amount equal to the ENGINEER's Salary Costs times a factor of 2.15 for services performed or furnished by principals and employees engaged directly on the Project. B6.1.3 For Reimbursable Expenses. OWNER shall pay ENGINEER for Reimbursable Expenses such as: Out of town travel. if anv. 86.1.2 For Additional Sen1ices OWNER shall pay ENGINEER for Additional Services as follows: 86.1.2.1 General. For services of ENGINEER's principals and employees engaged directly on the Proje:t perfonned or furnished pursuant to paragraph 3.] or 3.2 (except services as a consultant or witness The amount payable to ENGINEER for Reimbursable Ex- penses will be the charge actually incurred or the imputed cost allocated by ENGINEER therefor times a factor of .LJ2. Page ] of ~ pages (Exhibit B--Lump Sum Method) 86.1.4. Salary Costs. Salary Costs means salaried and wages (basic, premium"and incentive) paid to personnel plus the cost of customary and statutory benefits 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 ENGINEER and the imputed current hourly Salary Costs of such principals are as follows: Imputed Hourly Princioal (name and title) Salarv Costs As substantiated bv pavroll records $ $ $ $ 86.1.5 Adjustment of SalOl)' Costs. The Salary Costs and the factor applied to Salary Costs in deternlining compensation payable to ENGINEER will be adjusted annually and equitably to reflect changes in the various elements that comprise such Salary Costs and factor. All such adjustments will be in accordance with generally accepted accounting practices as applied on a consistent basis by ENGINEER and consistent with ENGINEER's overall compensation practices and procedures. B6.2 Other Provisions Concerning Payments. 86.2.] Preparation 0/ Invoices. The portion of the amount billed for ENGfNEER'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 portion related to services rendered on a Salary Costs basis will be billed based on the Salary Costs (multiplied by a factor, if any, as stated above) incurred at the time of billing. 86.2.2 Bidding and Construction Phases. The 8idding and Construction Phase fees are based upon a construction time period of approximately nine months and upon the award of a single contract for the work. B6.2.3 Payments Upon Termination. 86.2.3.4 In 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 2.15 for services performed or furnished during that phase to date of termination by ENGINEER's principals and employees engaged directly on the Project. B6.3 See page 3 (The remainder of this page was left blank intentionally.) Page 2 of -L pages (Exhibit B--Lump Sum Method) ~ . . B6.3 Breakdown of Lump Sum 86.2.] The D)llowing is a breakdown of the lump sum fee given in paragraph B6.1.1.]: Phase Percentage Fee Conceptual Design 15% $ 7,555.00 Preliminary Design 30% $ 15,111.00 Final Design 35% $ 17,630.00 Bidding/Negotiation 5% $ 2,5] 9.00 Construction 15% $ 7,555.00 TOTAL ]00% $ 50,3 70.00 ~ vJft Page 3 of ..J..... pages (Exhibit B--Lump Sum Method) ~ . AI This is EXHIBIT F, consisting of -L pages, referred to in and part of the Agreement betweeR-OWNER and ENGINEER for Professional Services dated I nitiai/!;/;: r:;-W OWNER ENG IN EE Insurance Paragraph 8.3 of the Agreement is amended and supplemented to include the following agreement of the parties. F8.3 Insurance A. The limits of liability for the insurance required by paragraph 8.3.] of the Agreement are as follows: I. By ENGINEER: a. Workers' Compensation: Statutory b. Employer's Liability -- I) Each Accident: 2) Disease, Policy Limit: 3) Disease, Each Employee: $ 100,000 $ 500,000 $ ] 00,000 c. General Liability-- I) Each occurrence (Bodily Injury and property Damage): 2) General Aggregate $ 500,000 $1,000,000 d. Excess or Umbrella Liability-- I) Each Occurrence: 2) General Aggregate: $1,000,000 $] ,000,000 e. Automobile Liability-- ]) Combined Single Limit (Bodily Injury and Property Damage): Each Accident $ 500.000 f. Other (specify): Professional Liability $1.000,000 2. By OWNER: Self-Insured. Page I of .-L Pages (Exhibit F--Insurance) l! . . EXHIBIT G SPECIAL STIPULATIONS 1. This Agreement is intended by the Parties to, and does, supersede any and all provisions of the Georgia Prompt Pay Act, O.C.G.A. Section 13-11-1, et seq. In the event any provision of this Agreement is inconsistent with any provision of the Prompt Pay Act, the provision of this Agreement shall control. 2. 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 ln Richmond County and waives any right to contest the venue in the Superior Court of Richmond County, Georgia.