HomeMy WebLinkAboutTASK ORDER AGREEMENT FOR CONSULTANT SERVICES (MASTER SERVICES AGREEMENT) CONSTANTINE ENG TASK ORDER AGREEMENT FOR CONSULTANT SERVICES
(Master Services Agreement)
This Agreement made on 7' , 2012 between the Cit f Augusta, GA
[CLIENT], who's address is 60 Bai� Street Augusta, GA 30901-1546, and Constantine Engineering�
I� [CONSULTANT], a Florida Corporation having a Florida office located at 1988 Lewis
Turner Boulevard, Fort Walton Beach, Florida, 32547.
CLIENT as a public entity is engaged in the administration, operation, and maintenance of water,
wastewater, and public works related facilities, services, and programs that, from time to time,
require analysis, revision, renovation, and extension of existing facilities and programs;
operation; the construction of new facilities; and other related projects where professional
consulting engineering and related services will be needed.
CLIENT requires the services of a qualified firm to perform certain professional and technical
services for CLIENT projects.
CLIENT intends to engage the CONSULTANT to perform certain professional services related to
subsurface utility engineering, surveying, general engineering, planning, consulting, design,
operation, and construction services for water, wastewater, and public works related projects
[Assignment] and the CONSULTANT has the expertise and has a thorough knowledge of such
services.
Each Assignment will have the following characteristics:
On an as-needed basis, CLIENT will issue Task Orders to the CONSULTANT describing the
work required for each Assignment to be undertaken under this Agreement. In response, the
CONSULTANT will prepare a scope of work and cost estimate which shall become part of the
Task Order upon execution by both parties. No work will commence until a fully executed Task
Order is received by the CONSULTANT.
In consideration of the mutual promises herein, CLIENT and the CONSULTANT agree that the
terms and conditions of this Agreement are the following:
SECTION 1. BASIC SERVICES
1.1. Basic Services. The services to be performed under this Agreement shall be specifically
described for each Assignment in individual Task Orders written and executed in accordance
with this Agreement.
1.2. Term of Agreement. This Agreement will become effective upon completion of signatures
by both parties and will run for a period of three (3) years. This Agreement may be renewed
for three (3) additional three-year periods upon signed agreement by both parties.
SECTION 2. ADDITIONAL SERVICES
2.1. Written Authorization. Additional services may be required in carrying out the work in each
Task Order. These Additional Services will be undertaken only upon written amendment to
�' a Task Order and upon authorization by CLIENT.
SECTION 3. OBLIGATIONS OF CLIENT
3.1. CLIENT Responsibilities. It is agreed that certain obligations shall be performed or
furnished by CLIENT. These obligations include:
3.1.1. Designating a representative who shall have authority to transmit instructions,
receive information and enunciate CLIENT's policies and decisions; CLIENT's
representative shall be identified in each Task Order.
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3.1.2. Arranging for and holding promptly any required meetings.
3.1.3. Providing access to and obtaining permission for the CONSULTANT to enter upon
public and/or private lands as required for CONSULTANT to perform surveys,
observations, or other necessary functions. CONSULTANT will reasonably rely
upon the accuracy, timeliness, and completeness of the information provided by
CLIENT.
3.1.4. Making available to the CONSULTANT all known existing information which may,
in any way, be pertinent to the work herein described. CONSULTANT will
reasonably rely upon the accuracy, timeliness, and completeness of the information
provided by CLIENT.
3.1.5. Responding within a reasonable time to the CONSULTANT's requests for written
decisions or determinations, pertaining to the work, so as not to delay the services
of the CONSULTANT.
3.1.6. Giving prompt written notice to the CONSULTANT whenever CLIENT becomes
aware of any event, occurrence, condition or circumstance which may substantially
affect the CONSULTANT's performance of services under this Agreement.
3.2. Contractor Indemnification and Claims.
3.2.1. CLIENT agrees to include the provisions of Section 11.18 of this Agreement in all
construction contracts with contractors.
3.2.2. CLIENT agrees to include provisions providing contractor indemnification of
CLIENT and CONSULTANT for other contractor's negligence.
3.2.3. CLIENT shall require construction contractor(s) to name CLIENT and
CONSULTANT as additional insureds on the contractor's general liability
insurance policy.
3.2.4. CLIENT agrees to include the following clause in all contracts with equipment or
materials suppliers:
"Contractors, subcontractors, and equipment and material suppliers on the Project, or their
sureties, shall maintain no direct action against CONSULTANT, CONSULTANT's
officers, employees, affiliated corporations, and subcontractors for any claim arising out of,
in connection with, or resulting from the CONSULTANT services perforrrced. CLIENT
will be the only beneficiary of any undertaking by CONSULTANT."
3.2.5. Changes. CLIENT may make or approve changes within the scope of Services
under a Task Order. If such changes affect CONSULTANT's cost of or time for
performance of the Services, an equitable adjustment will be made through an
amendment to the affected Task Order.
SECTION 4. TIME SCHEDULE
4.1. Authorization. Unless otherwise directed by CLIENT, the CONSULTANT shall commence
the performance of the Basic Services upon execution of a Task Order by both parties which
shall constitute Authorization to Proceed.
4.2. Additional Services. Performance of any of the Additional Services described in Section 2
will commence as described in an executed written amendment to a Task Order by CLIENT
and shall be completed in accordance with a schedule set forth in the authorization.
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SECTION 5. AMOUNT AND METHOD OF PAYMENT
5.1. Method of Payment. For services provided under Section 1, Basic Services, and Section 2,
Additional Services, payment shall be made in accordance with the Task Order.
CONSULTANT will submit invoices for each Task Order to CLIENT each month covering
services completed to date and, and as applicable, for materials and equipment delivered and
� stored on-site or off-site. Each invoice will be prepared in CONSULTANT's standard form
and supported by documentation according to CONSULTANT's standard practice. Within
60 days of receipt of the invoice, CLIENT shall give detailed, written notice of any sums
which it may reasonably dispute or contest. If the parties are unable to resolve the matter
within 15 days, only that portion so reasonably contested may be withheld from payment.
Invoices will be numbered sequentially and specify the time period for charges, the work
performed, the amount requested for that invoice and a total amount paid to date and budget
remaining. The CONSULTANT shall clearly state "Final Invoice' on the CONSULTANT's
final/last invoice to the CLIENT. This shall indicate that contracted services have been
performed and all charges and costs have been invoiced�to the CLIENT. This invoice shall
close this Task Order to future billings and future charges shall be waived by
CONSULTANT. CONSULTANT shall deliver to the CLIENT for approval and acceptance,
and before being eligible for final payment of any amounts due, all documents and materials
required by the respective Task Order.
5.2. Compensation. The compensation for Services to be defined in each Task Order for each
assignment to this Agreement will be based on either a lump sum amount basis, or on
CONSULTANT's Per Diem Rates, included as Exhibit 1, for the actual time worked on the
Project. CONSULTANT also will be compensated for Direct Expenses incurred for the
Project, plus a service charge of 10 percent of Direct Expenses, plus applicable sales, use,
value-added, business transfer, gross receipts, or other similar taxes, unless modified by
subsequent Task Orders or unless compensation is based on a lump sum amount and these
costs are included in the lump sum.
5.2.1. Direct Expenses are those necessary costs and charges incurred for the Project as
described in the Task Order including, but not limited to: (1) the direct costs of
transportation, meals and lodging, mail, subcontracts and outside services; special
CLIENT-approved Project-specific insurance, letters of credit, bonds, and
equipment and supplies; (2) CONSULTANT's current standard rate charges for
direct use of CONSULTANT's vehicles, laboratory tests and analyses, word
processing, computers and communication, printing, binding and reproduction
services, and certain field equipment; and (3) CONSULTANT's standard project
charges for special health and safety requirements of OSHA. Reimbursement for
Direct Expenses will be on the basis of actual charges plus 10% of the actual
charges.
5.2.2. Per Diem Rates are those hourly or daily rates charged for work performed on the
Project by CONSULTANT's employees of the indicated classifications. These rates
are subject to annual calendar year adjustments; include all allowances for salary,
overheads and fees; but do not include allowances for Direct Expenses unless
modified by subsequent Task Orders.
5.3. Payment by CLIENT. CLIENT will process payment to the CONSULTANT within 30 days
after receipt of CONSULTANT's invoice.
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5.4. Delay in Payment. If CLIENT fails to pay CONSULTANT within 30 calendar days after
receipt of any invoice, CONSULTANT will be entitled to any or all of the following:
5.4.1. Interest. CLIENT will be charged interest at the rate of 1-1/2% per month, or that
permitted by law if lesser, on all past-due amounts starting 30 calendar days after
payment by the Client. Payments will first be credited to interest and then to
principal.
5.4.2. Suspension of Work. If CLIENT fails to make payment in full within 30 calendar
days of the date due for any undisputed billing, CONSULTANT may, after giving 7
calendar days' written notice to CLIENT, suspend Services under this Agreement
until paid in full, including interest. CONSULTANT shall be entitled to an
adjustment in compensation and the work schedule for the affected Task Order
pursuant to Section 8.
SECTION 6. CHANGES
6.1. Written Authorization. CLIENT may, at any time, by written fully executed amendment to a
Task Order, make changes in the services or work to be performed within the general scope
of this Agreement, including alterations, reductions, therein or additions thereto.
6.2. Equitable Adjustment. Upon receipt by the CONSULTANT of the CLIENT's notification of
a contemplated change, the CONSULTANT shall (1) if requested by the CLIENT, provide an
estimate far the increase ar decrease in cost due to the contemplated change, (2) notify the
CLIENT of any estimated change in the completion date, and (3) advise the CLIENT in
writing if the contemplated change shall affect the CONSULTANT's ability to meet the
completion dates ar schedules of this Agreement. If such changes cause an increase or
decrease in the Consultant's cost of, or time required for, performance of any services under
this Subcontract, an equitable adjustment shall be made and this Subcontract shall be
modified in writing accordingly.
SECTION 7. DISPUTES
7.1. Dispute Resolution. If a dispute or complaint [Dispute] arises concerning this Agreement,
CONSULTANT and CLIENT will use their best efforts to negotiate a resolution of the Dis-
pute, including the use of alternative dispute resolution options.
SECTION 8. DELAY OR SUSPENSION OF WORK
8.1. Convenience of CLIENT. CLIENT may order the CONSULTANT to suspend, delay, or
interrupt all or any part of the CONSULTANT's services under any Task Order for such
period of time as CLIENT may determine to be appropriate for the convenience of CLIENT.
8.2. Adjustment for Delay or Suspension of Work. If the performance of all or any part of the
CONSULTANT's services is suspended, delayed, or interrupted for the convenience of
CLIENT, an appropriate extension of time and compensation for the affected Task Order
shall be made, and the Task Order modified in writing accordingly. In the event
CONSULTANT is delayed in perfarmance of Services by any act or neglect of CLIENT, the
CLIENT, or anyone far whom CLIENT is responsible or by Acts of God, strikes, lockouts,
accidents, or other events beyond the control of CONSULTANT, then CONSULTANT's
compensation and the work schedule for the affected Task Order shall be equitably adjusted
in writing. In the event delays to the Task Order work is encountered for any reason, the
parties agree to undertake reasonable steps to mitigate the effect of such delays.
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SECTION 9. TERMINATION OF AGREEMENT
9.1. Written Notice. This Agreement may be terminated for convenience on 30 calendar days'
written notice or for cause if either party fails substantially to perform through no fault of the
other and does not commence correction of such nonperformance within 5 calendar days of
written notice and diligently complete the correction thereafter.
9.2. Adjustment for Services Performed. In the event that this Agreement is terminated by
either CLIENT or the CONSULTANT, the CONSULTANT shall be compensated for all
services satisfactorily performed to the date of termination including reimbursable expenses,
then due, mobilization and demobilization, and subcontractor termination costs. Such
compensation shall be based on the arrangement set forth in each Task Order, unless
otherwise agreed. For those portions of services rendered to which this arrangement cannot
be applied, payments shall be based upon reasonable rates for the CONSULTANT's actual
time spent on the work.
SECTION 10. INSURANCE
10.1. CONSULTANT's Coverage. Priar to commencing work, the CONSULTANT shall
obtain and maintain in effect for the duration of this Agreement at its own cost and expense
the following insurance with insurance companies licensed in the State of Florida and shall
provide certificates evidencing such insurance, including coverage for contractual liability, to
CLIENT in a form acceptable to CLIENT. Insurance carriers shall be A+ rated by AM Best
Company and have a financial size of X or higher.
10.2. Additional Insured. The policies or certificates for general and motor vehicle liability
insurance shall name CLIENT and the CLIENT as an Additional Insured.
10.3. Certificate of Insurance. All policies or certificates therefore, shall provide that 30 days
prior to cancellation or material change in the policies, notice of same shall be given to
CLIENT by certified mail, return receipt requested, for all policies so affected.
10.4. Minimum Coverage. The minimum required coverage is the following:
10.4.1.Worker's Compensation and Employer's Liability. Worker's Compensation in
compliance with the statutory requirements of the State and Employer's Liability in
compliance with the statutory requirements of the State.
10.4.2.General Liability. Comprehensive general liability insurance covering operations,
completed operations, contractual agreements, and independent contractars, each
with minimum limits of liability as set forth below, issued to and covering the
liability of the CONSULTANT with respect to all work performed by the
CONSULTANT under this Agreement.
Bodily Injury, including death:
$1,000,000 each person
$1,000,000 each accident
Property Damage: $500,000 each accident
10.4.3.10.4.3 Motor Vehicle Liability. Motar vehicle liability insurance including all
owned, hired, or non-owned vehicle equipment for minimum limits of:
Bodily Injury, including death:
$1,000,000 each person
$1,000,000 each accident
Property Damage: $500,000 each accident
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10.4.4.Professional Liability. Professional liability insurance in an amount of at least
$1,000,000 total limit of liability per claim and aggregate with a maximum
deductible amount of $50,000.
SECTION 11. GENERAL PROVISIONS
11.1. Indemnification.
11.1.1.CONSULTANT to the fullest extent permitted by law, shall indemnify and hold
harmless the CLIENT, its officers and employees for any claims, damages, losses,
and costs, including, but not limited to, reasonable attorney's fees and litigation
costs, arising out of claims by third parties for property damage or bodily injury,
including death, to the proportionate extent caused by the negligence or willful
misconduct of Consultant, Consultant's employees, affiliated corporations, and
subcontractors in connection with Services performed under Task Orders issued
hereunder.
11.1.2.CLIENT to the fullest extent permitted by law, shall indemnify and hold harmless
the CONSULTANT, its employees, affiliated corporations, and subcontractors for
any claims, damages, losses, and costs, including, but not limited to, reasonable
attorney's fees and litigation costs, arising out of claims by third parties for
property damage or bodily injury, including death, to the proportionate extent
caused by the negligence or willful misconduct of CLIENT, or its employees or
contractors in connection with Task Orders issued hereunder.
11.2. Successors. This Agreement is binding on the successors and assigns of CLIENT and
CONSULTANT. The Agreement may not be assigned in whole or in part to any third parties
without the written consent of both CLIENT and CONSULTANT.
11.3. Independent Contractor. CONSULTANT represents that it is an independent contractor
and is not an employee of CLIENT and CONSULTANT shall be solely responsible for with-
holding of all taxes, social security and insurance payments for its employees or agents.
11.4. Interpretation. Interpretation and enforcement of this Agreement shall be in accordance
with the laws of the State of Florida.
11.5. Notices. Written notices may be delivered in person ar by certified mail, or by facsimile,
ar by courier. All notices shall be effective upon the date of receipt by the party. Notices
shall be delivered or sent to the designated representative of the other party at the address
given on the last page of this Agreement. An address may only be changed by written notice.
11.6. Entire Agreement. This Agreement, including any Task Orders, schedules, attachments
and referenced documents, is the entire agreement between CLIENT and the
CONSULTANT. Any prior or contemporaneous agreements, promises, negotiations or
representations not expressly stated herein are of no force and effect. Any changes to this
Agreement shall be in writing and signed by CLIENT and CONSULTANT.
11.7. Waivers and Severability. A waiver or breach of any term, condition, or covenant by a
party shall not constitute a waiver or breach of any other term, condition or covenant. If any
court of competent jurisdiction declares a provision of this Agreement invalid, illegal, or
otherwise unenforceable, the remaining provisions of the Agreement shall remain in full
force and effect. Limitations of liability, indemnities, and other express representations shall
survive termination of this Agreement for any cause.
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11.8. Covenants.
11.8.1.The standard of care applicable to CONSULTANT's engineering or related services
will be the degree of skill and diligence normally employed by professional
engineers or consultants performing the same or similar services at the time said
services are performed. CONSULTANT will re-perform any engineering or related
services not meeting this standard without additional compensation.
CONSULTANT represents that it has or will secure at its own expense all necessary
personnel and equipment required to perform the services required by Task Orders
to this Agreement, unless modified by the Task Order. Such personnel shall not be
employees of, or have a contractual relationship with the CLIENT. CONSULTANT
shall be solely responsible for adequate management and supervision of its
employees, agents, and its subcontractors, the means, methods and techniques of
performing its services and the technical accuracy and adequacy of reports of
analysis and other deliverables required under the Task Order and this Agreement.
11.8.2.CONSULTANT warrants that it will perform its services in accordance with and
comply with applicable Federal, State and local laws, ordinances, and regulations,
including but not limited to, applicable provisions of the Federal Clean Air Act, as
amended and the Federal Occupational Health and Safety Act, as amended at the
time said services are performed.
11.9. Lower-Tier Subcontracts. CONSULTANT warrants that it will not subcontract any
portion of the services to be performed under this Agreement or any Task Order(s) without
the prior written consent of CLIENT, which consent may be withheld at CLIENT's sole
discretion. CONSULTANT warrants that it will bind all approved, lower-tier subcontractors
to the provisions of this Agreement. However, neither this Agreement, nor any lower-tier
subcontracts will create any contractual relationship between any lower tier subcontractor
and CLIENT, nor shall CLIENT have any liability to any lower-tier subcontractor. The
CONSULTANT shall be solely responsible for the satisfactory perfarmance of services
subcontracted by the CONSULTANT.
11.10. Confidentiality. Consultant warrants that it will not disclose and will hold confidential
all technical data or other information furnished to Consultant by CLIENT or its Client, or
reviewed or generated by Consultant, including without limitation, all data reports, opinions,
conclusions, or recommendations prepared by Consultant.
11.10.1. Notwithstanding the foregoing, Consultant shall not be obligated to maintain
confidentiality of any such information if (1) its disdosure is required by applicable
law ar regulation; (2) its disclosure is ardered by a court of competent jurisdiction
or other governmental order or directive; (3) CLIENT consents in writing (4) the
information is/or becomes part of the public domain through no fault or
negligence of Consultant; or (5) Consultant lawfully possessed the information
prior to receipt from CLIENT, provided however, in the event the Consultant shall
be so required to disclose any such information pursuant to (1) or (2) above, Cons-
ultant shall prior to disclosure, give notice to CLIENT, who shall have the right, at
its own expense, to interpose all objections it may have to the disclosure of the
information.
11.11. Conflict of Interest. Upon receipt of each Task Order and its understanding of the
Project, the Consultant shall determine if a conflict of interest exists. Accordingly, Consultant
warrants that it and its employees do not have, nor shall they acquire any interest, direct or
indirect which would constitute a conflict of interest in the performance of the services
required under this Subcontract and authorized Task Orders. A conflict of interest is defined
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to be any interest which in CLIENT's reasonable judgment has the affect or appearance of
affecting Consultant's impartial performance of its services.
11.12. General CONSULTANT Obligations. In addition to the specific scope(s) of service
required under each authorized Task Order, CONSULTANT shall be responsible for the
following:
11.12.1. CONSULTANT shall designate in writing a person to act as CONSULTANT's
representative with respect to the services to be rendered under this Agreement
and each Task Order. Such person shall have complete authority to receive
instructions and information from CLIENT and interpret and define
CONSULTANT's policies, specifications, and reports.
11.12.2. CONSULTANT shall retain complete and accurate analytical and financial
records of all work performed pursuant to this Agreement for the longer of (1) the
period of two years following completion of services under a Task Order; or (2) the
minimum period specified in the Contract between CLIENT. This record retention
period may, upon notice to the CONSULTANT by CLIENT, be automatically
extended during the course of any administrative or judicial action involving the
CLIENT regarding matters to which the records are relevant.
11.13. No Third Party Beneficiary Rights. Nothing in this Agreement shall be interpreted or
construed to give any rights ar benefits to anyone other than the CONSULTANT, and
CLIENT. Therefore, there are no third party beneficiaries of this Agreement.
11.14. Order of Precedence. In the event of conflict between provisions of this Agreement, the
conflict or ambiguities shall be resolved by giving precedence as follows: (a) an individual
Task Order subject to the conflict, (b) this Agreement, and (c) the Contract's terms and
provisions.
11.15. Publicity. CONSULTANT shall not disclose the CLIENT's name or the nature of its
services being provided under any Task Order, or engage in any other publicity or public
media disclosures with respect to its services to be performed under this Agreement or under
any Task Order without the prior written consent of CLIENT.
11.16. Limitations of Liability
11.16.1. To the maximum extent permitted by law, CONSULTANT's liability for
CLIENT's damages under any Task Order will not, in the aggregate, exceed the
Task Order value, whether such liability arises out of breach of contract ar
warranty, tort including negligence, strict or statutory liability, or any other cause
of action.
11.16.2. To the maximum extent permitted by law, CONSULTANT and CONSULTANT's
affiliated corporations, officers, employees, and subcontractors shall not be liable
for CLIENT's special, indirect, or consequential damages, whether such damages
arise out of breach of contract or warranty, tort including negligence, strict or
statutory liability, or any other cause of action. In order to protect CONSULTANT
against indirect liability or third-party proceedings, CLIENT will indemnify
CONSULTANT for any such damages.
11.16.3. This article takes precedence over any conflicting article of this Agreement or any
document incorporated into it or referenced by it.
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11.17. Representatives.
11.17.1. The authorized representatives of the CLIENT shall be:
Name: Tom Wiedmeier, P.E.
Title: Director
Company: City of Augusta Utilities Department
Address: 360 Bay Street
Augusta, GA 30901-1546
Telephone: 706.312.4160
Facsimile:
E-Mail: twiedmeier@augustaga.gov
11.17.2. The authorized representative for CONSULTANT shall be:
Name: James P. Kizer, Jr., P.E.
Title: President
Company: Constantine En�ineering
Address: 1988 Lewis Turner Boulevard
Fort Walton Beach, Fl 32547
Telephone: 850.244.5800
Facsimile: 850.862.5808
E-Mail: jkizerC�tcgeng.com
11.18. CONSULTANT's Personnel at Construction Site.
11.18.1. In the event the presence or duties of CONSULTANT's personnel is necessary
pursuant to a Task Order at a construction site, whether as onsite representatives or
otherwise, do not make CONSULTANT or CONSULTANT's personnel in any way
responsible for those duties that belong to CLIENT and/ar the construcHon
contractors or other entities, and do not relieve the construction contractors or any
other entity of their obligations, duties, and responsibilities, including, but not
limited to, all construction methods, means, techniques, sequences, and procedures
necessary for coordinating and completing all portions of the construction work in
accordance with the construction contract documents and any health or safety
precautions required by such construction work
11.18.2. CONSULTANT and CONSULTANT's personnel have no authority to exercise
any control over any construction contractor or other entity or their employees in
connection with their work or any health or safety precautions and have no duty
for inspecting, noting, observing, correcting, or reporting on health or safety
deficiencies of the construction contractor(s) or other entity or any other persons at
the site except CONSULTANT's own personnel.
11.18.3. The presence of CONSULTANT's personnel at a construction site is for the
purpose of praviding to CLIENT a greater degree of confidence that the completed
construction work will conform generally to the construction documents and that
the integrity of the design concept as reflected in the construction documents has
been implemented and preserved by the construction contractor(s). CONSULTANT
neither guarantees the performance of the construction contractor(s) nor assumes
responsibility for construction contractor's failure to perform work in accardance
with the construction documents.
SECTION 12. SPECIAL PROVISIONS, EXHIBITS AND SCHEDULE
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12.1. This Agreement is subject to the following special provisions:
12.1.1.Opinions of Cost, Financial Considerations, and Schedules. In providing
opinions of cost, financial analyses, economic feasibility projections, and schedules,
CONSULTANT has no control over cost or price of labor and materials; unknown
or latent conditions of existing equipment or structures that may affect operation or
maintenance costs; competitive bidding procedures and market conditions; time or
quality of performance by operating personnel or third parties; and other economic
and operational factors that may materially affect the ultimate cost or schedule.
Therefore, CONSULTANT makes no warranty that actual costs, financial aspects,
economic feasibility, or schedules will not vary from CONSULTANT's opinions,
analyses, projections, or estimates. CLIENT will employ an independent cost
estimator, contractor, ar other appropriate advisor if CLIENT requires greater
assurance as to any element of cost, feasibility, or schedule.
12.1.2.Advertisements, Permits, and Access. Unless otherwise agreed to in the Task
Order , CLIENT will obtain, arrange, and pay for all advertisements for bids;
permits and licenses required by local, state, or federal authorities; and land,
easements, rights-of-way, and access necessary for CONSULTANT's services or
Project construction.
12.1.3.Reuse of Project Documents. All reports, drawings, specifications, documents,
and other deliverables of CONSULTANT, whether in hard copy or in electronic
form, are instruments of service far the pertinent Task Order, whether the Task
Order is completed or not. CLIENT agrees to indemnify CONSULTANT and
CONSULTANT's officers, employees, subcontractors, and affiliated corporations
from all claims, damages, losses, and costs, including, but not limited to, litigation
expenses and attorney's fees arising out of or related to the unauthorized reuse,
change or alteration of these Task Order documents.
12.1.4.CONSULTANT's Deliverables. CONSULTANT's deliverables, including record
drawings, are limited to the sealed and signed hard copies. Computer-generated
drawing files furnished by CONSULTANT are for CLIENT's convenience. Any
conclusions or information derived or obtained from these files will be at user's sole
risk.
12.1.5.Lega1 Assistance. The Scope of Services in this Agreement does not include costs
of CONSULTANT for required or requested assistance to support, prepare,
document, bring, defend, or assist in litigation undertaken or defended by CLIENT.
All such services required or requested of CONSULTANT by CLIENT, except for
suits or claims between the parties to this Agreement, or where both are parties to a
suit or claim, will be reimbursed as mutually agreed, and payment far such services
will be in accordance with a separate Task Order. That, CLIENT will pay
CONSULTANT for labor and expenses incurred in satisfying the requirements and
assisting in any audit required by CLIENT, the United States Environmental
Protection Agency, and Comptroller General, the United States Department of
Labor, the State Regulatory Agency or any of their duly authorized representatives
unless the necessity of the audit is caused by CONSULTANT's negligence. The
basis of payment will be defined as a Task Order to this Agreement.
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SECTION 13, ATTACHMENTS, SCHEDULES, AND SIGNATURES
13.1. This Agreement, including its attachments and schedules, constitutes the entire
Agreement, supersedes all prior written or oral understandings, and may only be changed by
a written amendment executed by both parties. Attachments included are:
13.1.1.Exhibit 1- 2012 Hourly Per Diem Rate Schedule and Standard Rates for Direct
Expenses for Professional Consulting Engineering Services to Augusta Utilities
Department.
13.1.2.Execution Authority. This Agreement is a valid and authorized undertaking of
CLIENT and CONSULTANT. The representatives of CLIENT and CONSULTANT
who have signed below have been authorized to do so.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the
day and year shown on the cover page.
CLIENT CONSULTANT
City of Augusta Constantine En 'neerin In .
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Title: ��r�,�'� Tc'�
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Witness � ` `; r Witne :
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Address for Gi��ng�Notic�;: �
36'Q Bay �kreet �"�` 1988 Lewis Turner Boulevard
Augusta, Gl���30�01-1546 � Fort Walton Beach, FL 32547
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Augusta-Constantine MSA revised 03062012 11-11