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HomeMy WebLinkAboutHDR ENGINEERINGSTATE OF GEORGIA RICHMOND COUNTY CONSULTANT: PROJECT: DATE EXECUTED: DATE COMPLETED: MAJOR PROTECTS CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (CITY) AND HDR ENGINEERING, INC. (CONSULTANT) 1 OF 24 REVISION DATE: June 2006 STATE OF GEORGIA RICHMOND COUNTY WHEREAS, the CITY desires to engage a qualified and experienced consulting firm to furnish professional services for: and, MAJOR PROJECTS CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (CITY) AND HDR ENGINEERING, INC. (CONSULTANT) This Agreement is made and entered into this / 7 day of 2012 by and between AUGUSTA, Georgia, a political subdivision of the State of G rgia, h reinafter called the "CITY" and HDR Engineering, Inc, a Corporation authorized to do business in Georgia, hereinafter called the "CONSULTANT." WHEREAS, the CONSULTANT has represented to the CITY that it is experienced and qualified to provide the services contained herein and the CITY has relied upon such representation. NOW, THEREFORE, in consideration of the mutual promises and covenant herein contained, it is agreed by and between the CITY and the CONSULTANT that: 2 OF 24 REVISION DATE: June 2006 GENERAL PROVISIONS CONSULTANT has agreed, in this Agreement with CITY to procure the services of licensed design professionals, to provide the engineering services required to provide professional engineering and design services for the Project in accordance with the requirements as outlined in and attached as Attachment A - Scope of Services and other relevant data defining the Project. CONSULTANT COORDINATION The CONSULTANT shall reasonably cooperate with all municipalities, local government officials, utility companies, and other consultants as directed by the CITY. CONSULTANT and all relevant parties agree to work together on the basis of trust, good faith and fair dealing, and shall take actions reasonably necessary to enable each other to perform this Agreement in a timely, efficient and economical manner. All parties agree to cooperate in a manner consistent with good design practice and will exercise the degree of skill and diligence normally employed by professional engineers or consultants practicing under similar conditions at the same time and in the same locale. CONSULTANT will re- perform any services not meeting this standard without additional compensation. AMENDMENTS TO AGREEMENT Every amendment to the Scope of Services shall become and is hereby made a part of this Agreement. Amendments must be fully executed by both the CONSULTANT and CITY to be valid. REDUCTION IN REQUIRED SERVICES DATE CHANGES If reductions in the required services are ordered by CITY, the credits shall be the amounts for such services as described in subsequently executed Amendments to this Agreement, and no claim for damages for anticipated profits shall accrue to the CONSULTANT. If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such periods of time or dates are changed through no fault of CONSULTANT, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. AGREEMENT MODIFICATIONS This Agreement shall not be modified except by a duly executed Amendment hereto in writing under the hands and seals of both parties hereto. TIME OF COMPLETION 3 OF 24 REVISION DATE: June 2011 GEORGN The time of completion shall be as described in the schedule attached hereto as Attachment D - Schedule. AUGUSTA This Agreement shall terminate immediately and absolutely at such time as appropriated and otherwise obligated funds are no longer available to satisfy the obligations of the CONSULTANT on behalf of the CITY under this Agreement. However, CONSULTANT will be compensated for all work prior to termination of contract even if the CITY has obligated the funds to other projects. PROJECT PROGRESS CONSULTANT'S services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion. LITIGATION Nothing in this Agreement shall be construed as obligating the CONSULTANT to appear, support, prepare, document, bring, defend or assist in litigation either undertaken or defended in behalf of the CITY except in consideration of compensation. All such services required or requested of CONSULTANT by the CITY except suits or claims between the parties to this Agreement will be reimbursed as additional services. BINDINGS It is further agreed that the CITY and CONSULTANT each binds itself and themselves, its or their successors, executors, administrators and assigns to the other party to this Agreement and to its or their successors, executors and assigns in respect to all covenants of this Agreement. Except as above, neither CITY nor the CONSULTANT shall assign, sublet or transfer its or their interest in this Agreement without prior written consent of the other party hereto. EXTENT OF THE AGREEMENT This Agreement represents the entire agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations and agreements, either written or oral. 4 OF 24 REVISION DATE: June 2011 DEFINITIONS Agreement Execution - means the date on which CONSULTANT executes and enters into an Agreement with CITY to perform the Work. Wherever used in this Agreement, whether in the singular or in the plural, the following terms shall have the following meanings: Agreement Price - means the total monies, adjusted in accordance with any provision herein, payable to the CONSULTANT under this Agreement. CITY -means a legal entity AUGUSTA, Georgia, a political subdivision of the State of Georgia. CONSULTANT - means the party or parties contracting directly with the CITY to perform Work pursuant to this Agreement. Contract - means the Agreement Documents specifically identified and incorporated herein by reference. Contract Time - means the period of time stated in this Agreement for the completion of the Work. Subcontractor - means any person, firm, partnership, joint venture, company, corporation, or entity having a contractual agreement with CONSULTANT or with any of its subcontractors at any tier to provide a part of the Work called for by this Agreement. Supplemental Agreement - means a written order to CONSULTANT signed by CITY and accepted by CONSULTANT, effecting an addition, deletion or revision in the Work, or an adjustment in the Agreement Price or the Contract Time, issued after execution of this Agreement. Task Order - means a written order specifying a Scope of Services, time of completion and compensation limit for services being provided by CONSULTANT. Task Orders shall be incorporated by reference as part of the Supplemental Conditions of this Agreement. Work - means any and all obligations, duties and responsibilities, including furnishing equipment, engineering, design, workmanship, labor and any other services or things reasonably necessary to the successful completion of the Project, assigned to or undertaken by CONSULTANT under this Agreement. 5 OF 24 REVISION DATE: June 2011 CONTRACT DOCUMENTS List of Documents The Agreement, the General Conditions, the Attachments, and any Supplemental Agreements, including Task Orders shall constitute the Agreement Documents (the "Agreement "). Conflict and Precedence The Agreement Documents are complementary, and what is called for by one is as binding as if called for by all. In the event there are any conflicting provisions or requirements in the component parts of this Agreement, the several Agreement Documents shall take precedence in the following order: 1. Agreement - Including Attachments 2. General Conditions 3. Supplemental Conditions - Including Task Orders 6 OF 24 REVISION DATE: June 2011 GENERAL CONDITIONS 1. COMMENCEMENT OF WORK 3. CHANGES AND EXTRA WORK The performance of services as defined in the Prime Agreement between CONSULTANT and the CITY, and herein described in this Agreement as Attachment A shall be commenced upon receipt by the CONSULTANT of a written Notice To Proceed. The effective date of services shall be defined in the Notice To Proceed. 2. PROFESSIONAL STANDARDS The standard of care for all services performed or furnished by CONSULTANT under this Agreement will be the level of care and that is ordinarily used by members of CONSULTANT'S profession practicing under similar conditions at the same time and in the same locale. The CITY may, at any time, request changes in the work to be performed hereunder. All such changes, including any increase or decrease in the amount of the CONSULTANT's compensation, which are mutually agreed upon by and between the CITY and the CONSULTANT, shall be incorporated in written Supplemental Agreements to the Agreement. Changes that involve an increase in the compensation shall be considered major, and require the approval of the CITY. 4. PERSONNEL The CONSULTANT represents that it has secured or will secure, at its own expense, all personnel necessary to complete this Agreement; none of whom shall be employees of, or have any contractual relationship with, the CITY. All of the services required hereunder will be performed by the CONSULTANT under its supervision, and all personnel engaged in the work shall be qualified and shall be authorized or permitted under law to perform such services. All key professional personnel, including subcontractors, engaged in performing services for the CONSULTANT under this agreement are indicated in a personnel listing attached hereto as Attachment C - Listing of Key Personnel and incorporate herein by reference. No changes or substitution shall be permitted in the CONSULTANT's Key Personnel without the prior written approval of the CITY or his designee unless such changes are due to causes outside of the CONSULTANT's reasonable control. The CITY's approval shall not be unreasonably withheld. The CONSULTANT shall employ only persons duly registered in the appropriate category in responsible charge of supervision and design of the work. The CONSULTANT shall endorse all reports, contract plans, and survey data. Such endorsements shall be made by a person duly registered in the appropriate category by the Georgia State Board of Registration for Professional Engineers and Land Surveyors, being in the full employ of the CONSULTANT and responsible for the work prescribed by this Agreement. 7 OF 24 REVISION DATE: June 2011 5. ACCURACY OF WORK The CONSULTANT shall be responsible for the accuracy of the work and shall promptly correct errors and omissions in its plans and specifications. To the extent such corrections are due to causes within the CONSULTANT's reasonable control such corrections shall be provided without additional compensation, otherwise such corrections shall be provided as an additional service. The CONSULTANT shall give immediate attention to these changes so there will be a minimum of delay to others. Acceptance of the work by the CITY will not relieve the CONSULTANT of the responsibility for subsequent correction of any errors and the clarification of any ambiguities. 6. CONFIDENTIALITY The CONSULTANT agrees that its conclusions and any reports are for the confidential use and information of the CITY and that it will not disclose its conclusions in whole or in part to any persons whatsoever, other than to submit its written documentation to the CITY or to respond to the law, a subpoena or other court order, and will only discuss the same with it or its authorized representatives. Upon completion of this Agreement term, all documents, drawings, reports, maps, data and studies prepared by the CONSULTANT pursuant thereto shall become the property of the CITY and be delivered thereto. Articles, papers, bulletins, reports, or other materials reporting the plans, progress, analyses, or results and findings of the work conducted under this Agreement shall not be presented publicly or published without prior approval in writing of the CITY. It is further agreed that if any information concerning the PROJECT, should be released by the CONSULTANT without prior approval from the CITY, the release of same shall constitute grounds for termination of this Agreement without indemnity to the CONSULTANT, but should any such information be released by the CITY or by the CONSULTANT with such prior approval, the same shall be regarded as public information and no longer subject to the restrictions of this Agreement. Any reuse or modification of such documents for purposes other than those intended by the CONSULTANT shall be at the CITY's sole risk and without liability to the CONSULTANT. 7. OPEN RECORDS CONSULTANT acknowledge that all records relating to this Agreement and the services to be provided under the contract may be a public record subject to Georgia's Open Records Act (O.C.G.A. § 50- 18 -70, et seq.). CONSULTANT shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. 8. JURISDICTION The law of the State of Georgia shall govern the CONTRACT between CITY and CONSULTANT with regard to its interpretation and performance, and any other claims related to this agreement. 8 OF 24 REVISION DATE: June 2011 All claims, disputes and other matters in question between CITY and CONSULTANT arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The CONSULTANT, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. 9. TERMINATION OF AGREEMENT FOR CAUSE If through any cause, the CONSULTANT shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the CONSULTANT shall violate any of the covenants, agreements or stipulations of this Agreement, CONSULTANT will be given the opportunity to commence correction of obligation within 5 days of written notice and diligently complete the correction thereafter. Failure to maintain the scheduled level of effort as proposed and prescribed, or deviation from the aforesaid schedule without prior approval of the CITY, shall constitute cause for termination. The CITY shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, all finished or unfinished documents, maps, data, studies, work papers and reports prepared by the CONSULTANT under this Agreement shall become the property of the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents, as mutually agreed by the CITY and CONSULTANT. 10. TERMINATION FOR CONVENIENCE OF THE CITY The CITY may terminate this contract in part or in whole upon written notice to the CONSULTANT. The CONSULTANT shall be paid for any validated services under this Contract up to the time of termination. 11. COORDINATION AND COOPERATION WITH OTHER UTILITIES AND CONSULTANTS 12. COVENANT AGAINST CONTINGENT FEES CONSULTANT shall thoroughly research all utility records to identify the existing facilities on the submitted roadway plans for avoidance, or resolution, of conflicts with the proposed Scope of Services. If the CITY undertakes or awards other contracts for additional related work, the CONSULTANT shall reasonably cooperate with such other CONSULTANTs and the CITY employees or appointed committee(s), and carefully fit its own work to such additional work as may be directed by the CITY. The CONSULTANT shall not commit or permit any act which will interfere with the performance of work by any other CONSULTANT or by CITY employees. The CONSULTANT represents that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business 9 OF 24 REVISION DATE: June 2011 and that the CONSULTANT has not received any non -CITY fee related to this Agreement without the prior written consent of the CITY. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee. 13. RESPONSIBILITY FOR CLAIMS AND LIABILITY The CONSULTANT shall be responsible for any and all damages to properties or persons caused by its employees, subcontractors, or agents, and shall hold harmless the CITY, its officers, agents and employees from all suits, claims, actions or damages of any nature whatsoever to the extent found to be resulting from the CONSULTANT, its subcontracts, or agent in the negligent performance or non - performance of work under this Agreement. These indemnities shall not be limited by reason of the listing of any insurance coverage. 14. INSURANCE The CONSULTANT shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy(s) that will ensure and indemnify the CITY against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of the CONSULTANT in performance of the work during the term of this Agreement. The CONSULTANT shall provide, at all times that this agreement is in effect, Worker's Compensation insurance in accordance with the laws of the State of Georgia. The CONSULTANT shall provide, at all times that this Agreement is in effect, Insurance with limits of not less than: A. Workmen's Compensation Insurance - in accordance with the laws of the State of Georgia. B. Public Liability Insurance - in an amount of not less that One Million ($1,000,000) Dollars for injuries, including those resulting in death to any one person, and in an amount of not less than One Million ($1,000,000) Dollars on account of any one occurrence. C. Property Damage Insurance - in an amount of not less than One Million ($1,000,000) Dollars from damages on account of an occurrence, with an aggregate limit of One Million ($1,000,000) Dollars. D. Valuable Papers Insurance - in an amount sufficient to assure the restoration of any plans, drawings, field notes, or other similar data relating to the work covered by the Project. E. Professional Liability Insurance - in an amount of not less than One Million ($1,000,000) Dollars per claim. CITY will be named as an additional insured with respect to CONSULTANT's liabilities hereunder in insurance coverage's identified in items (b) and (c). The policies shall be written by a responsible company(s), to be approved by the CITY, and shall be noncancellable except on thirty -(30) days' written notice to the CITY. Such policies shall name the CITY as additional insured, except for worker's compensation and professional liability policies, 10 OF 24 REVISION DATE: June 2011 and a copy of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement. 15. PROHIBITED INTERESTS 15.1 Conflict of Interest: The CONSULTANT agrees that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further agrees that, in the performance of the Agreement, no person having such interest shall be employed. 15.2 Interest of Public Officials: No member, officer, or employee of the CITY during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 15.3 Employment of CITY's Personnel: The CONSULTANT shall not employ any person or persons in the employ of the CITY for any work required by the terms of the Agreement, without the written permission of the CITY except as may otherwise be provided for herein. 16. SUBCONTRACTING The CONSULTANT shall not subcontract any part of the work covered by this Agreement or permit subcontracted work to be further subcontracted without the CITY's prior written approval of the subcontractor. All subcontracts in the amount of $5,000 or more shall include, where possible, the provisions set forth in this Agreement. 17. ASSIGNABILITY Neither party shall assign or transfer whether by an assignment or novation, any of its rights, obligations, benefits, liabilities or other interest under this Agreement without the written consent of the other party. 18. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the CONSULTANT agrees as follows: (1) the CONSULTANT will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin; (2) the CONSULTANT will, in all solicitations or advertisements for employees placed by qualified applicants, receive consideration for employment without regard to race, creed, color, sex or national origin; (3) the CONSULTANT will cause the foregoing provisions to be inserted in all subcontracts for any work covered by the Agreement so that such provision will be binding upon each subcontractor, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials. 19. DRUG FREE WORK PLACE 11 OF 24 REVISION DATE: June 2011 CONSULTANT shall be responsible for insuring that its employees shall not be involved in any manner with the unlawful manufacture, distribution, dispensation, possession, sale or use of a controlled substance in the workplace. For purposes of the policy, "workplace" is defined as CITY owned or leased property, vehicles, and project or client site. Any violation of the prohibitions may result in discipline and /or immediate discharge. CONSULTANT shall notify the appropriate federal agencies of an employee who has a criminal drug statute conviction for workplace violation. CONSULTANT may require drug or alcohol testing of employees when contractually or legally obligated, or when good business practices would dictate. 20. ANTI - KICKBACK CLAUSE Salaries of architects, drafters, engineer's, and technicians performing work under this Agreement shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The CONSULTANT hereby promises to comply with all applicable "Anti- kickback" laws, and shall insert appropriate provisions in all subcontracts covering work under this Agreement. 21. AUDITS AND INSPECTORS At any time during normal business hours and as often as the CITY may deem necessary, the CONSULTANT shall make available to the CITY and/or audit representatives of the CITY for examination all of its time - based and reimbursable expense records with respect to all matters covered by this Agreement. It shall also permit the CITY and /or representatives of the audit, examine and make copies, excerpts or transcripts from such records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. The CONSULTANT shall maintain all books, documents, papers, accounting records and other evidence pertaining to time - based and reimbursable expensecosts incurred on the Project and used in support of its proposal and shall make such material available at all reasonable times during the period of the Agreement, and for three years from the date of final payment under the Agreement, for inspection by the CITY or any reviewing agencies, and copies thereof shall be furnished upon request at cost plus 10 %. The CONSULTANT agrees that the provisions of this Article shall be included in any Agreements it may make with any subcontractor, assignee, or transferee. 22. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE All documents and materials prepared as an instrument of service pursuant to this Agreement are the property of the CITY. The CITY shall have the unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, maps, or other materials prepared under this Agreement without according credit of authorship. The CITY shall hold harmless the CONSULTANT against all claims arising out of such use of documents and materials without the CONSULTANT's knowledge and written consent. 12 OF 24 REVISION DATE: June 2011 23. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the CITY, either before, during, or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the CONSULTANT to any additional payment whatsoever under the terms for this Agreement. All changes to this Agreement shall be in writing and appended hereto as prescribed in Article 3 above. 24. INDEPENDENT CONTRACTOR The CONSULTANT shall perform the services under this Agreement as an independent contractor and nothing contained herein shall be construed to be inconsistent with this relationship or status. Nothing in this Agreement shall be interpreted or construed to constitute the CONSULTANT or any of its agents or employees to be the agent, employee, or representative of the CITY. 25. NOTICES All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices shall be addressed as follows: CITY: ADMINISTRATOR AUGUSTA, GEORGIA 530 Greene Street Augusta, GA 30911 Copy to: DIRECTOR AUGUSTA UTILITIES DEPARTMENT 360 Bay Street, Suite 180 Augusta, GA 30901 CONSULTANT: WATER SECTION MANAGER HDR ENGINEERING, INC. 1100 Peachtree St Suite 400 Atlanta, GA 30309 13 OF 24 REVISION DATE: June 2011 IN WITNESS WHEREOF, said parties have hereunto set their seals the day and year written below: CITY: AUGUSTA, GEORGIA (CITY) J BY Cam-- tr/ PRINTED NAME: 7 I' - • G m 1 Ef °i 10 / E PRINTED NAME: L. Kevin Mosteller, PE AS ITS: MAYOR ATTEST CLERIC Airre PRINTED NAME: AS ITS: Clerk of Commission d f11/ DATE: Copy To: DIRECTOR AUGUSTA UTILITIES DEPARTMENT 360 Bay Street, Suite 180 Augusta, GA 30901 14 OF 24 CONSULTANT: HDR ENGINEERING, INC. BY: t ndQY� 61 6" AS ITS:: Sr. Vice President ATTEST: PRINTED NAME Louis J Pachman AS ITS:: Secretary DATE: REVISION DATE: June 2011 CONSULTANT'S RESPONSIBILITIES CONSULTANT , in order to determine the requirements of the Project, shall review the information in Attachment A - Scope of Services. CONSULTANT shall review its understanding of the Project requirements with CITY and shall advise CITY of additional data or services which are not a part of CONSULTANT's services, if any, necessary for design to begin. PROTECT UNDERSTANDING Upon request from the CONSULTANT, CITY may provide all criteria and full information as to CITY's and CONSULTANT'S requirements for this part of the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expendability, and any budgetary limitations. CONSULTANT may request from the CITY to furnish data, reports, surveys, and other materials that may be relied upon in performing CONSULTANT'S services. REVIEW OF WORK Authorized representatives of the CITY may at all reasonable times review and inspect the project activities and data collected under the Agreement and amendments thereto. All reports, drawings, studies, specifications, estimates, maps and computation prepared by or for the CITY in association with this Agreement shall be subject to review. The CITY may at any time request progress reports, prints or copies of any work performed under this Agreement. Refusal by the CONSULTANT to submit progress reports and /or plans shall be cause to withhold payment to the CONSULTANT until the CONSULTANT complies with the CITY's request in the regard. The CITY's review recommendations shall be incorporated into the plans by the CONSULTANT. CONSULTANT'S INSURANCE CONSULTANT will maintain throughout this AGREEMENT the following insurance limits as specified in General Condition 14 - Insurance. 15 OF 24 REVISION DATE: June 2006 CITY'S RESPONSIBILITES CITY- FURNISHED DATA CITY will provide to CONSULTANT all data in CITY's possession relating to CONSULTANT's services on the PROJECT. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CITY. RIGHT TO ENTER The CONSULTANT will notify all property owners or occupants of the intent to enter properties for the purpose of accomplishing work in accordance with the practices of the CITY. The CONSULTANT shall discuss with and receive approval from the CITY prior to sending notices of intent to enter private property. Upon request by the CONSULTANT, the CITY will provide the necessary documents identifying the CONSULTANT as being in the employ CITY for the purpose described in the Agreement. ADVERTISEMENTS, PERMITS, AND ACCESS Unless otherwise agreed to in the Scope of Services, CITY 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. TIMELY REVIEW CITY will examine CONSULTANT's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required by CITY in a timely manner. PROMPT NOTICE CITY will give prompt written notice to CONSULTANT whenever CITY observes or becomes aware of any development that affects the scope or timing of CONSULTANT's Services, or of any defect in the work of CONSULTANT or construction contractors. CITY'S INSURANCE CITY will maintain property insurance on all pre - existing physical facilities associated in any way with the PROJECT. LITIGATION ASSISTANCE The Scope of Services 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 CITY. All such Services required or requested of CONSULTANT by CITY, except for suits or claims between the parties to this AGREEMENT, will be reimbursed as additional services. 16 OF 24 REVISION DATE: June 2011 ATTACHMENT A - SCOPE OF SERVICES PROJECT DESCRIPTION: The CONSULTANT will perform a leak detection study for a portion of the CITY's service area. The first phase of the study will incorporate leak detection in water pressure zones 433 and 330, which was calculated from GIS data to be 253 miles of pipe. The study will include evaluation of existing water production and consumption data, leak detection field services, survey results, draft and final reports. SURVEY OBJECTIVES: 1. Project Kick -Off Meeting: A project kick -off meeting will be held to discuss the scope of the project, schedule, introduce field crews to the appropriate OWNER staff, and to answer logistical questions and establish the chain of communications. 2. Evaluate Existing Data: ENGINEER will evaluate 5 years worth of water production and consumption data to estimate the amount of non - revenue water the OWNER has historically experienced. This data will include water produced from all sources, quantities of water delivered to wholesale customers and billed water per month. 3. Develop Field Maps: The ENGINEER will develop field maps to facilitate field survey activities. These maps will include pipe sizes, materials and locations of pipes, meters, hydrants, plants, pump stations and other pertinent information from the OWNER's GIS data. These maps will be used to develop field reports as described below. 4. Field Survey: The leak detection field survey will be conducted by ADS Environmental Services (ADS). Leak correlation equipment will be used to perform leak detection. This will enable the location and size of the leak to be determined. Every confirmed leak will have its coordinates and listening points surveyed, which will be documented in a GIS database. Electronic field reports of all leaks will be developed on a weekly basis, showing the location of leaks, leak classification and estimated water loss. Weekly tailgate meetings will be held between the ENGINEER and OWNER to discuss progress, projected work, any issues or problems, and to exchange field reports. Survey results will be reported to the OWNER immediately if a leak is identified to have a leakage rate greater than 10 gallons per minute. 5. Monthly Progress Meetings: Monthly progress meetings will be held to compare current activities to the previous month's activities, and to discuss any survey, traffic or other related issues. 6. Draft Report, Review Meeting and Final Report: A draft report summarizing the results of the study will be prepared and four (4) copies will be submitted to the OWNER for review. A review meeting between the ENGINEER and OWNER will be held and comments from the meeting incorporated into a final report. Six (6) copies of the final report will be submitted to the OWNER. The GIS database of surveyed leak locations will be provided to the OWNER electronically to assist in adding this information to the OWNER's GIS system. 17 OF 24 REVISION DATE: June 2011 ;EoRG 7. Training' Training will be provided for the OWNER to assist their staff in locating leaks. One week of training at the start-up of the project has been included in this scope. 8. Fee Estimate: The fee for this PROJECT is $160,670, which includes mobilization and assumes that the areas selected for this initial phase of leak detection contain the greatest number of leaks in the distribution system. Leak Detection Services will be provided on a Lump Sum basis. If additional services are needed for the field crew they will be provided at a daily rate of $1,353. This assumes the crew is already mobilized on site. 9. The ENGINEER will complete Tasks 1 through 5 and submit the draft report approximately 150 days from the Notice to Proceed. A final report will be issued two weeks following receipt of comments from the OWNER on the draft report. 18 OF 24 REVISION DATE: June 2011 ATTACHMENT B - COMPENSATION The CITY shall compensate the CONSULTANT for services, which have been authorized by the CITY under the terms of this Agreement. The CONSULTANT may submit to the CITY a monthly invoice, in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized, it agrees to pay the CONSULTANT for work completed. Compensation for professional services shall be invoiced based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in a lump sum amount not -to- exceed the compensation set forth in the terms of the Agreement. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses and labor hours. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writing. 19 OF 24 REVISION DATE: June 2011 Russ Pennington, P.E. Project Manager 404 - 601 -8627 Xia Zhu, P.E. Project Engineer 404 - 601 -8631 Steve Cutcher Field Operations Manager 678 - 627 -0004, ext. 222 Scott Williams, P.E. Local Coordinator 706 - 722 -1588 ATTACHMENT C - LISTING OF KEY PERSONNEL CONSULTANT shall provide qualified personnel to perform its work. The list of key personnel below, including a designated Program Manager will not change or be reassigned without the written approval of the CITY. Those personnel committed for this work are as follows: 20 OF 24 REVISION DATE: June 2011 ATTACHMENT D — SCHEDULE FOR PERFORMANCE Tasks 1 & 2: Notice to Proceed (NTP) + 30 Days Task 3: NTP + 30 days — NTP +60 days Task 4: NTP + 60 days — NTP + 150 days Task 5: Monthly through onset of the project Task 6: NTP + 150 days. A final report will be issued two weeks following receipt of comments from the OWNER on the draft report. Task 7: at CITY's request 21 OF 24 REVISION DATE: June 2011 CONSULTANT SERVICES As a part of this Agreement the CONSULTANT agrees to furnish the following checked items (CONSULTANT to initial in the space provided acknowledging responsibility to furnish said item). Prior to Authorization To Proceed: Prior to submitting 30% review documents: IA\ Detailed Scope of Services based upon Schedule A of this Agreement to be submitted with Cost Proposal clearly defining the CONSULTANT'S understanding of the project limits, design objectives and CONSULTANT'S services to be provided. Cost Proposal that will include cost of surveying, design, preparation of construction plans and specifications, and other services requested in the CITY's Request for Proposal. Schedule for submittal of review documents at 30 %, 60%, and 90% completion; and final documents. Locate all existing utilities using available information collected by the CONSULTANT. The CITY will furnish available information on water and sewer locations however the CONSULTANT must verify to CITY'S satisfaction. Q Provide CITY with information on the project site(s), including the following: Q Site Plan (If Required) Throughout project: • Past and present use of the land (specifically identify any landfilling activities in the area); identify any nearby designated wetlands • Soil type(s) • Boring results when required by CONSULTANT for new facilities or where depth of line and existing site conditions warrant. • Brief description of the area (e.g., residential, commercial, industrial) including general slope of the land, and whether trees, signs, etc. will be in conflict with the new facilities. Include number of properties affected and number of easements required with property owners identified • Identification of potential problems in meeting design objectives. Q Prepare printed responses to comments received from the CITY following reviews. Provide the necessary plats for easement acquisition and DOT /other permit application. Q Prepare Public Works /DOT /Other permit applications for signature by the CITY. Prepare and submit plans to EPD for review and approval when required. Prepare plans and specifications, using Augusta Utilities Design Standards and Specifications (latest version). Specifications must mirror that provided by the CITY. 22 OF 24 REVISION DATE: June 2011 Prepare construction cost estimates at each review stage, 30 %, 60 %, 90 %, and with the submittal of Final documents. Provide cost breakdown for any items to be lump sum in the construction contract. Upon completion of design: Q Coordinate with the City Procurement Department to advertise the project. Q Fax bid information to CITY. Q Attend the Pre -Bid Meeting as a technical reference to the CITY. Q Prepare letter of recommendation for award of the contract. El Develop conformed contract documents and forward to the CITY for execution. El Attend the pre - construction meeting as a technical reference to the CITY. Q Provide clarification related to the plans /specifications throughout design and construction. Q El AUGUSTA UTILITIES DEPARTMENT BY: DATE: Provide record drawings at completion of the project electronically, per the Utilities Design Standards and Specifications (latest version). Provide Services During Construction as follows: • Attend project meetings as scheduled by the CITY • Recommend design changes as field conflicts arise (site visits may be required) • Review and approval of pay requests from the construction Contractor (line of communication will be construction contractor to resident observer to CONSULTANT to CITY) • Provide clarification of plans and specifications throughout construction • Revise /update plans and /or easement plats as changes occur that require resubmittal to DOT/ other agencies. 17.w PRINTED NAME: TITLE: DIRECTOR i CONSULTANT BY: � PRINTED NAME: L. Kevin Mosteller, P.E. TITLE: Sr. Vice President DATE: Oi 2g` , 12 23 OF 24 REVISION DATE: June 2011 ADDITIONAL SERVICES: 1. Revisions to the plans /contract documents to extend the limits of the project after this AGREEMENT has been executed by the CITY. 2. Revisions due to incorrect locations of existing utilities by the CONSULTANT (i.e., correct location given by CITY, incorrectly marked on plans by engineer) will be the responsibility of the CONSULTANT. Other revisions required by the CITY, DOT, EPD, or other government agency at their request will be considered an additional service. 3. Out-of-town meetings or conferences required of the CONSULTANT by the CITY. 4. Other not described above, as approved by the CITY. NOTE: It is the responsibility of the CONSULTANT as contracted by the CITY to provide professional surveying and engineering services. It is expected that such professionals will operate in a manner which assures the interests of the common welfare, rather than in a manner which promotes their own financial gain. It is expected that such professionals will act as a faithful agent for the CITY as a client. It is the duty of the CONSULTANT to protect the safety, health and welfare of the public in the performance of their professional duties. 24 OF 24 REVISION DATE: June 2006 • Temporary suspension or delay of performance of contract. To the extent that it does not alter the scope of this agreement, Augusta, GA may unilaterally order a temporary stopping of the work, or delaying of the work to be performed by CONSULTANT under this agreement. • Defective pricing. To the extent that the pricing provided by CONSULTANT is erroneous and defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties. • Specified excuses for delay or non - performance. CONSULTANT is not responsible for delay in performance caused by hurricanes, tornadoes, floods, and other severe and unexpected acts of nature. In any such event, the contract price and schedule shall be equitably adjusted. • Hold harmless. Except as otherwise provided in this agreement, CONSULTANT shall indemnify and hold harmless Augusta, GA, and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from the performance of its Work. • Georgia Prompt Pay Act not applicable. The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. • Right to inspect premises. Augusta, Georgia may, at reasonable times, inspect the part of the plant, place of business, or work site of CONSULTANT or any subcontractor of CONSULTANT or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. • E- Verify All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13- 10 -91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E- Verify number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99- 603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13 -10 -91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor's E- Verify number as evidence of verification of compliance with O.C.G.A. § 13 -10 -91 on the subcontractor affidavit provided in Rule 300- 10- 01 -.08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services. • J,ocal Small Business Language: In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1- 10-129(d)(7), for all contracts where a local small business goal has been established, the contractor is required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment from the contractor and /or collecting liquidated damages. • Acknowledgement "Consultant acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Consultant is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Consultant's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Consultant may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Consultant agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Consultant provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Consultant. Consultant assumes all risk of non - payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts. [SIGNATURES ON FOLLOWING PAGE] AUGUSTA, GEORGIA (CITY) CITY: CONSULTANT: IN WITNESS WHEREOF, said parties have hereunto set their seals the day and year written below: BY: E/41( � BY: is.• �42� U � An PRINTED NAME: - 'A --=� D - �-'''T 4-TED NAME: .►'. koct=.�� eff/2 AS ITS: MAYOR AS ITS: V ATTEST CLERK: PRINTED OVA AS ITS, ClerI of`Co nr�I ion DATE: Copy To: DIRECTOR AUGUSTA UTILITIES DEPARTMENT 360 Bay Street, Suite 180 Augusta, GA 30901 ATTEST: PRINTED NAMEburs J 120 AS ITS: Sec a r DATE: