HomeMy WebLinkAboutO-1998-2237
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OR~GINAl
ORDINANCE NO. 98- 2237
AN ORDINANCE APPROVING AND AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF LA PORTE AND TURNER, COLLIE &
BRADEN, INC., TO PROVIDE PROFESSIONAL ENGINEERING
SERVICES FOR FINAL DESIGN AND CONSTRUCTION CONTRACT
DOCUMENTS OF SANITARY SEWER FACILITIES; APPROPRIATING
NOT TO EXCEED $146,000.00 TO FUND SAID CONTRACT; MAKING
VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT;
FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND
PROVIDING AN EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA
PORTE:
Section 1. The City Council hereby approves and authorizes the
contract, agreement, or other undertaking described in the title of this
ordinance, in substantially the form as shown in the document which is
attached hereto and incorporated herein by this reference. The City
Manager is hereby authorized to execute such document and all related
documents on behalf of the City of La Porte. The City Secretary is hereby
authorized to attest to all such signatures and to affIx the seal of the City
to all such documents. The City Council appropriates the sum not to
exceed $146,000.00 from Utility Capital Improvement Fund 003 to fund
said contract.
Section 2. The City Council officially finds, determines, recites,
and declares that a sufficient written notice of the date, hour, place and
subject of this meeting of the City Council was posted at a place
convenient to the public at the City Hall of the City for the time required
by law preceding this meeting, as required by the Open Meetings Law,
Chapter 551, Texas Government Code; and that this meeting has been
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ORDINANCE NO. 98- 2237
open to the public as required by law at all times during which this
ordinance and the subject matter thereof has been discussed, considered
and formally acted upon. The City Council further ratifies, approves and
confirms such written notice and the contents and posting thereof.
Section 3. This Ordinance shall be effective from and after its
passage and approval, and it is so ordered.
PASSED AND APPROVED, this 18th day of May, 1998.
JI OF LA PORTE
By: ~~.../~
. orman L. Malone,
Mayor
AITEST:
~~14~
ha Gillett
City Secretary
ox W. Askins,
City Attorney
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DUE TO THE LENGTH OF THE DOCUMENT, ENCLOSED YOU WILL
FlND EXIDBITS A (ENGINEER'S SERVICES) AND C (pAYMENTS
FOR SERVICES). A COMPLETE COpy OF THE AGREEMENT WILL
BE IN THE CITY SECRETARY'S OFFICE IN CASE YOU WANT TO
REVIEW.
WE FOLLOW THE STANDARD FORM OF AGREEMENT BETWEEN
OWNER AND ENGINEER FOR PROFESSIONAL SERVICES.
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This is EXHIBIT A, consisting of 7 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
Cor ProCessional Services dated
Initial:
OWNER
ENGINEER ~
ENGINEER's Services
Article I of the Agreement is amended and supplemented to include the following agreement of the parties.
ENGINEER shall provide Basic and Additional Services as set forth below.
PART 1- BASIC SERVICES
A1.0I Study and Report Phase - NOT INCLUDED
AI.02 Preliminary Design Phase - NOT INCLUDED
A 1.03 Final Design Phase
A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable
Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER-directed modifications or
changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization
from OWNER, ENGINEER shall:
I. On the basis of the above acceptance, direction, and authorization, prepare final Drawings indicating the
scope, extent, and character of the Work to be performed and furnished by Contractor. Specifications will be
prepared, where appropriate, in general conformance with the 16-division format of the Construction
Specifications Institute.
2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications
for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design
of the Project and assist OWNER in consultations with appropriate authorities.
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 A1.01.A.5.
4. Perform or provide the following additional Final Design Phase tasks or deliverables:
5. Prepare and furnish Bidding Documents for review and approval by OWNER, its legal counsel, and other
advisors, as appropriate, and assist OWNER in the preparation of other related documents.
6. Submit 20 fmal copies of the Bidding Documents and a revised opinion of probable Construction Cost to
OWNER within 90 working days after authorization to proceed with this phase.
B. 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 selVices are to be separately sequenced with the work of one or more
prime Contractors (such as in the case offast-tracking), OWNER and ENGINEER shall, prior to commencement of the
Final Design Phase, develop a schedule for performance of ENGINEER's services during the Final Design, Bidding or
Negotiating, Construction, and Post-Construction Phases in order to sequence and coordinate properly such selVices as
are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in or
become an amendment to Exhibit A whether or not the work under such contracts is to proceed concurrently.
Page 1 of 7 Pages
(Exhibit A - ENGINEER's SelVices)
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C. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's
compensation has been established under this Agreement is one (1).
D. ENGINEER's services under the Final Design Phase will be considered complete on the date when the
submittals required by paragraph A1.03.A.6 have been delivered to OWNER.
A1.04 Bidding or Negotiating Phase
A. After acceptance by OWNER of the Bidding Docwnents and the most recent oplDl0n of probable
Construction Cost as determined in the Final Design Phase, and upon written authorization by OWNER to proceed,
ENGINEER shall:
1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work and, where
applicable, maintain a record of prospective bidders to whom Bidding Docwnents have been issued, attend pre-Bid
conferences, if any, and receive and process Contractor deposits or charges for the Bidding Documents.
2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Docwnents.
3. During the Bidding or Negotiating Phase ENGINEER shall assist OWNER in conducting the prebid
conferences and prequalification of bidders as required by City of La Porte Ordinance No. 1476-A. Ordinance
1476-A requires all Contractors desiring to bid on construction projects having as estimated construction cost of
greater than $300,000, must pre-qualify by filing a satisfactory Contractor's Statement The Contractor's
Statement requires the filing of both a Financial Statement and an Equipment and Experience Statement The
ENGINEER shall review the Equipment and Experience Statements submitted by the Contractor, check references
and prepare a written report and recommendation based on their fmdings. The ENGINEER shall not be
responsible for evaluating the financial statement submitted by Contractors.
4. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables:
5. Attend the Bid opening, prepare Bid tabulation sheets, and assist OWNER in evaluating Bids or proposals
and in assembling and awarding contracts for the Work.
B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective Contractors (except as may be required if Exhibit F is a part of
this Agreement).
A1.0S Construction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER, ENGINEER shall:
1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's
representative as provided in the General Conditions. The extent and limitations of the duties, responsibilities and
authority of ENGINEER as assigned in said General Conditions shall not be modified, except as ENGINEER may
otherwise agree in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER, who
shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this
Agreement and said General Conditions except as otherwise provided in writing.
2. Resident Project Representative (RPR). Provide the services of an RPR at the Site to assist the
ENGINEER and to provide more extensive observation of Contractor's work. Duties, responsibilities, and
authority of the RPR are as set forth in Exhibit D. The furnishing of such RPR's services will not extend
ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this Agreement.
3. Selecting Independent Testing Laboratory. Assist OWNER in the selection of an independent testing
laboratory to perform the services identified in paragraph B2.01.0.
Page 2 of 7 Pages
(Exhibit A - ENGINEER's Services)
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4. Pre-Construction Conference. Participate in a Pre-Construction Conference prior to commencement of
Work at the Site.
S. Baselines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work
which in ENGINEER's judgment are necessary to enable Contractor to proceed.
6. Visits to Site and Observation of Construction. In connection with observations of Contractor's work in
progress while it is in progress:
a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER
deems necessary, in order to observe as an experienced and qualified design professional the progress and
quality of the Work. Such visits and observations by ENGINEER, and the Resident Project Representative, if
any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to
involve detailed inspections of Contractor's work in progress beyond the responsibilities 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 as assisted by the Resident Project Representative, if any. Based on information
obtained during such visits and such observations, ENGINEER will determine in general if Contractor's work
is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER informed of
the progress of the Work.
b. The purpose of ENGINEER's visits to, and representation by the Resident Project Representative, if
any, at the Site, will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and
undertaken by ENGINEER during the Construction Phase, and, in 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 will conform in general to the Contract Documents and that the integrity
of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents
has been implemented and preserved by Contractor. 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 ENGINEER 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
Contractor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to
Contractor's furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the
performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform
its work in accordance with the Contract Documents.
7. Defective Work. Recommend to OWNER that Contractor's work be disapproved and rejected while it is
in progress if, on the basis of such observations, 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.
8. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the
Contract Documents as appropriate to the orderly completion of Contractor's 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.
9. Change Orders and Work Change Directives. Recommend Change Orders and Work Change Directives
to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required.
10. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to 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. ENGINEER has an obligation to meet any Contractor's submittal schedule that has
earlier been acceptable to ENGINEER.
Page 3 of 7 Pages
(Exhibit A - ENGINEER's Services)
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11. Substitutes and "or-equal." Evaluate and determine the acceptability of substitute or "or-equal" materials
and equipment proposed by Contractor, but subject to the provisions of paragraph A2.02.A.2 of this Exhibit A.
12. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws
and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of
determining that the results certified indicate compliance with the Contract Documents and will not constitute an
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.
13. Disagreements between OWNER and Contractor. Render formal written decisions on all claims of
OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements
of the Contract Documents pertaining to the execution and progress of Contractor's 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.
14. Applicationsfor Payment. Based on ENGINEER's observations as an experienced and qualified design
professional and on review of Applications for Payment and accompanying supporting documentation:
a. Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of
payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such
observations and review, that, to the best of ENGINEER's knowledge, information and belief, Contractor's
work has progressed to the point indicated, the quality of such work is generally in accordance with the
Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial
Completion, to the results of any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to
such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe
Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will include
fmal determinations of quantities and classifications of Contractor's work (subject to any subsequent
adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in paragraph
A1.0S.A.6.a are expressly subject to the limitations set forth in paragraph A1.0S.A.6.b and other express or
general limitations in this Agreement and elsewhere.
b. By recommending any payment, ENGINEER shall not thereby be deemed to have represented that
observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and
furnished have been exhaustive, extended to every aspect of Contractor's work in progress, or involved
detailed inspections of the Work beyond the responsibilities specifically assigned to ENGINEER in this
Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes
of recommending payments nor ENGINEER's recommendation of any payment including fmal payment will
impose on ENGINEER responsibility to supervise, direct, or control Contractor's work in progress or for the
means, methods, techniques, sequences, or procedures of construction or safety precautions or programs
incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing
and performing the Work. It will also not impose responsibility on ENGINEER to make any examination to
ascertain how or for what pwposes Contractor has used the moneys paid on account of the Contract Price, or
to determine that title to any portion of the work in progress, materials, or equipment has passed to OWNER
free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters
at issue between OWNER and Contractor that might affect the amount that should be paid.
1 S. Contractor's Completion Documents.
a. Receive and review maintenance and operating instructions, schedules, and guarantees.
b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by
the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other
data approved as provided under paragraph A1.0S.A.I0, and the annotated record documents which are to be
assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of
such ENGINEER's review will be limited 3S provided in paragraph Al.OS.A.lO.
Page 4 of 7 Pages
(Exhibit A - ENGINEER's Services)
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c. ENGINEER shall transmit these documents to OWNER
16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work
ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if the
Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER considers the Work
Substantially Complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and
Contractor.
17. Additional Tasks. Perform or provide the following additional Construction Phase tasks or deliverables:
18. Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the completed Work
of Contractor is acceptable so that ENGINEER may recommend, in writing, fInal payment to Contractor.
Accompanying the recommendation for final payment, ENGINEER shall also provide a notice in the form
attached hereto as Exhibit E (the "Notice of Acceptability of Work") that the Work is acceptable (subject to the
provisions of paragraph A1.0S.A.14.b) to the best of ENGINEER's knowledge, information, and belief and based
on the extent of the services provided by ENGINEER under this Agreement.
19. Record Drawings. Prepare and furnish to Owner Record Drawings showing appropriate record
information based on Project annotated record documents received from Contractor.
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will tenninate upon written recommendation by
ENGINEER for final payment to Contractors. If the Project involves more than one prime contract as indicated in
paragraph A1.03.C, Construction Phase services may be rendered at different times in respect to the separate contracts.
C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any
Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any
of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform ot furnish the Work in
accordance with the Contract Documents.
Al.06 Post-Construction Phase -- NOT INCLUDED
PART 2 - ADDmONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
A. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of
the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement.
I. Preparation of applications and supporting documents (in addition to those furnished under Basic
Services) for private or governmental grants, loans or advances in connection with the Project; preparation or
review of environmental assessments and impact statements; review and evaluation of the effects on the design
requirements for 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.
2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the
accuracy of drawings or other information furnished by OWNER
3. 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 fmancing; and revising previously
accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by
changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any
other causes beyond ENGINEER's control.
Page 5 of 7 Pages
(Exhibit A - ENGINEER's Services)
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4. Services resulting from OWNER's request to evaluate additional Study and Report Phase alternative
solutions beyond those identified in paragraph Al.0l.A.4.
5. Services required as a result of OWNER's providing incomplete or incorrect Project information with
respect to Exlubit B.
6. Providing renderings or models for OWNER's use.
7. Undertaking investigations and studies including, but not limited to, detailed consideration of operations,
maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations,
rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for
licensing, and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment,
and labor; and audits or inventories required in connection with construction performed by OWNER.
8. Furnishing services of ENGINEER's Consultants for other than Basic Services.
9. Services attnbutable to more prime construction contracts than specified in paragraph Al.03.C.
10. Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's
office.
11. Preparing for, coordinating with, participating in and responding to structured independent review
processes, including, but not limited to, construction management, cost estimating, project peer review, value
engineering, and constructibility review requested by OWNER; and performing or furnishing services required to
revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes.
12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by
OWNER for the Work or a portion thereof.
13. Determining the acceptability of substitute materials and equipment proposed during the Bidding or
Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents.
14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction,
materials, equipment, or services, except when such assistance is required by Exhibit F.
15. Providing construction surveys and staking to enable Contractor to perform its work other than as
required under paragraph Al.OS.A.S, and any type of property surveys or related engineering services needed for
the transfer of interests in real property; and providing other special field surveys.
16. Providing Construction Phase services beyond the Contract Times set forth in Exhibit C.
17. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current
Laws and Regulations.
18. Preparation of operation and maintenance manuals.
19. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other
dispute resolution process related to the Project.
20 Providing more extensive services required to enable ENGINEER to issue notiCes or certifications
requested by OWNER under paragraph 6.0 l.G of the Agreement.
21. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement.
Page 6 of 7 Pages
(Exhibit A - ENGINEER's Services)
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A2.02 Required Additional Services
A. ENGINEER shall perform or furnish, without requesting or receiving specific advance authorization from
OWNER, the Additional Services of the types listed below. ENGINEER shall advise OWNER in writing promptly
after starting any such Additional Services.
1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by
OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered.
2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute
materials or equipment other than "or-equal" items; and services after the award of the Construction Agreement in
evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project or
an excessive number of substitutions.
3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect
result of materials, equipment, or energy shortages.
4. Additional or extended services during construction made necessary by (1) emergencies or acts of God
endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged by tire or
other cause during construction, (4) a significant amount Qf defective, neglected, or delayed work by Contractor,
(5) acceleration of the progress schedule involving services beyond nonnal working hours, or (6) default by
Contractor. ..
5. Services (other than Basic Services during the Post-Construction Phase) in connection with any partial
utilization of any part of the Work by OWNER prior to Substantial Completion.
6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in
connection with the Work.
Page 7 of 7 Pages
(Exhibit A - ENGINEER's Services)
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This is EXHIBIT C, consisting of 5 pages, referred to in
and part of the Agreement between OWNER and
ENGINEER for Professional Services dated
,-
Initial :
OWNER
ENGINEER ~
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and
supplemented to include the following agreement of
the parties:
of the total services actually completed during
the billing period to the Lump Sum.
ARTICLE 4 -- PAYMENTS TO THE ENGINEER
5. The Lump Sum is conditioned on
Contract Times to complete the Work not
exceeding 7 months. Should the Contract
Times to complete the Work be extended
beyond this period, the total co~pensation to
ENGINEER shall be appropriately adjusted.
C4.01 For Basic Services Having A Detennined
Scope --Lump Sum Method of Payment
A. OWNER shall pay ENGINEER for Basic
Services set forth in Exhibit A, except for services
of ENGINEER's Resident Project Representative
and Post-Construction Phase services, if any, as
follows:
1. A Lump Sum amount of $146,000
based on the following assumed distribution of
compensation:
6. If more prime contracts are awarded
for Work designed or specified by ENGINEER
for this Project than identified in Exhibit A, the
ENGINEER shall be compensated an additional
amount to be determined by ENGINEER and
OWNER for all Basic Services for each prime
contract added.
a. Study and Report Phase
b. Preliminary Design Phase
c. Final Design Phase
d. Bidding and Negotiating Phase
e. Construction Phase
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$122,100
$6,000
$17,900
2. ENGINEER may alter the distribution
of compensation between individual phases
noted herein to be consistent with services
actually rendered, but shall not exceed the total
Lump Sum amount unless approved in writing
by the OWNER.
3. The Lump Sum includes compensation
for ENGINEER's services and services of
ENGINEER's Consultants, if any. Appropriate
amounts have been incorporated in the Lump
Sum to account for labor, overhead, profit, and
Reimbursable Expenses.
4. The portion of the Lump Sum amount
billed for ENGINEER's services will be based
upon ENGINEER's estimate of the proportion
Page 1 of 5 pages
. (Exhibit C - Basic Services With Determined Scope -- Lump Sum Method)
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C4.02 For Basic Services Having An Undetermined
Scope - Standard Hourly Rates Method of
Payment
A. OWNER shall pay ENGINEER for Basic
Services having an undetermined scope as follows:
I. Resident Project Representative
Services. For services of ENGINEER's
Resident Project Representative, if any, under
paragraph AI.05A.2.a of Exhibit A, an amount
equal to the cumulative hours charged to the
Project by each class of ENGINEER's
employees .times Standard Hourly Rates for
each applicable billing class for all Resident
Project Representative services performed on
the Project, plus Reimbursable Expenses and
ENGINEER's Consultant's charges, if any.
The total compensation under this paragraph is
estimated to be $68,850. The 'basis of
compensation for Resident Project
Representative Services is summarized in
Exhibit] .
2. Post Construction Phase Services-
NOT INCLUDED
C4.03 For Additional Services
A. OWNER shall pay ENGINEER for
Additional Services as follows:
1. General. For services of ENGINEER's
employees engaged directly on the Project
pursuant to paragraph A2.01 or A2.02 of
Exhibit A, except for services as a consultant or
witness under paragraph A2.01.A.20, an
amount equal to the cumulative hours charged
to the Project by each class of ENGINEER's
employees times Standard Hourly Rates for
each applicable billing class for all Additional
Services performed on the Project, plus
Reimbursable Expenses and ENGINEER's
Consultant's charges, if any.
2. Serving as a Witness. For services
performed by ENGINEER's employees as
witnesses giving testimony in any litigation,
arbitration, or other legal or administrative
proceeding under paragraph A2.01.A.20, at the
rate of $1,000 per day or any portion thereof
(but compensation for time spent in preparing
to testify in any such litigation, arbitration, or
proceeding will be on the basis provided in
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paragraph C4.03.A.I). Compensation for
ENGINEER's Consultants for such services
will be on the basis provided in paragraph
C4.06.
C4.04 For Reimbursable Expenses
A. When not included in compensation for
Basic Services under paragraph C4.01, OWNER
shall pay ENGINEER for Reimbursable Expenses at
the rates set forth in Appendix I to this Exhibit C.
B. Reimbursable Expenses include the
following categories: transportation and subsistence
incidental thereto; obtaining bids or proposals from
Contractor(s); providing and maintaining field
office facilities including furnishings and utilities;
subsistence and transportation of Resident Project
Representative and their assistants;. toll telephone
calls and telegrams; reproduction of reports,
Drawings, Specifications, Bidding Documents, and
similar Project-related items in addition to those
required under Exhibit A, and, if authorized in
advance by OWNER, overtime work requiring
higher than regular rates. In addition, if authorized
in advance by OWNER, Reimbursable Expenses
will also include expenses incurred for computer
time and the use. of other highly specialized
equipment.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project-related
internal expenses actually incurred or allocated by
ENGINEER, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of 1.1.
D. The Reimbursable Expenses Schedule will
be adjusted annually (beginning I year from the
effective date of this Agreement) to reflect equitable
changes in the compensation payable to
ENGINEER.
C4.05 Standard Hourly Rates
A. Standard Hourly Rates are set forth in
Appendix 2 to this Exhibit C and include salaries
and wages paid to personnel in each billing class
plus the cost of customary and statutory benefits,
general and administrative overhead, non-project
operating costs, and operating margin or profit.
B. The Standard Hourly Rates will be adjusted
annually (beginning I year from the effective date
Page 2 of 5 pages
(Exhibit C - All Other Services/Charges -- Standard Hourly Rates Method of Payment)
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C4.06 For ENGINEER's Consultant's Charges
shall either agree to such compensation
exceeding said estimated amount or OWNER
and ENGINEER shall agree to a reduction in
the remaining services to be rendered by
ENGINEER, so that total compensation for
such services will not exceed said estimated
amount when such services are completed. If
ENGINEER exceeds the estimated amount
before OWNER and ENGINEER have agreed
to an increase in the compensation due
ENGINEER or a reduction in the remaining
services, the ENGINEER shall be paid for all
services rendered hereunder.
of this Agreement) to reflect equitable changes in
the compensation payable to ENGINEER.
A. Whenever compensation to ENGINEER
herein is stated to include charges of ENGINEER's
Consultants, those charges shall be the amounts
billed by ENGINEER's Consultants to ENGINEER
times a Factor of 1.1.
C4.07 Factors
A. The external Reimbursable Expenses and
ENGINEER's Consultant's Factors include
ENGINEER's overhead and profit associated with
ENGINEER's responsibility for the administration
of such services and costs.
C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of the
amounts billed for ENGINEER's services which are
related to the services identified in paragraphs
C4.02 and C4.03, will be during the billing period
based on the cumulative hours charged to the
Project by each class of ENGINEER's employees
times the Standard Hourly Rate for each class plus
Reimbursable Expenses and ENGINEER's
Consultant's charges, if any.
B. Extended Contract Times. Should the
Contract Times to complete the Work be extended
beyond the period identified in paragraph C4.01,
payment for ENGINEER's services shall be
continued based on the Standard Hourly Rates
Method of Payment.
C. Estimated Compensation Amounts
1. ENGINEER's estimate of the amounts
that will become payable for Basic Services are
only estimates for planning purposes, are not
binding on the parties, and are not the
minimum or maximum amounts payable to
ENGINEER under the Agreement.
2. When estimated compensation amounts
have been stated herein and it subsequently
becomes apparent to ENGINEER that a
compensation amount thus estimated will be
exceeded, ENGINEER shall give OWNER
written notice thereof. Promptly thereafter
OWNER and ENGINEER shall review the
matter of services remaining to be performed
and compensation for such services. OWNER
Page 3 of 5 pages
(Exhibit C - All Other Services/Charges -- Standard Hourly Rates Method of Payment)
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Reimbursable Expenses Schedule
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This is Appendix 1 to EXHIBIT C, consisting of 5 pages,
referred to in and part of the Agreement between OWNER
and ENGINEER for Professional Services dated
Initial:
OWNER
ENGINEER ~
Current agreements for engineering services stipulate that the Reimbursable Expenses are subject to review
and adjusbDent per Exhibit C. Reimbursable expenses for services performed on the date of the Agreement are:
FAX
S"xll" Copies/Impression
Blue Print Copies
Reproducible Copies (Mylar)
Reproducible Copies (paper)
Mileage (auto)
Field Truck Daily Charge
Mileage (Field Truck)
Field Survey Equipment
Confined Space Equipment
Resident Project Representative Equipment
Computer CPU Charge
Personal Computer Charge
CAD Charge
CAE Tenninal Charge
VCR and Monitor Charge
Video Camcorder
Electrical Meters Charge
Flow Meter Charge
Rain Gauge
Sampler Charge
Dissolved Oxygen Tester Charge
Fluorometer
Laboratory Pilot Testing Charge
Soil Gas Kit
Submersible Pump
Water Level Meter
Soil Sampling
Groundwater Sampling
Health and Safety Level D
Health and Safety Level C
Electronic Media Charge
Long Distance Phone Calls
Meals and Lodging
nla
SO.04/page
SO.06lsq. ft.
SO.9S/sq. ft.
SO.90/sq. ft.
SO.32S/mile
nla
nla
at cost
at cost
nla
nla
nla
SIS.OOlhour
at cost
nla
nla
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
Page 4 of 5 pages
(Exhibit C - All Other Services/Charges -- Standard Hourly Rates Method of Payment)
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This is Appendix 2 to EXHIBIT C, consisting of 5 pages,
referred to in and part of the Agreement between OWNER
and ENGINEER for Professional Services dated
Initial :
OWNER
ENGINEER ~
Standard Hourly Rates Schedule
Current agreements for engineering services stipulate that the standard hourly rates are subject to review and
adjustment per Exhibit C. Hourly rates for services performed on the date of the Agreement are:
Principal
$ISO/hour
Project Manager
Electrical Engineer
. Structural Engineer
$11 O/hour
Mechanical Engineer
Civil Engineer/Designer
Project~resentative
$8S/hour
CADD Technician
$6S/hour
Administrative
$50/hour
Page 5 of 5 pages
(Appendix 2 to Exhibit C - Standard Hourly Rates Schedule)
~
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AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT effective as Of~. ~('Effective Dale")
between the City of La Porte, Texas ("OWNER") and Turner Collie & Braden Inc. ("ENGINEER").
OWNER intends to construct Lift Station 12A, Lift Station 6A, approximately 5,500 linear feet (I.f.) of
24-inch gravity sewer, 1,500 I.f. of 14-inch force main, and 2,700 I.f. of lO-inch force main to provide
wastewater collection service to areas located in the southeast portion of the City of La Porte ("Project").
Design will be in general conformance with the Preliminary Design Report "Southeast Sanitary
Sewer Trunk Main and Lift Station Facilities" prepared by Engineer and delivered to Owner December
1997.
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as
follows:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 1 of 12
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: ARTICLE 1 - SERVICES OF ENGINEER
1.01 Scope
A. ENGINEER shall provide the Basic and
Additional Services set forth herein and in Exhibit A.
B. Upon this Agreement becoming effective,
ENGINEER is authorized to begin Basic Services as set
forth in Exhibit A.
C. If authorized by OWNER, ENGINEER shall
furnish Resident Project Representative(s) with duties,
responsibilities and limitations of authority as set forth
in Exhibit D.
ARTICLE 2 - OWNER'S lRESPONSmILlTIES
2.01
General
A. OWNER shall have the responsibilities set forth
herein and in Exhibit B.
ARTICLE 3 - TIMES FOR RENDERING SERVICES
3.01 General
A. ENGINEER's services and compensation under
this Agreement have been agreed to in anticipation of the
orderly and continuous progress of the Project through
completion. Unless specific periods of time or specific
dates for providing services are specified in this Agreement,
ENGINEER's obligation to render services hereunder will
be for a period which may reasonably be required for the
completion of said services.
. B. If in this Agreement specific periods of time for
rendering services are set forth or specific dates by which
services are to be completed are provided, and if such
periods of time or dates are changed through no fault of
ENGINEER, the rates and amounts of compensation
provided for herein shall be subject to equitable 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.
C. For pwposes of this Agreement the term "day"
means a calendar day of 24 hours.
3.02 Suspension
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A. If OWNER fails to give prompt written
authorization to proceed with any phase of services after
completion of the immediately preceding phase, or if
ENGINEER's services are delayed through no fault of
ENGINEER, ENGINEER may, after giving seven days
written notice to OWNER, suspend services under this
Agreement.
B. If ENGINEER's services are delayed or
suspended in whole or in part by OWNER, or if
ENGINEER's services are extended by Contractor's
actions or inactions for more than 90 days through no fault
of ENGINEER, ENGINEER shall be entitled to equitable
adjustment of rates and amo1.ints of compensation provided
for elsewhere in this Agreement to reflect, reasonable costs
incurred by ENGINEER in connection with, among other
things, such delay or suspension and reactivation and the
fact that the time for performance under this Agreement has
been revised.
ARTICLE 4 - PAYMENTS TO ENGINEER
4.01 Methods of Payment for Services and
Reimbursable Expenses of ENGINEER
A. For Basic Services. OWNER shall pay
ENGINEER for Basic Services performed or furnished
under Exhibit A, Part 1, as set forth in Exhibit C.
B. For Additional Services. OWNER shall pay
ENGINEER for Additional Services performed or
furnished under Exhibit A, Part 2, as set forth in Exhibit C.
C. For Reimbursable Expenses. In addition to
payments provided for in paragraphs 4.01.A and 4.01.B,
OWNER shall pay ENGINEER for Reimbursable
Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices. Invoices will be
prepared in accordance with ENGINEER's standard
invoicing practices and will be submitted to OWNER by
ENGINEER, unless otherwise agreed. The amount billed
in each invoice will be calculated as set forth in Exhibit C.
B. Payment of Invoices. Invoices are due and
payable within 30 days of receipt. If OWNER fails to
make any payment due ENGINEER for services and
expenses within 30 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. In addition, ENGINEER may, after giving seven days
written notice to OWNER, suspend services under this
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 12
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Agreement until ENGINEER has been paid in full all
amounts due for services, expenses, and other related
charges. Payments will be credited first to interest and then
to principal.
C. Disputed Invoices. In the event of a disputed or
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be
paid.
D. Payments Upon Termination.
1. In the event of any termination under
paragraph 6.06, ENGINEER will be entitled to
invoice OWNER and will be paid in accordance
with Exhibit C for all services performed or
furnished and all Reimbursable Expenses incurred
through the effective date of termination.
2. In the event of termination by OWNER for
convenience or by ENGINEER for cause,
EN:GINEER, in addition to invoicing for those items
identified in subparagraph 4.02.0.1, shall be entitled to
invoice OWNER and shall be paid a reasonable
amount for services and expenses directly attributable
to termination, both before and after the effective date
of termination, such as reassignment of personnel,
costs of terminating contracts with ENGINEER's
Consultants, and other related close-out costs, using
methods and rates for Additional Services as set forth
in Exhibit C.
E. Records of ENGINEER's Costs. Records of
ENGINEER's costs pertinent to ENGINEER's
compensation under this Agreement shall be kept in
accordance with generally accepted accounting practices.
To the extent necessary to verify ENGINEER's charges
and upon OWNER's timely request, copies of such records
will be made available to OWNER at cost.
F. Legislative Actions. In the event of legislative
actions after the Effective Date of the Agreement by any
level of government that impose taxes, fees, or costs on
ENGINEER's services or other costs in connection with
this Project or compensation therefor, such new taxes, fees,
or costs shall be invoiced to and paid by OWNER as a
Reimbursable Expense to which a Factor of 1.0 shall be
applied. Should such taxes, fees, or costs be imposed, they
shall be in addition to ENGINEER's estimated total
compensation.
ARTICLE 5 - OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
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A. ENGINEER's opinions of probable Construction
Cost provided 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 generally familiar with the industry.
However, since ENGINEER has no control over the cost of
labor, materials, equipment, or services furnished by others,
or over the Contractor's methods of determining prices, or
over competitive bidding or market conditions,
ENGINEER cannot and does not guarantee that proposals,
bids, or actual Construction Cost will not vary from
opinions of probable Construction Cost prepared by
ENGINEER. If OWNER wishes greater assurance as to
probable Construction Cost; OWNER shall employ an
independent cost estimator as provided in Exhibit B.
5.02 Designing to Construction Cost Limit-NOT
INCLUDED
5.03 Opinions of Total Project Costs
A. ENGINEER assumes no responsibility for the
accuracy of opinions of Total Project Costs.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. The standard of care for all professional
engineering and related services performed or furnished by
ENGINEER under this Agreement will be the care and skill
ordinarily used by members of ENGINEER's profession
practicing under similar circumstances at the same time and
in the same locality. ENGINEER makes no warranties,
express or implied, under this Agreement or otherwise, in
connection with ENGINEER's services.
B. ENGINEER shall be responsible for the technical
accuracy of its services and documents resulting therefrom,
and OWNER shall not be responsible for discovering
deficiencies therein. ENGINEER shall correct such
deficiencies without additional compensation except to the
extent such action is directly attributable to deficiencies in
OWNER-furnished information.
C. ENGINEER shall perform or furnish professional
engineering and related services in all phases of the Project
to which this Agreement applies. ENGINEER shall serve
as OWNER's prime professional for the Project.
ENGINEER may employ such ENGINEER's Consultants
as ENGINEER deems necessary to assist in the
performance or furnishing of the services. ENGINEER
shall not be required to employ any ENGINEER's
Consultant unacceptable to ENGINEER.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 3 of 12
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D. ENGINEER and OWNER shall comply with
applicable Laws or Regulations and OWNER-mandated
standards. This Agreement is based on these requirements
as of its Effective Date. Changes to these requirements
after the Effective Date of this Agreement may be the basis
for modifications to OWNER's responsibilities or to
ENGINEER's scope of services, times of performance, or
compensation.
E. OWNER shall be responsible for, and
ENGINEER may rely upon, the accuracy and completeness
of all requirements, programs, instructions, reports, data,
and other information furnished by OWNER to
ENGINEER pursuant to this Agreement. ENGINEER may
use such requirements, reports, data, and information in
performing or furnishing services under this Agreement.
F. OWNER shall make decisions and carry out its
other responsibilities in a timely manner and shall bear all
costs incident thereto so as not to delay the services of
ENGINEER
G. Prior to the commencement of the Construction
Phase, OWNER shall notify ENGINEER of any variations
from the language indicated in Exhibit E, "Notice of
Acceptability of Work," or of any other notice or
certification that ENGINEER will be requested to provide
to OWNER or third parties in connection with the Project.
OWNER and ENGINEER shall reach agreement on the
terms of any such requested notice or certification, and
OWNER shall authorize such Additional Services as are
necessary to enable ENGINEER to provide the notices or
certifications requested.
H. ENGINEER shall not be required to sign any
documents, no matter by whom requested, that would result
in the ENGINEER's having to certify, guarantee or warrant
the existence of conditions whose existence the
ENGINEER cannot ascertain. OWNER agrees not to make
resolution of any dispute with the ENGINEER or payment
of any amount due to the ENGINEER in any way
contingent upon the ENGINEER's signing any such
certification.
1. During the Construction Phase, ENGINEER shall
not supervise, direct, or have control over Contractor's
work, nor shall ENGINEER 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 Contractor's work in progress, nor for any failure of
Contractor to comply with Laws and Regulations
applicable to Contractor's furnishing and performing the
Work.
J. ENGINEER neither guarantees the performance
of any Contractor nor assumes responsibility for any
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Contractor's failure to furnish and perform the Work in
accordance with the Contract Documents.
K. ENGINEER shall not be responsible for the acts or
omissions of any Contractor(s), subcontractor or supplier,
or of any of the Contractor's agents or employees or any
other persons (except ENGINEER's own employees) at the
Site or otherwise furnishing or performing any of the
Contractor's work; or for any decision made on
interpretations or clarifications of the Contract Documents
given by OWNER without consultation and advice of
ENGINEER.
L. The General Conditions for any construction
contract documents are to be provided by the OWNER.
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, ENGINEER and OWNER shall designate
specific individuals to act as ENGINEER's and OWNER's
representatives with respect to the services to be performed
or furnished by ENGINEER and responsibilities of
OWNER under this Agreement. Such individuals shall
have authority to transmit instructions, receive information,
and render decisions relative to the Project on behalf of
each respective party.
6.03 Design without Construction Phase Services
A. Should OWNER provide Construction Phase
services with either OWNER's representatives or a third
party, ENGINEER's Basic Services under this Agreement
will be considered to be completed upon completion of the
Final Design Phase or Bidding or Negotiating Phase as
outlined in Exhibit A.
B. It is understood and agreed that if ENGINEER's
Basic Services under this Agreement do not include Project
observation, or review of the Contractor's performance, or
any other Construction Phase services, and that such
services will be provided by OWNER, then OWNER
assumes all responsibility for inteIpretation of the Contract
Documents and for construction observation or review and
waives any claims against the ENGINEER that may be in
any way connected thereto.
6.04 Use of Documents
A. All Documents are instruments of service in respect
to this Project, and ENGINEER shall retain an ownership
and property interest therein (including the right of reuse at
the discretion of the ENGINEER) whether or not the
Project is completed.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12
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B. Copies of OWNER-furnished data that may be
relied upon by ENGINEER are limited to the printed copies
(also known as hard copies) that are delivered to the
ENGINEER pursuant to Exhibit B. Files in electronic
media format of text, data, graphics, or of other types that
are furnished by OWNER to ENGINEER are only for
convenience of ENGINEER. Any conclusion or
information obtained or derived from such electronic files
will be at the user's sole risk.
C. Copies of Documents that may be relied upon by
OWNER are limited to the printed copies (also known as
hard copies) that are signed or sealed by the ENGINEER.
Files in electronic media format of text, data, graphics, or of
other types that are furnished by ENGINEER to OWNER
are only for convenience of OWNER. Any conclusion or
information obtained or derived from such electronic files
will be at the user's sole risk.
D. Because data stored in electronic media format can
deteriorate or be modified inadvertently or otherwise
without authorization of the data's creator, the party
receiving electronic files agrees that it will perform
acceptance tests or procedures within 60 days, after which
the receiving party shall be deemed to have accepted the
data thus transferred. Any errors detected within the 60-
day acceptance period will be corrected by the party
delivering the electronic files. ENGINEER shall not be
responsible to maintain documents stored in electronic
media format after acceptance by OWNER.
E. When transferring documents in electronic media
format, ENGINEER makes no representations as to long
term compatibility, usability, or readability of documents
resulting from the use of software application packages,
operating systems, or computer hardware differing from
those used by ENGINEER at the beginning of this Project.
F. OWNER may make and retain copies of
Documents for information and reference in connection
with use on the Project by OWNER. Such Documents are
not intended or represented to be suitable for reuse by
OWNER or others on extensions of the Project or on any
other project. Any such reuse or modification without
written verification or adaptation by ENGINEER, 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. OWNER
shall indemnify and hold harmless ENGINEER and
ENGINEER's Consultants from all claims, damages,
losses, and expenses, including attorneys' fees arising out
of or resulting therefrom.
G. If there is a discrepancy between the electronic files
and the hard copies, the hard copies govern.
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H. Any verification or adaptation of the Documents
for extensions of the Project or for any other project will
entitle ENGINEER to further compensation at rates to be
agreed upon by OWNER and ENGINEER.
6.05 Insurance
A. ENGINEER shall procure and maintain insurance
as set forth in Exhibit G, "Insurance."
B. OWNER shall procure and maintain insurance as
set forth in Exhibit G, "Insurance." OWNER shall cause
ENGINEER and ENGINEER's Consultants to be listed as
additional insureds on any general liability or property
insurance policies carried by OWNER which are applicable
to the Project.
C. OWNER shall require Contractor to purchase and
maintain general liability and other insurance as specified
in the Contract Documents lind to cause ENGINEER and
ENGINEER's Consultants to be listed as additional
insureds with respect to such liability and other insurance
purchased and maintained by Contractor for the Project
D. OWNER and ENGINEER shall each deliver to
the other certificates of insurance evidencing the coverages
indicated in Exhibit G. Such certificates shall be furnished
prior to commencement of ENGINEER's services and at
renewals thereafter during the life of the Agreement.
E. All policies of property insurance shall contain
provisions to the effect that ENGINEER's and
ENGINEER's Consultants' interests are covered and that in
the event of payment of any loss or damage the insurers
will have no rights of recovery against any of the insureds
or additional insureds thereunder.
F. At any time, OWNER may request that
ENGINEER, at OWNER's sole expense, provide
additional insurance coverage, increased limits, or revised
deductibles that are more protective than those specified in
Exhibit G. If so requested by OWNER, with the
concurrence of ENGINEER, 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, and Exhibit G will be
supplemented to incorporate these requirements.
6.06 Termination
A. The obligation to provide further services under
this Agreement may be terminated:
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 5 of 12
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1. For cause,
a. By either party upon 30 days written
notice in the event of substantial failure by the
other party to perform in accordance with the
terms hereof through no fault of the terminating
party.
b. By ENGINEER:
1) upon seven days written notice if
ENGINEER believes that ENGINEER is
being requested by OWNER to furnish or
perform services contrary to ENGINEER's
responsibilities as a licensed professional; or
2) upon seven days written notice if the
ENGINEER's services for the Project are
delayed or suspended for more than 90 days
for reasons beyond ENGINEER's control.
3) ENGINEER shall have no liability
to OWNER on account of such termination.
c. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such
substantial failure if the party receiving such
notice begins, within seven days of receipt of such
notice, to correct its failure to perform and
proceeds diligently to cure such failure within no
more than 30 days of receipt thereof; provided,
however, that if and to the extent such substantial
failure cannot be reasonably cured within such 30
day period, and if such party has diligently
attempted to cure the same and thereafter
continues diligently to cure the same, then the cure
period provided for herein shall extend up to, but
in no case more than, 60 days after the date of
receipt of the notice.
2. For convenience,
a. By OWNER effective upon the receipt of
notice by ENGINEER.
B. The terminating party under paragraphs 6.06.A.l
or 6.06.A.2 may set the effective date of termination at a
time up to 30 days later than otherwise provided to allow
ENGINEER to demobilize personnel and equipment from
the Site, to complete tasks whose value would otherwise be
lost, to prepare notes as to the status of completed and
uncompleted tasks, and to assemble Project materials in
orderly files.
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6.07
Controlling Law
A. This Agreement is to be governed by the law of
the state in which the Project is located.
6.08 Successors, Assigns, and Beneficiaries
A. OWNER and ENGINEER each is hereby bound
and the partners, successors, executors, administrators and
legal representatives of OWNER and ENGINEER (and to
the extent permitted by paragraph 6.08.B the assigns of
OWNER and ENGINEER) are hereby bound to the other
party to this Agreement and to the partners, successors,
executors, administrators and legal representatives (and said
assigns) of such other party, in respect of all covenants,
agreements and obligations of this Agreement.
B. Neither OWNER nor ENGINEER may assign,
sublet, or transfer any rights under or interest (including,
but without limitation, moneys that are due or may become
due) in this Agreement without the written consent of the
other, except to the extent that any assignment, subletting,
or transfer is mandated or restricted by law. Unless
specifically stated to the contrary in any written consent to
an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this
Agreement.
C. Unless expressly provided otherwise in this
Agreement:
1. Nothing in this Agreement shall be construed
to create, impose, or give rise to any duty owed by
OWNER or ENGINEER to any Contractor,
Contractor's subcontractor, supplier, other individual
or entity, or to any surety for or employee of any of
them.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and
exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other party. The OWNER agrees
that the substance of the provisions of this paragraph
6.08.C shall appear in the Contract Documents.
6.09 Dispute Resolution
A. OWNER and ENGINEER agree to negotiate all
disputes between them in good faith prior to exercising
their rights under Exhibit H or other provisions of this
Agreement, or under law. In the absence of such an
agreement, the parties may exercise their rights under law.
B. If and to the extent that OWNER and ENGINEER
have agreed on a method and procedure for resolving
disputes between them arising out of or relating to this
Standard Form of Agreement
Between Owner and Engineer for Professional Services
.Page 6 of 12
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6.10 Hazardous Environmental Condition
1. To the fullest extent permitted by law,
ENGINEER shall indemnify and hold harmless
OWNER, OWNER's officers, directors, partners, and
employees from and against any and all costs, losses,
and damages (including but not limited to all fees and
charges of engineers, architects, attorneys, and other
professionals, and all court or arbitration or other
dispute resolution costs) caused solely by the negligent
acts or omissions of ENGINEER or ENGINEER's
officers, directors, partners, employees, and
ENGINEER's Consultants in the performance and
furnishing of ENGINEER's services under this
Agreement.
Agreement, such dispute resolution method and procedure
is set forth in Exhibit H, "Dispute Resolution."
A. OWNER represents to Engineer that to the best of
its knowledge a Hazardous Environmental Condition does
not exist.
B. OWNER has disclosed to the best of its
knowledge to ENGINEER the existence of all Asbestos,
PCB's, Petroleum, Hazardous Waste, or Radioactive
Material located at or near the Site, including type, quantity
and location.
C. If a Hazardous Environmental Condition is
encountered or alleged, ENGINEER shall have the
obligation to notify OWNER and, to the extent of
applicable Laws and Regulations, appropriate
governmental officials.
2. To the fullest extent permitted by law,
OWNER shall indemnify and hold harmless
ENGINEER, ENGINEER's officers, directors,
partners, employees, and ENGINEER's Consultants
from and against any and all costs, losses, and damages
(including but not limited to all fees and charges of
engineers, architects, attorneys, and other
professionals, and all court or arbitration or other
dispute resolution costs) caused solely by the negligent
acts or omissions of OWNER or OWNER's officers,
directors, partners, employees, and OWNER's
consultants with respect to this Agreement or the
Project.
D. It is acknowledged by both parties that
ENGINEER's scope of services does not include any
services related to a Hazardous Environmental Condition.
In the event ENGINEER or any other party encounters a
Hazardous Environmental Condition, ENGINEER may, at
its option and without liability for consequential or any
other damages, suspend performance of services on the
portion of the Project affected thereby until OWNER: (i)
retains appropriate specialist consultant( s) or contractor( s)
to identify and, as appropriate, abate, remediate, or remove
the Hazardous Environmental Condition; and (ii) warrants
that the Site is in full compliance with applicable Laws and
Regulations.
3. To the fullest extent permitted by law,
ENGINEER's total liability to OWNER and anyone
claiming by, through, or under OWNER for any cost,
loss, or damages caused in part by the negligence of
ENGINEER and in part by the negligence of OWNER
or any other negligent entity or individual, shall not
exceed the percentage share that ENGINEER's
negligence bears to the total negligence of OWNER,
ENGINEER, and all other negligent entities and
individuals.
E. OWNER acknowledges that ENGINEER is
performing professional services for OWNER and that
ENGINEER is not and shall not be required to become an
"arranger," "operator," "generator," or "transporter" of
hazardous substances, as dermed in the Comprehensive
Environmental Response, Compensation, and Liability Act
of 1990 (CERCLA), which are or may be encountered at or
near the Site in connection with ENGINEER's activities
under this Agreement.
A. Indemnification
4. In addition to the indemnity provided under
paragraph 6.11.A.2 of this Agreement, and to the
fullest extent permitted by law, OWNER shall
indemnify and hold harmless ENGINEER and its
officers, directors, partners, employees, and
ENGINEER's Consultants from and against all costs,
losses, and damages (including but not limited to all
fees and charges of engineers, architects, attorneys, and
other professionals, and all court or arbitration or other
dispute resolution costs) caused by, arising out of or
resulting from a Hazardous Environmental Condition,
provided that (i) any such cost, loss, or damage is
attributable to bodily injury, sickness, disease, or death,
or to injury to or destruction of tangible property (other
than completed Work), including the loss of use
resulting therefrom, and (ii) nothing in this paragraph
6.II.AA. shall obligate OWNER to indemnify any
individual or entity from and against the consequences
F. If ENGINEER's services under this Agreement
cannot be performed because of a Hazardous
Environmental Condition, the existence of the condition
shall justify ENGINEER's terminating this Agreement for
cause on 30 days notice.
6.11 Allocation of Risks
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 7 of 12
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of that individual's or entity's own negligence or
willful misconduct.
indicated, which are applicable to both the singular and
plural thereof:
5. The indemnification provision of paragraph
6.ll.A.l is subject to and limited by the provisions
agreed to by OWNER and ENGINEER in Exhibit I,
"Allocation of Risks," ifany.
1. Addenda-- Written or graphic instruments
issued prior to the opening of Bids which clarify,
correct, or change the Bidding Documents.
6.12 Notices
2. Additional Services--The services to be
performed for or furnished to OWNER by
ENGINEER in accordance with Exhibit A, Part 2 of
this Agreement.
A. Any notice required under this Agreement will be
in writing, addressed to the appropriate party at its address
on the signature page and given personally, or by registered
or certified mail postage prepaid, or by a commercial
courier service. All notices shall be effective upon the date
of receipt.
3. Agreement--This "Standard Form of
Agreement between OWNER and ENGINEER for
Professional Services," including those Exhibits listed
in Article 8 hereof.
6.13 Survival
4. Application for Payment-- The form
acceptable to ENGINEER which is to be used by
Contractor in requesting progress or fmal payments for
the completion of its Work and which is to be
accompanied by such supporting documentation as is
required by the Contract Documents.
A. All express representations, indemnifications, or
limitations of liability included in this Agreement will
survive its completion or termination for any reason.
6.14 Severability
5. Asbestos--Any material that contains more
than one percent asbestos and is friable or is releasing
asbestos fibers into the air above current action levels
established by the United States Occupational Safety
and Health Administration.
A. Any provision or part of the Agreement held to be
void or unenforceable under any Laws or Regulations shall
be deemed stricken, and all remaining provisions shall
continue to be valid and binding upon OWNER and
ENGINEER, who agree that the Agreement shall be
reformed to replace such stricken provision or part thereof
with a valid and enforceable provision that comes as close
as possible to expressing the intention of the stricken
provision.
6. Basic Services-- The services to be performed
for or furnished to OWNER by ENGINEER in
accordance with Exhibit A, Part 1, of this Agreement.
6.15
Waiver
7. Bid-- The offer or proposal of the bidder
submitted on the prescribed form setting forth the
prices for the Work to be performed.
A. Non-enforcement of any provision by either party
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the
remainder of this Agreement.
8. Bidding Documents-- The advertisement or
invitation to Bid, instructions to bidders, the Bid form
and attachments, the Bid bond, if any, the proposed
Contract Documents, and all Addenda, if any.
6.16 Headings
9. Change Order--A document recommended
by ENGINEER, which is signed by Contractor and
OWNER to authorize an addition, deletion or revision
in the Work, or an adjustment in the Contract Price or
the Contract Times, issued on or after the Effective
Date of the Construction Agreement.
A. The headings used in this Agreement are for
general reference only and do not have special significance.
ARTICLE 7 - DEFINITIONS
7.01 Defined Terms
10. Construction Agreement--The written
instrument which is evidence of the agreement,
contained in the Contract Documents, between
OWNER and Contractor covering the Work.
A. Wherever used in this Agreement (including the
Exhibits hereto) and printed with initial or all capital
letters, the terms listed below have the meanings
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 12
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.
11. Construction Contract--The entire and
integrated written agreement between the OWNER and
Contractor concerning the Work.
no cost to OWNER, any Defective Work, normally
one year after the date of Substantial Completion or
such longer period of time as may be prescribed by
Laws or Regulations or by the terms of any applicable
special guarantee or specific provision of the Contract
Documents.
12. Construction Cost--The cost to OWNER of
those portions of the entire Project designed or
specified by ENGINEER. Construction Cost does not
include costs of services of ENGINEER or other
design professionals and consultants, cost of land,
rights-of-way, or compensation for damages to
properties, or OWNER's costs for legal, accounting,
insurance counseling or auditing services, or interest
and financing charges incurred in connection with the
Project, or the cost of other services to be provided by
others to OWNER pursuant to Exhibit B of this
Agreement. Construction Cost is one of the items
comprising Total Project Costs.
18. Defective--An . adjective which, when
modifying the word Work, refers to Work that is
unsatisfactory, faulty, or deficient, in that it does not
conform to the Contract Documents, or does not meet
the requirements of any jnspection, reference standard,
test, or approval referred to in the Contract Documents,
or has been damaged prior to ENGINEER's
recommendation of fmal payment.
13. Contract Documents--Documents that
establish the rights and obligations of the parties
engaged in construction and include the Construction
Agreement between OWNER and Contractor,
Addenda (which pertain to the Contract Documents),
Contractor's Bid (including documentation
accompanying the Bid and any post-Bid
documentation submitted prior to the notice of award)
when attached as an exhibit to the Construction
Agreement, the notice to proceed, the bonds,
appropriate certifications, the General Conditions, the
Supplementary Conditions, the Specifications and the
Drawings as the same are more specifically identified
in the Construction Agreement, together with all
Written Amendments, Change Orders, Work Change
Directives, Field Orders, and ENGINEER's written
interpretations and clarifications issued on or after the
Effective Date of the Construction Agreement.
Approved Shop Drawings and the reports and
drawings of subsurface and physical conditions are not
Contract Documents.
19. Documents--Data, reports, Drawings,
Specifications, Record Drawings, and other
deliverables, whether in printed or electronic media
format, provided or furnished in appropriate phases by
ENGINEER to OWNER pursuant to this Agreement.
20. Drawings-- That part of the Contract
Documents prepared or approved by ENGINEER
which graphically shows the scope, extent, and
character of the Work to be performed by Contractor.
Shop Drawings are not Drawings as so defined.
21. Effective Date of the Construction
Agreement-- The date indicated in the Construction
Agreement on which it becomes effective, but if no
such date is indicated, it means the date on which the
Construction Agreement is signed and delivered by the
last of the two parties to sign and deliver.
22. Effective Date of the Agreement-- The date
indicated in this Agreement on which it becomes
effective, but if no such date is indicated, it means the
date on which the Agreement is signed and delivered
by the last of the two parties to sign and deliver.
14. Contract Price--The moneys payable by
OWNER to Contractor for completion of the Work in
accordance with the Contract Documents and as stated
in the Construction Agreement.
23. ENGINEER's Consultants--Individuals or
entities having a contract with ENGINEER to furnish
services with respect to this Project as ENGINEER's
independent professional associates, consultants,
subcontractors, or vendors. The term ENGINEER
includes ENGINEER's Consultants.
15. Contract Times--The numbers of days or the
dates stated in the Construction Agreement to:
(i) achieve Substantial Completion, and (ii) complete
the Work so that it is ready for fmal payment as
evidenced by ENGINEER's written recommendation
of final payment.
24. Field Order--A written order issued by
ENGINEER which directs minor changes in the Work
but which does not involve a change in the Contract
Price or the Contract Times.
16. Contractor--An individual or entity with
whom OWNER enters into a Construction Agreement.
25. General Conditions-That part of the Contract
Documents which sets forth terms, conditions, and
procedures that govem the Work to be performed or
furnished by Contractor with respect to the Project.
17. Co"ection Period-- The time after Substantial
Completion during which Contractor must correct, at
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Between Owner and Engineer for Professional Services
Page 9 of 12
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26. Hazardous Environmental Condition--The
presence at the Site of Asbestos, PCB's, Petroleum,
Hazardous Waste, or Radioactive Materials in such
quantities or circumstances that may present a
substantial danger to persons or property exposed
thereto in connection with the Work.
Representative agreed to by OWNER. The duties and
responsibilities of the Resident Project Representative
are as set forth in Exhibit D.
27. Hazardous Waste--The term Hazardous
Waste shall have the meaning provided in Section
1004 of the Solid Waste Disposal Act (42 USC Section
6903) as amended from time to time.
35. Samples--Physical examples of materials,
equipment, or workmanship that are representative of
some portion of the Work and which establish the
standards by which such portion of the Work will be
judged.
28. Laws and Regulations; Laws or Regulations--
Any and all applicable laws, rules, regulations,
ordinances, codes, standards, and orders of any and all
governmental bodies, agencies, authorities, and courts
having jurisdiction.
36. Shop Drawings--All drawings, diagrams,
illustrations, schedules, and other data or information
which are specifically prepared or assembled by or for
Contractor and submitted by Contractor to
ENGINEER to illustrate some portion of the Work.
29. PCB's--Polychlorinated biphenyls.
37. Site--Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon
which the Work is to be performed, rights-of-way and
easements for access thereto, and such other lands
furnished by OWNER which are designated for use of
Contractor.
30. Petroleum--Petroleum, including crude oil or
any fraction thereof which is liquid at standard
conditions of temperature and pressure (60 degrees
Fahrenheit and 14.7 pounds per square inch absolute),
such as oil, petroleum, fuel oil, oil sludge, oil refuse,
gasoline, kerosene, and oil mixed with other non-
Hazardous Waste and crude oils.
38. Specifications--That part of the Contract
Documents consisting of written technical descriptions
of materials, equipment, systems, standards, and
workmanship as applied to the Work and certain
administrative details applicable thereto.
31. Radioactive Materials--Source, special
nuclear, or byproduct material as defmed by the
Atomic Energy Act of 1954 (42 USC Section 2011 et
seq.) as amended from time to time.
39, Substantial Completion--The time at which
the Work (or a specified part thereof) has progressed to
the point where, in the. opinion of ENGINEER, the
Work (or a specified part thereof) is sufficiently
complete, in accordance with the Contract Documents,
so that the Work (or a specified part thereof) can be
utilized for the purposes for which it is intended. The
terms "substantially complete" and "substantially
completed" as applied to all or part of the Work refer
to Substantial Completion thereof.
32. Record Drawings-- The Drawings as issued
for construction on which the ENGINEER, upon
completion of the Work, has shown changes due to
Addenda or Change Orders and other information
which ENGINEER considers significant based on
record documents furnished by Contractor to
ENGINEER and which were annotated by Contractor
to show changes made during construction.
40. Supplementary Conditions-- That part of the
Contract Documents which amends or supplements the
General Conditions.
33. Reimbursable Expenses-- The expenses
incurred directly by ENGINEER in connection with
the perfonning or furnishing of Basic and Additional
Services for the Project for which OWNER shall pay
ENGINEER as indicated in Exhibit C.
34. Resident Project Representative-- The
authorized representative of ENGINEER, if any,
assigned to assist ENGINEER at the Site during the
Construction Phase. The Resident Project
Representative will be ENGINEER's agent or
employee and under ENGINEER's supervision. As
used herein, the term Resident Project Representative
includes any assistants of Resident Project
41. Total Project Costs-- The sum of the
Construction Cost, allowances for contingencies, the
total costs of services of ENGINEER or other design
professionals and consultants, cost of land, rights-of-
way, or compensation for damages to properties, or
OWNER's costs for legal, accounting, insurance
counseling or auditing services, or interest and
fmancing charges incurred in connection with the
Project, or the cost of other services to be provided by
others to OWNER pursuant to Exhibit B of this
Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
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42. Work-- The entire completed construction or
the various separately identifiable parts thereof
required to be provided under the Contract Documents
with respect to this Project Work includes and is the
result of performing or furnishing labor, services, and
documentation necessary to produce such construction
and furnishing, installing, and incorporating all
materials and all equipment into such construction, all
as required by the Contract Documents.
43. Work Change Directive--A written directive
to Contractor issued on or after the Effective Date of
the Construction Agreement and signed by OWNER
upon recommendation of the ENGINEER, ordering an
addition, deletion, or revision in the Work, or
responding to differing or unforeseen subsurface or
physical conditions under which the Work is to be
performed or to emergencies. A Work Change
Directive will not change the Contract Price or the
Contract Times but is evidence that the parties expect
that the change directed or documented by a Work
Change Directive will be incorporated in a
subsequently issued Change Order following
negotiations by the parties as to its effect, if any, on the
Contract Price or Contract Times.
44. Written Amendment--A written amendment of
the Contract Documents signed by OWNER and
Contractor on or after the Effective Date of the
Construction Agreement and normally dealing with the
non-engineering or non-technical rather than strictly
construction-related aspects of the Contract
Documents.
ARTICLE 8
PROVISIONS
EXEUBITS AND SPECLlL
8.01 Exhibits Included
A. Exhibit A, "ENGINEER's Services," consisting of
7 pages.
B. Exhibit B, "OWNER's Responsibilities,"
consisting of 3 pages.
C. Exhibit C, "Payments to Engineer for Services and
Reimbursable Expenses," consisting of 5 pages.
D. Exhibit D, "Duties, Responsibilities and
Limitations of Authority of Resident Project
Representative," consisting of 4 pages.
E. Exhibit E, "Notice of Acceptability of Work,"
consisting of 2 pages.
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F. Exhibit F--NOT INCLUDED
G. Exhibit G, "Insurance," consisting of 1 page.
H. Exhibit H, "Dispute Resolution," consisting of 1
page.
I. Exhibit I, "Allocation of Risks," consisting of 1
page.
J. Exhibit J, "Special Provisions," consisting of 1
page.
8.02 Total Agreement
A. This Agreement (consisting of pages 1 to 12
inclusive, together with 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.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 11 of 12
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IN WTINESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is
indicated on page 1.
OWNER:
ENGINEER:
City of La Porte
By: B~ T. \t~
Robert T. Herrera
Title: Citv Manae:er
Date Signed: Ei -'lO-q~
Turner Collie & Braden Inc.
By:
CV'U-:- ~
Min Chu, P.E.
Vice President
Title:
Date Signed:
A TrEST:
Address for giving notices:
Turner Collie & Braden Inc.
P. O. Box 130089
Houston. Texas 77219-0089
Designated Representative (paragraph 6.02.A):
Anthony G. Sartori. P.E.
Title: Proiect Manae:er
Phone Number:
713-267-2829
Address for giving notices:
Facsimile Number: 713-267-2857
Citv of La Porte
E-Mail Address:tsartori@tcbhou.com
P. O. Box 1115
La Porte. Texas 77572-1115
Designated Representative (paragraph 6.02.A):
Doue:1as K. Kneuwer. P.E.
Title: Citv Engineer
Phone Number:
281-471-5020
Facsimile Number: 281-471-7168
E-Mail Address:kneuDoerd@ci.la-oorte.tx.us
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 12 of 12
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This is EXHIBIT A, consisting of 7 pages, referred to in and
part of the Agreement between OWNER and E~GINEER
for Professional Services dated ~ I ~ ,
IgG~ . q
/.:)..,...., I Initial:
OWNER~
ENG1NEER \MA--
ENGINEER's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties.
ENGINEER shall provide Basic and Additional Services as set forth below.
PART 1 -- BASIC SERVICES
A1.0l Study and Report Phase - NOT INCLUDED
A1.02 Preliminary Design Phase - NOT INCLUDED
A 1.03 Final Design Phase
A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable
Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER-directed modifications or
changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization
from OWNER, ENGINEER shall:
1. On the basis of the above acceptance, direction, and authorization, prepare fmal Drawings indicating the
scope, extent, and character of the Work to be performed and furnished by Contractor. Specifications will be
prepared, where appropriate, in general conformance with the l6-division format of the Construction
Specifications Institute.
2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications
for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design
of the Project and assist OWNER in consultations with appropriate authorities.
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 A1.01.A.5.
4. Perform or provide the following additional Final Design Phase tasks or deliverables:
5. Prepare and furnish Bidding Documents for review and approval by OWNER, its legal counsel, and other
advisors, as appropriate, and assist OWNER in the preparation of other related documents.
6. Submit 20 fmal copies of the Bidding Documents and a revised opinion of probable Construction Cost to
OWNER within 90 working days after authorization to proceed with this phase.
B. In the event that the Work designed or specified by ENGINEER is to be performed or furnished under more
than one prime contract, or if ENGINEER's services are to be separately sequenced with the work of one or more
prime Contractors (such as in the case of fast-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, Construction, and Post-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 or
become an amendment to Exhibit A whether or not the work under such contracts is to proceed concurrently.
Page 1 of 7 Pages
(Exhibit A - ENGINEER's Services)
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C. The number of prime contracts for Work designed or specified by ENGINEER upon which the ENGINEER's
compensation has been established under this Agreement is one (1).
D. ENGINEER's services under the Final Design Phase will be considered complete on the date when the
submittals required by paragraph A1.03.A.6 have been delivered to OWNER
Al.04 Bidding or Negotiating Phase
A. After acceptance by OWNER of the Bidding Documents and the most recent oplDlon of probable
Construction Cost as determined in the Final Design Phase, and upon written authorization by OWNER to proceed,
ENGINEER shall:
1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work 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 Contractor deposits or charges for the Bidding Documents.
2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents.
3. During the Bidding or Negotiating Phase ENGINEER shall assist OWNER in conducting the prebid
conferences and prequalification of bidders as required by City of La Porte Ordinance No. 1476-A. Ordinance
1476-A requires all Contractors desiring to bid on construction projects having as estimated construction cost of
greater than $300,000, must pre-qualify by filing a satisfactory Contractor's Statement The Contractor's
Statement requires the filing of both a Financial Statement and an Equipment and Experience Statement The
ENGINEER shall review the Equipment and Experience Statements submitted by the Contractor, check references
and prepare a written report and recommendation based on their findings. The ENGlNEER shall not be
responsible for evaluating the financial statement submitted by Contractors.
4. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables:
5. Attend the Bid opening, prepare Bid tabulation sheets, and assist OWNER in evaluating Bids or proposals
and in assembling and awarding contracts for the Work.
B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective Contractors (except as may be required if Exhibit F is a part of
this Agreement).
AI.OS Construction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER, ENGINEER shall:
1. General Administration of Construction 'Contract. Consult with OWNER and act as OWNER's
representative as provided in the General Conditions. The extent and limitations of the duties, responsibilities and
authority of ENGINEER as assigned in said General Conditions shall not be modified, except as ENGINEER may
otherwise agree in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER, who
shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this
Agreement and said General Conditions except as otherwise provided in writing.
2. Resident Project Representative (RPR). Provide the services of an RPR at the Site to assist the
ENGINEER and to provide more extensive observation of Contractor's work. Duties, responsibilities, and
authority of the RPR are as set forth in Exhibit D. The furnishing of such RPR's services will not extend
ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this Agreement
3. Selecting Independent Testing Laboratory. Assist OWNER in the selection of an independent testing
laboratory to perform the services identified in paragraph B2.01.0.
Page 2 of 7 Pages
(Exhibit A - ENGINEER's Services)
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4. Pre-Construction Conference. Participate in a Pre-Construction Conference prior to commencement of
Work at the Site.
5. Baselines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work
which in ENGINEER's judgment are necessary to enable Contractor to proceed.
6. Visits to Site and Observation of Construction. In connection with observations of Contractor's work in
progress while it is in progress:
a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER
deems necessary, in order to observe as an experienced and qualified design professional the progress and
quality of the Work. Such visits and observations by ENGINEER, and the Resident Project Representative, if
any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to
involve detailed inspections of Contractor's work in progress beyond the responsibilities 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 as assisted by the Resident Project Representative, if any. Based on information
obtained during such visits and such observations, ENGINEER will determine in general if Contractor's work
is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER informed of
the progress of the Work.
b. The purpose of ENGINEER's visits to, and representation by the Resident Project Representative, if
any, at the Site, will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and
undertaken by ENGINEER during the Construction Phase, and, in 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 will conform in general to the Contract Documents and that the integrity
of the design concept of the completed Project as a functioning whole as indicated in the. Contract Documents
has been implemented and preserved by Contractor. 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 ENGINEER 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
Contractor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to
Contractor's furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the
performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform
its work in accordance with the Contract Documents.
7. Defective Work. Recommend to OWNER that Contractor's work be disapproved and rejected while it is
in progress if, on the basis of such observations, 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.
8. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the
Contract Documents as appropriate to the orderly completion of Contractor's 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.
9. Change Orders and Work Change Directives. Recommend Change Orders and Work Change Directives
to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required.
10. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to 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. ENGINEER has an obligation to meet any Contractor's submittal schedule that has
earlier been acceptable to ENGINEER.
Page 3 of 7 Pages
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11. Substitutes and "or-equal." Evaluate and determine the acceptability of substitute or "or-equal" materials
and equipment proposed by Contractor, but subject to the provisions of paragraph A2.02.A.2 of this Exhibit A.
12. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws
and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of
determining that the results certified indicate compliance with the Contract Documents and will not constitute an
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.
13. Disagreements between OWNER and Contractor, Render formal written decisions on all claims of
OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements
of the Contract Documents pertaining to the execution and progress of Contractor's 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.
14. Applications for Payment. Based on ENGINEER's observations as an experienced and qualified design
professional and on review of Applications for Payment and accompanying supporting documentation:
a. Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of
payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such
observations and review, that, to the best of ENGINEER's knowledge, information and belief, Contractor's
work has progressed to the point indicated, the quality of such work is generally in accordance with the
Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial
Completion, to the results of any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to
such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe
Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will include
fmal determinations of quantities and classifications of Contractor's work (subject to any subsequent
adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in paragraph
A1.05.A.6.a are expressly subject to the limitations set forth in paragraph A1.05.A.6.b and other express or
general limitations in this Agreement and elsewhere.
b. By recommending any payment, ENGINEER shall not thereby be deemed to have represented that
observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and
furnished have been exhaustive, extended to every aspect of Contractor's work in progress, or involved
detailed inspections of the Work beyond the responsibilities specifically assigned to ENGINEER in this
Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes
of recommending payments nor ENGINEER's recommendation of any payment including fInal payment will
impose on ENGINEER responsibility to supervise, direct, or control Contractor's work in progress or for the
means, methods, techniques, sequences, or procedures of construction or safety precautions or programs
incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing
and performing the Work. It will also not impose responsibility on ENGINEER to make any examination to
ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or
to determine that title to any portion of the work in progress, materials, or equipment has passed to OWNER
free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters
at issue between OWNER and Contractor that might affect the amount that should be paid.
15. Contractor's Completion Documents.
a. Receive and review maintenance and operating instructions, schedules, and guarantees.
b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by
the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other
data approved as provided under paragraph A1.05.A.IO, and the annotated record documents which are to be
assembled by Contractor in accordance with the Contract Documents to obtain fmal payment. The extent of
such ENGINEER's review will be limited as provided in paragraph A1.05.A.10.
Page 4 of 7 Pages
(Exhibit A - ENGINEER's Services)
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c. ENGINEER shall transmit these documents to OWNER.
16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work
ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if the
Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER considers the Work
Substantially Complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and
Contractor.
17. Additional Tasks. Perform or provide the following additional Construction Phase tasks or deliverables:
18. Final Notice of Acceptability of the Work. Conduct a fmal inspection to determine if the completed Work
of Contractor is acceptable so that ENGINEER may recommend, in writing, fmal payment to Contractor.
Accompanying the recommendation for final payment, ENGINEER shall also provide a notice in the form
attached hereto as Exhibit E (the "Notice of Acceptability of Work") that the Work is acceptable (subject to the
provisions of paragraph AI.OS.A.14.b) to the best of ENGINEER's knowledge, information,and belief and based
on the extent of the services provided by ENGINEER under this Agreement.
19. Record Drawings. Prepare and furnish to Owner Record Drawings showing appropriate record
information based on Project annotated record documents received from Contractor.
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by
ENGINEER for fmal payment to Contractors. If the Project involves more than one prime cOIitract as indicated in
paragraph AI.03.C, Construction Phase services may be rendered at different times in respect to the separate contracts.
C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any
Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any
of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work in
accordance with the Contract Documents.
AI.06 Post-Construction Phase -- NOT INCLUDED
PART 2 - ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
A. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of
the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement.
1. Preparation of applications and supporting documents (in addition to those furnished under Basic
Services) for private or governmental grants, loans or advances in connection with the Project; preparation or
review of environmental assessments and impact statements; review and evaluation of the effects on the design
requirements for 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.
2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the
accuracy of drawings or other information furnished by OWNER.
3. 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 and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any
other causes beyond ENGINEER's control.
Page 5 of 7 Pages
(Exhibit A - ENGINEER's Services)
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4. Services resulting from OWNER's request to evaluate additional Study and Report Phase alternative
solutions beyond those identified in paragraph A1.01.A.4.
5. Services required as a result of OWNER's providing incomplete or incorrect Project information with
respect to Exhibit B.
6. Providing renderings or models for OWNER's use.
7. Undertaking investigations and studies including, but not limited to, detailed consideration of operations,
maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations,
rate schedules, and appraisals; assistance in obtaining fInancing for the Project; evaluating processes available for
licensing, and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment,
and labor; and audits or inventories required in connection with construction performed by OWNER.
8. Furnishing services of ENGINEER's Consultants for other than Basic Services.
9. Services attributable to more prime construction contracts than specified in paragraph Al.03.C.
10. Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's
office.
11. Preparing for, coordinating with, participating in and responding to structured independent review
processes, including, but not limited to, construction management, cost estimating, project peer review, value
engineering, and constructibility review requested by OWNER; and perfonning or furnishing services required to
revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes.
12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by
OWNER for the Work or a portion thereof.
13. Determining the acceptability of substitute materials and equipment proposed during the Bidding or
Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents.
14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction,
materials, equipment, or services, except when such assistance is required by Exhibit F.
15. Providing construction surveys and staking to enable Contractor to perform its work other than as
required under paragraph Al.0S.A.S, and any type of property surveys or related engineering services needed for
the transfer of interests in real property; and providing other special fIeld surveys.
16. Providing Construction Phase services beyond the Contract Times set forth in Exhibit C.
17. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current
Laws and Regulations. .
18. Preparation of operation and maintenance manuals.
19. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other
dispute resolution process related to the Project.
20 Providing more extensive services required to enable ENGINEER to issue notices or certifications
requested by OWNER under paragraph 6.01.G of the Agreement.
21. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement.
Page 6 of 7 Pages
(Exhibit A - ENGINEER's Services)
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A2.02 Required Additional Services
A. ENGINEER shall perfonn or furnish, without requesting or receiving specific advance authorization from
OWNER, the Additional Services of the types listed below. ENGINEER shall advise OWNER in writing promptly
after starting any such Additional Services.
1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by
OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered.
2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute
materials or equipment other than "or-equal" items; and services after the award of the Construction Agreement in
evaluating and detennining the acceptability of a substitution which is found to be inappropriate for the Project or
an excessive number of substitutions.
3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect
result of materials, equipment, or energy shortages.
4. Additional or extended services during construction made necessary by (1) emergencies or acts of God
endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged by flIe or
other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor,
(5) acceleration of the progress schedule involving services beyond normal working houts, or (6) default by
Contractor.
5. Services (other than Basic Services during the Post-Construction Phase) in connection with any partial
utilization of any part of the Work by OWNER prior to Substantial Completion.
6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in
connection with the Work.
Page 7 of 7 Pages
(Exhibit A - ENGINEER's Services)
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This is EXlDBIT B, consisting of 3 pages, referred to in and
part of the Agreement between OWNEa and ENGINEER
for J:rofessional Services dated Ill\. ~ I ~ ,
1'1't~ .
OWNER G3i1t. Initial:
ENGINEER ~
OWNER's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of OWNER as set forth in this Agreement, OWNER shall:
A. Provide ENGINEER with 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
expandability, 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; and furnish copies of OWNER's standard
forms, conditions, and related documents for ENGINEER to include in the Bidding Documents, when applicable.
B. Furnish to ENGINEER any other available information pertinent to the Project including reports and data
relative to previous designs, or investigation at or adjacent to the Site.
C. Following ENGINEER's assessment of initially-available Project information and data and upon
ENGINEER's request, furnish or otherwise make available such additional Project related information and data as is
reasonably required to enable ENGINEER to complete its Basic and Additional Services. Such additional information
or data would generally include the following:
I. Property descriptions.
2. Zoning, deed, and other land use restrictions.
3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing
relevant reference points.
4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical
conditions in or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic
surveys, with appropriate professional interpretation thereof.
5. Environmental assessments, audits, investigations and impact statements, and other relevant
environmental or cultural studies as to the Project, the Site, and adjacent areas.
6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the
Exhibits thereto.
D. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of a
Hazardous Environmental Condition or of any other development that affects the scope or time of performance of
ENGINEER's services, or any defect or nonconformance in ENGINEER's services or in the work of any Contractor.
E. Authorize ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as
required.
F. Arrange for safe access to and make all provisions for ENGINEER to enter upon public and private property
as required for ENGINEER to perform services under the Agreement.
Page I of 3 Pages
(Exhibit B - OWNER's Responsibilities)
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G. 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
advisors or consultants as OWNER deems appropriate with respect to such examination) and retider in writing timely
decisions pertaining thereto.
H. NOT APPLICABLE
I. Provide, as required for the Project:
1. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services.
2. Legal services with regard to issues pertaining to the Project as OWNER requires, Contractor raises, or
ENGINEER reasonably requests.
3. Such auditing services as OWNER requires to ascertain how or for what purpose Contractor has used the
moneys paid.
4. Placement and payment for advertisement for Bids in appropriate publications.
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project
peer review, value engineering, and constructibility review.
K. Furnish to ENGINEER data as to OWNER's anticipated costs for services to be provided by others for
OWNER so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's
opinion of Total Project Costs.
L. If OWNER designates a construction manager or an individual or entity other than, or in addition to,
ENGINEER to represent OWNER at the Site, defme and set forth as an attachment to this Exhibit B the duties,
responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities,
and authority of ENGINEER.
M. If more than one prime contract is to be awarded for the Work designed or specified by ENGINEER,
designate a person or entity to have authority and responsibility for coordinating the activities among the various prime
Contractors, and defme and set forth the duties, responsibilities, and limitations of authority of such individual or entity
and the relation thereof to the duties, responsibilities, and authority of ENGINEER as an attachment to this Exhibit B
that is to be mutually agreed upon and made a part of this Agreement before such services begin.
N. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job
related meetings, and Substantial Completion and fmal payment inspections.
O. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of
Samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials,
equipment, and facilities of OWNER, prior to their incorporation into the Work with appropriate professional
interpretation thereof.
P. Provide inspection or monitoring services by an individual or entity other than ENGINEER (and disclose the
identity of such individual or entity to ENGINEER) as OWNER determines necessary to verify:
1. That Contractor is complying with any Laws and Regulations applicable to Contractor's performing and
furnishing the Work.
2. That Contractor is taking all necessary precautions for safety of persons or property and complying with
any special provisions of the Contract Documents applicable to safety.
Q. Provide ENGINEER with the fmdings and reports generated by the entities providing services pursuant to
paragraphs B2.01.0 and P.
Page 2 of 3 Pages
(Exhibit B - OWNER's Responsibilities)
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R. Perform or provide the following additional services: NOT APPLICABLE
Page 3 of 3 Pages
(Exhibit B - OWNER's Responsibilities)
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This is EXHIBIT C, consisting of 5 pages, referred to in
and part of the Agreement between OWNER ,}}nd
E(~~ER for Professional Services dated~, .!.J....-
~ r Initial:
OWNER~
ENGINEER ~
Payments to ENGINEER for Services and Reimbursable Expenses
Article 4 of the Agreement is amended and
supplemented to include the following agreement of
the parties:
ARTICLE 4 -- PAYMENTS TO THE ENGINEER
C4.01 For Basic Services Having A Determined
Scope --Lump Sum Method of Payment
A. OWNER shall pay ENGINEER for Basic
Services set forth in Exhibit A, except for services
of ENGINEER's Resident Project Representative
and Post-Construction Phase services, if any, as
follows:
1. A Lump Sum amount of $146,000
based on the following assumed distribution of
compensation:
a. Study and Report Phase
b. Preliminary Design Phase
c. Final Design Phase
d. Bidding and Negotiating Phase
e. Construction Phase
nla
nla
$122,100
$6,000
$17,900
2. ENGINEER may alter the distribution
of compensation between individual phases
noted herein to be consistent with services
actually rendered, but shall not exceed the total
Lump Sum amount unless approved in writing
by the OWNER.
3. The Lump Sum includes compensation
for ENGINEER's services and services of
ENGINEER's Consultants, if any. Appropriate
amounts have been incorporated in the Lump
Sum to account for labor, overhead, profit, and
Reimbursable Expenses.
4. The portion of the Lump Sum amount
billed for ENGINEER's services will be based
upon ENGINEER's estimate of the proportion
of the total services actually completed during
the billing period to the Lump Sum.
5. The Lump Sum is conditioned on
Contract Times to complete the Work not
exceeding 7 months. Should the Contract
Times to complete the Work be extended
beyond this period, the total compensation to
ENGINEER shall be appropriately adjusted.
6. If more prime contracts are awarded
for Work designed or specified by ENGINEER
for this Project than identified in Exhibit A, the
ENGINEER shall be compensated an additional
amount to be determined by ENGINEER and
OWNER for all Basic Services for each prime
contract added.
Page I of 5 pages
(Exhibit C - Basic Services With Determined Scope -- Lump Sum Method)
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C4.02 For Basic Services Having An Undetermined
Scope -- Standard Hourly Rates Method of
Payment
A. OWNER shall pay ENGINEER for Basic
Services having an undetermined scope as follows:
1. Resident Project Representative
Services. For services of ENGINEER's
Resident Project Representative, if any, under
paragraph Al.05A.2.a of Exhibit A, an amount
equal to the cumulative hours charged to the
Project by each class of ENGINEER's
employees times Standard Hourly Rates for
each applicable billing class for all Resident
Project Representative services performed on
the Project, plus Reimbursable Expenses and
ENGINEER's Consultant's charges, if any.
The total compensation under this paragraph is
estimated to be $68,850. The basis of
compensation for Resident Project
Representative Services is summarized in
Exhibit] .
2. Post Construction Phase Services-
NOT INCLUDED
C4.03 For Additional Services
A. OWNER shall pay ENGINEER for
Additional Services as follows:
1. General. For services of ENGINEER's
employees engaged directly on the Project
pursuant to paragraph A2.01 or A2.02 of
Exhibit A, except for services as a consultant or
witness under paragraph A2.01.A.20, an
amount equal to the cumulative hours charged
to the Project by each class of ENGINEER's
employees times Standard Hourly Rates for
each applicable billing class for all Additional
Services performed on the Project, plus
Reimbursable Expenses and ENGINEER's
Consultant's charges, if any.
2. Serving as a Witness. For services
performed by ENGINEER's employees as
witnesses giving testimony in any litigation,
arbitration, or other legal or administrative
proceeding under paragraph A2.0I.A.20, at the
rate of $1,000 per day or any portion thereof
(but compensation for time spent in preparing
to testify in any such litigation, arbitration, or
proceeding will be on the basis provided in
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paragraph C4.03.A.I). Compensation for
ENGINEER's Consultants for such services
will be on the basis provided in paragraph
C4.06.
C4.04 For Reimbursable Expenses
A. When not included in compensation for
Basic Services under paragraph C4.01, OWNER
shall pay ENGINEER for Reimbursable Expenses at
the rates set forth in Appendix 1 to this Exhibit C.
B. Reimbursable Expenses include the
following categories: transportation and subsistence
incidental thereto; obtaining bids or proposals from
Contractor(s); providing and maintaining field
office facilities including furnishings and utilities;
subsistence and transportation of Resident Project
Representative and their assistants; toll telephone
calls and telegrams; reproduction of reports,
Drawings, Specifications, Bidding Documents, and
similar Project-related items in addition to those
required under Exhibit A, and, if authorized in
advance by OWNER, overtime work requiring
higher than regular rates. In addition, if authorized
in advance by OWNER, Reimbursable Expenses
will also include expenses incurred for computer
time and the use of other highly specialized
equipment.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project-related
internal expenses actually incurred or allocated by
ENGINEER, plus all invoiced external
Reimbursable Expenses allocable to the Project, the
latter multiplied by a Factor of 1.1.
D. The Reimbursable Expenses Schedule will
be adjusted annually (beginning I year from the
effective date of this Agreement) to reflect equitable
changes in the compensation payable to
ENGINEER.
C4.05 Standard Hourly Rates
A. Standard Hourly Rates are set forth in
Appendix 2 to this Exhibit C and include salaries
and wages paid to personnel in each billing class
plus the cost of customary and statutory benefits,
general and administrative overhead, non-project
operating costs, and operating margin or profit.
B. The Standard Hourly Rates will be adjusted
annually (beginning 1 year from the effective date
Page 2 of 5 pages
(Exhibit C - All Other Services/Charges -- Standard Hourly Rates Method of Payment)
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of this Agreement) to reflect equitable changes in
the compensation payable to ENGINEER.
shall either agree to such compensation
exceeding said estimated amount or OWNER
and ENGINEER shall agree to a reduction in
the remaining services to be rendered by
ENGINEER, so that total compensation for
such services will not exceed said estimated
amount when such services are completed. If
ENGINEER exceeds the estimated amount
before OWNER and ENGINEER have agreed
to an increase in the compensation due
ENGINEER or a reduction in the remaining
services, the ENGINEER shall be paid for all
services rendered hereunder.
C4.06 For ENGINEER's Consultant's Charges
A. Whenever compensation to ENGINEER
herein is stated to include charges of ENGINEER's
Consultants, those charges shall be the amounts
billed by ENGINEER's Consultants to ENGINEER
times a Factor of 1.1.
C4.07 Factors
A. The external Reimbursable Expenses and
ENGINEER's Consultant's Factors include
ENGINEER's overhead and profit associated with
ENGINEER's responsibility for the administration
of such services and costs.
C4.08 Other Provisions Concerning Payment
A. Progress Payments. The portion of the
amounts billed for ENGINEER's services which are
related to the services identified in paragraphs
C4.02 and C4.03, will be during the billing period
based on the cumulative hours charged to the
Project by each class of ENGINEER's employees
times the Standard Hourly Rate for each class plus
Reimbursable Expenses and. ENGINEER's
Consultant's charges, if any.
B. Extended Contract Times. Should the
Contract Times to complete the Work be extended
beyond the period identified in paragraph C4.01,
payment for ENGINEER's services shall be
continued based on the Standard Hourly Rates
Method of Payment.
C. Estimated Compensation Amounts
1. ENGINEER's estimate of the amounts
that will become payable for Basic Services are
only estimates for planning purposes, are not
binding on the parties, and are not the
minimum or maximum amounts payable to
ENGINEER under the Agreement.
2. When estimated compensation amounts
have been stated herein and it subsequently
becomes apparent to ENGINEER that a
compensation amount thus estimated will be
exceeded, ENGINEER shall give OWNER
written notice thereof. Promptly thereafter
OWNER and ENGINEER shall review the
matter of services remaining to be performed
and compensation for such services. OWNER
Page 3 of 5 pages
(Exhibit C - All Other Services/Charges -- Standard Hourly Rates Method of Payment)
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Reimbursable Expenses Schedule
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This is Appendix 1 to EXHIBIT C, consisting of 5 pages,
referred to in and part of the Agreement between OWNER
an ENGINEER for Protpsional Services dated
(Oft?> .
Initial :
OWNER('i)11l -.....-.
ENGINE~
Current agreements for engineering services stipulate that the Reimbursable Expenses are subject to review
and adjustment per Exhibit C. Reimbursable expenses for services performed on the date of the Agreement are:
FAX
8"xll" Copies/Impression
Blue Print Copies
Reproducible Copies (Mylar)
Reproducible Copies (paper)
Mileage (auto)
Field Truck Daily Charge
Mileage (Field Truck)
Field Survey Equipment
Confmed Space Equipment
Resident Project Representative Equipment
Computer CPU Charge
Personal Computer Charge
CAD Charge
CAE Terminal Charge
VCR and Monitor Charge
Video Camcorder
Electrical Meters Charge
Flow Meter Charge
Rain Gauge
Sampler Charge
Dissolved Oxygen Tester Charge
Fluorometer
Laboratory Pilot Testing Charge
Soil Gas Kit
Submersible Pump
Water Level Meter
Soil Sampling
Groundwater Sampling
Health and Safety Level D
Health and Safety Level C
Electronic Media Charge
Long Distance Phone Calls
Meals and Lodging
n/a
$O.04/page
$O.06/sq. ft.
$O.95/sq. ft.
$O.90/sq. ft.
$0.325/mile
n/a
n/a
at cost
at cost
n/a
n1a
n1a
$15.00Ihour
at cost
n1a
n1a
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
at cost
Page 4 of 5 pages
(Exhibit C - All Other Services/Charges -- Standard Hourly Rates Method of Payment)
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This is Appendix 2 to EXHIBIT C, consisting of 5 pages,
referred to in and part of the Agreement between OWNER
and ENGINEER for Professional Services dated
'-1\r\~ I ~ ' Iqcri
Standard Hourly Rates Schedule
OWNER~
ENGINEER ~
Current agreements for engineering services stipulate that the standard hourly rates are subject to review and
adjustment per Exhibit C. Hourly rates for services performed on the date of the Agreement are:
Principal
$150/hour
Project Manager
Electrical Engineer
Structural Engineer
$110/hour
MecharricalEngineer
Civil EngineerlDesigner
Project Representative
$85/hour
CADD Technician
$65/hour
Administrative
$50/hour
Page 5 of 5 pages
(Appendix 2 to Exhibit C - Standard Hourly Rates Schedule)
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I'"J-1r Initial:
OWNER \::1\ \ tot
ENGINEER .\}A'L--
Duties, Responsibilities, and Limitations of Authority of Resident Project Representative
This is EXHIBIT D, consisting of 4 pages, referred to in
and part of the Agreement between OWNER and
ENGINEER for Professional Services dated
~ Ii , f1lif .
Paragraph LaIC of the Agreement is amended and supplemented to include the following agreement of the
parties:
D6.02
Resident Project Representative
A. ENGINEER shall furnish a Resident Project Representative ("RPR"), assistants, and other field staff to
assist ENGINEER in observing progress and quality of the Work. The RPR, assistants, and other field staff
under this Exhibit D may provide full time representation or may provide representation to a lesser degree.
B. Through such additional observations of Contractor's work in progress and field checks of materials and
equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER
against defects and deficiencies in the Work. However, 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 the Contractor's
Work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences,
or procedures selected by Contractor, for safety precautions and programs incident to the Contractor's work in
progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's
performing and furnishing the Work, or responsibility of construction for Contractor's failure to furnish and
perform the Work in accordance with the Contract Documents. In addition, the specific limitations set forth in
section A.I.OS of Exhibit A of the Agreement are applicable.
C. The duties and responsibilities of the RPR are limited to those of ENGINEER in the Agreement with the
OWNER and in the Contract Documents, and are further limited and described as follows:
1. General: RPR is ENGINEER's agent at the Site, will act as directed by and under the supervision
of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in
matters pertaining to the Contractor's work in progress shall in general be with ENGINEER and
Contractor, keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only
be through or with the full knowledge and approval of Contractor. RPR shall generally
communicate with OWNER with the knowledge of and under the direction of ENGINEER.
2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and
schedule of values prepared by Contractor and consult with ENGINEER concerning acceptability.
3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences,
progress meetings, job conferences and other project-related meetings, and prepare and circulate
copies of minutes thereof.
4. Liaison:
a. Serve as ENGINEER's liaison with Contractor, working principally through Contractor's
superintendent and assist in understanding the intent of the Contract Documents.
b. Assist ENGINEER in serving as OWNER's liaison with Contractor when Contractor's
operations affect OWNER's on-Site operations.
Page I of 4 Pages
(Exhibit D - Resident Project Representative)
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c. Assist in obtaining from OWNER additional details or information, when required for proper
execution of the Work.
5. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations
of the Contract Documents are needed and transmit to Contractor clarifications and interpretations
as issued by ENGINEER.
6. Shop Drawings and Samples:
a. Record date of receipt of Samples and approved Shop Drawings.
b. Receive Samples which are furnished at the Site by Contractor, and notify ENGINEER of
availability of Samples for examination.
c. Advise ENGINEER and Contractor of the commencement of any portion of the Work requiring
a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been
approved by ENGINEER.
7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or
Specifications and report with RPR's recommendations to ENGINEER. Transmit to Contractor in
writing decisions as issued by ENGINEER.
8. Review of Work and Rejection of Defective Work:
a. Conduct on-Site observations of Contractor's work in progress to assist ENGINEER in
determining if the Work is in general proceeding in accordance with the Contract Documents.
b. Report to ENGINEER whenever RPR believes that any part of Contractor's work in progress
will not produce a completed Project that conforms generally to the Contract Documents or will
prejudice the integrity of the design concept of the completed Project as a functioning whole as
indicated in the Contract Documents, or has been damaged, or does not meet the requirements
of any inspection, test or approval required to be made; and advise ENGINEER of that part of
work in progress that RPR believes should be corrected or rejected or should be uncovered for
observation, or requires special testing, inspection or approval.
9. Inspections, Tests, and System Startups:
a. Consult with ENGINEER in advance of scheduled major inspections, tests, and systems startups
of important phases of the Work.
b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are
conducted in the presence of appropriate OWNER's personnel, and that Contractor maintains
adequate records thereof.
c. Observe, record, and report to ENGINEER appropriate details relative to the test procedures
and systems startups.
d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the
Project, record the results of these inspections, and report to ENGINEER.
10. Records:
a. Maintain orderly files for correspondence, reports of job conferences, reproductions of original
Contract Documents including all Change Orders, Field Orders, Work Change Directives,
Addenda, additional Drawings issued subsequent to the execution of the Contract,
ENGINEER's clarifications and interpretations of the Contract Documents, progress reports,
Shop Drawing and Sample submittals received from and delivered to Contractor, and other
Project related documents.
Page 2 of 4 Pages
(Exhibit D - Resident Project Representative)
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b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site,
weather conditions, data relative to questions of Change Orders, Field Orders, Work Change
Directives, or changed conditions, Site visitors, daily activities, decisions, observations in
general, and specific observations in more detail as in the case of observing test procedures;
and send copies to ENGINEER.
c. Record names, addresses and telephone numbers of all Contractors, subcontractors, and major
suppliers of materials and equipment.
d. Maintain records for use in preparing Project documentation.
e. Upon completion of the Work, furnish original set of all RPR Project documentation to
ENGINEER.
11. Reports:
a. Furnish to ENGINEER periodic reports as required of progress of the Work and of
Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample
submittals.
b. Draft and recommend to ENGINEER proposed Change Orders, Work Change Directives, and
Field Orders. Obtain backup material from Contractor.
c. Furnish to ENGINEER and OWNER copies of all inspection, test, and system startup reports.
d. Report immediately to ENGINEER the occurrence of any Site accidents, any Hazardous
Environmental Conditions, emergencies, or acts of God endangering the Work, and property
damaged by fire or other causes.
12. Payment Requests: Review Applications for Payment with Contractor for compliance with the
established procedure for their submission and forward with recommendations to ENGINEER,
noting particularly the relationship of the payment requested to the schedule of values, Work
completed, and materials and equipment delivered at the Site but not incorporated in the Work.
13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that
materials and equipment certificates, operation and maintenance manuals and other data required by
the Specifications to be assembled and furnished by Contractor are applicable to the items actually
installed and in accordance with the Contract Documents, and have these documents delivered to
ENGINEER for review and forwarding to OWNER prior to payment for that part of the Work.
14. Completion:
a. Before ENGINEER issues a Certificate of Substantial Completion, submit to Contractor a list of
observed items requiring completion or correction.
b. Observe whether Contractor has arranged for inspections required by Laws and Regulations,
including but not limited to those to be performed by public agencies having jurisdiction over
the Work.
c. Participate in a final inspection in the company of ENGINEER, OWNER, and Contractor and
prepare a fmallist of items to be completed or corrected.
d. Observe whether all items on fmal list have been completed or corrected and make
recommendations to ENGINEER concerning acceptance and issuance of the Notice of
Acceptability of the Work.
D. Resident Project Representative shall not:
Page 3 of 4 Pages
(Exhibit D - Resident Project Representative)
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1. Authorize any deviation from the Contract Documents or substitution of materials or equipment
(including "or-equal" items).
2. Exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract Documents.
3. Undertake any of the responsibilities of Contractor, subcontractors, suppliers, or Contractor's
superintendent.
4. Advise on, issue directions relative to or assume control over any aspect of the means, methods,
techniques, sequences or procedures of Contractor's work unless such advice or directions are
specifically required by the Contract Documents.
5. Advise on, issue directions regarding, or assume control over safety precautions and programs in
connection with the activities or operations of OWNER or Contractor.
6. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as
specifically authorized by ENGINEER.
7. Accept Shop Drawing or Sample submittals from anyone other than Contractor.
8. Authorize OWNER to occupy the Project in whole or in part.
Page 4 of 4 Pages
(Exhibit D - Resident Project Representative)
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This is EXHIBIT E, consisting of 2 pages, referred to in
and part of the Agreement between OWNER and
ENGINEER for Professional Services dated
1'u1~ (~ ,~.
Initial :
OWNER Gl-rtI.
ENGINEER ~
NOTICE OF ACCEPTABILITY OF WORK
PROJECT:
OWNER:
OWNER's Construction Contract Identification:
EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT:
CONSTRUCTION CONTRACT DATE:
ENGINEER:
To:
OWNER
And To:
CONTRACTOR
The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work
furnished and performed by CONTRACTOR under the above Contract is acceptable, expressly subject to the
provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof.
By:
Title:
Dated:
Page I of 2 Pages
(Exhibit E - Notice of Acceptability of Work)
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(Reverse side of Notice)
CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK
The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the
following terms and conditions to which all persons who receive said Notice and rely thereon agree:
I. Said Notice is given with the skill and care ordinarily used by members of the engineering profession
practicing under similar conditions at the same time and in the same locality.
2. Said Notice reflects and is an expression of the professional judgment of ENGINEER.
3. Said Notice is given as to the best of ENGINEER's knowledge, information, and belief as of the date hereof.
4. Said Notice is based entirely on and expressly limited by the scope of services ENGINEER has been
employed by OWNER to perform or furnish during construction of the Project (including observation of the
CONTRACTOR's work) under ENGINEER's Agreement with OWNER and under the Construction
Contract referenced on the reverse hereof, and applies only to facts that are within ENGINEER's knowledge
or could reasonably have been ascertained by ENGINEER as a result of carrying out the responsibilities
specifically assigned to ENGINEER under ENGINEER's Agreement with OWNER and the Construction
Contract referenced on the reverse hereof.
5. Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the Construction
Contract referenced on the reverse hereof nor an assumption of responsibility for any failure of
CONTRACTOR to furnish and perform the Work thereunder in accordance with the Contract Documents.
Page 2 of 2 Pages
(Exhibit E - Notice of Acceptability of Work)
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This is EXHIBIT F, consisting of 1 page, referred to in and
part of the Agreement between OWNER and ENGINEER
l~q~of~sional Services dated~ fg ,
/.'\.11 ( Initial:
OWNER~
ENGINEER ~
Construction Cost Limit
Paragraph 5.02 of the Agreement is amended and supplemented to include the following agreement of the
parties:
F5.02 Designing to Construction Cost Limit-NOT INCLUDED
Page 1 of 1 Page
(Exhibit F - Construction Cost Limit)
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This is EXHIBIT G, consisting of 2 pages, referred to in
and part of the Agreement between OWNER and
E GINEER for Professional Services dated
,~.
..A\ Initial:
OWNER ~{~
ENGINEER ~
Insurance
Paragraph 6.05 of the Agreement is amended and supplemented to include the following agreement of the
parties.
G6.05 Insurance
A. The limits of liability for the insurance required by paragraph 6.05.A and 6.05.B of the Agreement are
as follows:
1. By ENGINEER:
a. Workers' Compensation:
Statutory
b. Employer's Liability --
1) Each Accident:
2) Disease, Policy Limit:
3) Disease, Each Employee:
$1.000.000
$1.000.000
$1.000.000
c. General Liability --
1) Each Occurrence (Bodily Injury and
Property Damage):
2) General Aggregate:
$1.000.000
$1.000.000
d. Excess or Umbrella Liability --
1) Each Occurrence:
2) General Aggregate:
$1.000.000
$1.000.000
e. Automobile Liability --
1) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident
$1.000.000
f. Other (specify):
Architects & Engineers Professional Liability
"Claims Made"
$1.000.000
Page 1 of 1 Page
(Exhibit G - Insurance)
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This is EXHIBIT H, consisting of 1 page, referred to in and
part of the Agreement between OWNER aytd ENGINEER
for Professional Services dated./]MtlJ I ~ ,
-lq~~ . -----u-
~\ Initial:
OWNER ~'6
ENGINEER ~
Dispute Resolution
Paragraph 6.09 of the Agreement is amended and supplemented to include the following agreement of the
parties:
H6.09 Dispute Resolution
A. The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to
this agreement promptly by negotiation between senior executives of the parties who have authority to settle the
controversy.
The disputing party shall give the other party written notice of the dispute. Within ten days after receipt of said
notice, the receiving party shall submit to the other a written response. The notice and response shall include (a)
a statement of each party's position and a summary of the evidence and arguments supporting its position, and
(b) the name and title of the executive who will represent that party. The executives shall meet at a mutually
acceptable time and place within twenty days of the date of the disputing party's notice and thereafter as often as
they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute.
If the controversy or claim has not been resolved within thirty days of the meeting of the senior executives, the
parties shall endeavor to settle the dispute by mediation under the Construction Industry Mediation Rules of the
American Arbitration Association.
If the matter has not been resolved pursuant to the aforesaid mediation procedure within ninety days of the
commencement of such procedure, (which period may be extended by mutual agreement), or if either party will
not participate in such procedure, the controversy shall be settled by arbitration in accordance with "American
Arbitration Association Construction Industry Arbitration Rules" by a sole arbitrator. The arbitration shall be
governed by the United States Arbitration Act, 9 U.S.C. & 1-16, and judgment upon the award rendered by the
Arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be Harris
County. The arbitrator is not empowered to award damages in excess of actual damages, including punitive
damages.
Page 1 of 1 Page
(Exhibit H - Dispute Resolution)
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This is EXHIBIT I, consisting of I page, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Servlees dared ~ I ~ ,
~.
Initial :
OWNER ~
ENGINEER ~
Allocation of Risks
Paragraph 6.11 of the Agreement is amended and supplemented to include the following agreement of the
parties:
16.1l.B Limitation of ENGINEER's Liability
1. ENGINEER's Liability Limited to Amount of ENGINEER's CompensatiOlI. To the fullest extent
permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the
aggregate, of ENGINEER and ENGINEER's officers, directors, partners, employees, agents, and
ENGINEER's Consultants, and any of them, to OWNER and anyone claiming by, through, or under
OWNER for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from or in
any way related to the Project or the Agreement from any cause or causes, including but not limited to the
negligence, professional errors or omissions, strict liability or breach of contract, or warranty express or
implied of ENGINEER or ENGINEER's officers, directors, partners, employees, agents, or ENGINEER's
Consultants, or any of them, shall not exceed the total compensation received by ENGINEER under this
Agreement.
2. Exclusion of Special, Incidental, Indirect and COIlsequelltial Damages. To the fullest extent permitted
by law, and not withstanding any other provision in the Agreement, ENGINEER and ENGINEER's
officers, directors, partners, employees, agents, and ENGINEER's Consultants shall not be liable to
OWNER or anyone claiming by, through, or under OWNER for any special, incidental, indirect, or
consequential damages whatsoever arising out of, resulting from, or in any way related to the Project or
the Agreement from any cause or causes, including but not limited to any such damages caused by the
negligence, professional errors or omissions, strict liability or breach of contract, or warranty express or
implied of ENGINEER or ENGINEER's officers, directors, partners, employees, agents, or ENGINEER's
Consultants, or any of them.
Page I of I Page
(Exhibit 1- Allocation of Risks)
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This is EXHIBIT J, consisting of 'I page, referred to in and
part of the Agreement between OWNER d ENGINEER
for Itofessional Services dated
1C1q~ .
Initial :
OWNER _~
ENGINEER ~
Special Provisions
Paragraph C4.02 of the Agreement is amended to include the following agreement(s) of the parties:
The fee associated with Resident Project Representative Services is based on a construction duration of 7
months (34 weeks). The total fee is $68,850.
Proiect Reoresentative:
20 hrs/wk x $85/hr x 34 wks = $57,800
Mileal!e:
200 miles/trip x 5 trips/wk x 34 wks x $0.325/mile = $11,050
Total:
($57,800 + $11,050) = $68,850
Page 1 of 1 Page
(Exhibit J- Special Provisions)