HomeMy WebLinkAboutRES.926.05-02-1994 . '
BILL NO. 94-103 RESOLUTION NO. �1���'
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH HORNER & SHIFRIN,
INC. FOR PROFESSIONAL SERVICES FOR SEWER,
WATER AND TRAFFIC STUDIES
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,
MISSOURI, AS FOLLOWS:
ARTICLE 1. The City Manager, for and on behalf of the City of
Cape Girardeau, Missouri, is hereby authorized to execute an
Agreement with Horner & Shifrin, Inc. for professional services for
sewer, water and traffic studies. This authorization is contingent
upon receipt by the City from Boyd Missouri, Inc. of sufficient
funds to pay all costs attributable to the City under this
Contract. A copy of said agreement is attached to this Resolution
and made a part hereof.
PASSED AND ADOPTED THIS �^��� DAY OF A�. , 19�_.
i 1
�
A. . Spradling, III, or
ATTEST:
L { �/� �,/
��.�� � �(_.G��/�rXUC
Gayl� L. Conrad
Deputy City Clerk
AN AGREEMENT BETWEEN
THE CITY OF CAPE GIRARDEAU
AND
HORNER & SHIFRIN, INC.
FOR
PROFESSIONAL SERVICES
FOR
SEWER, WATER AND TR.AFFIC STUDIES
APRIL 27, 1994
TABLE OF CONTENTS
IDENTIFICATION OF THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DFSCRIPTION OF THE PROJEC'I' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1 - GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Standard ofCare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Coordination with Other pocuments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
13 Defin'itions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECI'ION 2 - BASIC SERVICFS OF ENGINEER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Study and ReportPhase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Preliminary Design Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
23 Final Design Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.4 Biddi.ng or Negotiating Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2S Construction Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.6 OperationalPhase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3 -ADDI'I'IONAL SERVICES OF ENGINEER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.1 Additional Services Requiring Authorization in Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2 Required Additional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SEC'I'ION 4 - OWNER'S RESPONSIBII,I'I'IES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5 - TIMES FOR RENDERING SERVICFS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 6 - PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSFS . . . . . . . 12
6.1 Methods of Payment for Services and Expenses of Engineer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.2 Other Provisions Concerning Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SEC'I'ION 7 - OPIlVIONS OF COST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.1 Opinions of Probable Construction Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.2 Designing to Construction Cost Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
73 Opinions of Total Projed Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECI'ION S - GENERAL CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ].3
8.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.2 Reuse of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
83 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.4 Controlling Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8S Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.6 Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.7 Allocadon of Risks - Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.9 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECT'ION 9 - E7{�IIBI'I'S AND SPECIAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
AGREEMENT
THIS IS AN AGREEMENT made as of A.pri127, 1994 between the City of Cape Girardeau,
Missouri, hereafter refened to as the "OWNER" and Horner & Shifrin, Inc., hereafter referred
to as the "ENGINEER". OWNER intends to employ the ENGINEER to perform impact
studies of the City's water system, sewage system, and streets and traffic system. the studies will
evaluate the impact resulting from the development of an excursion riverboat gambling casino
and entertainment complex proposed by Boyd Gaming Corporation and recommend
improvements to alleviate the impacts resulting from said project (the "Project").
OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of
the performance or furnishing of professional engineering services by ENGINEER with respect
to the Project and the payment for those services by OWNER as set forth below. Execution of
this Agreement by ENGINEER and OWNER constitutes OWNER's written authorization to
ENGINEER to proceed on the date first above written with the first phase of the Basic Services
described in Section 2 below and as further set forth in Exhibit A, "Further Description of Basic
Engineering Services and Related Matters" ("Exhibit A") and in the other exhibits listed in
Section 9 below. This Agreement will become effective on the date first above written.
Page 1 of 16 pages
SECTION 1—GENERAL 1.33. Basrc Sen•ices. Basic Services means the services
to be performed for or furnished to O���iER b�• E\GI-
\EER described in Section � of this �oreement.
1.1. Standard of Care. . �
1.3.4. Consrrucrio» Cost. Construction Cost means the
ENGINEER shall perform for or furnish to O�V�IER total cost to O`VNER of those portions of the entire
professional enQineerin�and related services in all phases Project desiUned or specified bv E�'GINEER. Construc-
of the Project to which this AQreemen; applies as herein- tion Cost does not include ENGII�'EER's compensation
after provided. ENGINEER shall serve as OV�rER's and expenses. the cost oi land. riohts-of-��-av. or comoen-
prime desion professional and en�ineerins representative sa[ion for or damaQes to propenies. or O«'\'ER's leQal.
for the Project providino professional en�ineerinQ consul- accountin�, insurance counselin� or auditino ser��ices. or
tation and advice with respect thereto. ENGINEER mav interest and financins charees incurred in connection with
employ such ENGINEER's Consultants as ENGINEER the Projecc or the cost of other sen�ices to be pro��ided bv
deems necessary to assist in the penormance or furnishing others to OWIvER pursuant to Section -1 of [his A�ree-
of professional en�ineerin� and related sen�ices hereun- ment. Construction Cost is one of the items comprisino
der. E\TGINEER shall not be required to employ an}� Total Project C�sts.
ENGINEER's Consultant unaccepeable to ENGI\EER.
1.�.�. Ca�rrncror. Contractor means the person or entit�•
The standard of care for all professional en�ineerinv and ��'��h ���hom O��T`ER enters into a �ti�ritten aoreement
related ser�•ices performed or furnished h�� E\`GI\TEER co��erin;construction �t�orl: to be periormed or furnished
under this .�sreement«�ill be the care and skill ordinarilv «�ith respect to the Projec�.
used bv members of ENGINEER's profession practicin�
under similar conditions at the same time and in the same 1.�.6. E.��GI;�'EER's Cvnscclrnnr. ENGI\EER's Con-
localitt�. ENGINEER makes no �t•arranties. ezpress or sultant means a person or entit�� ha��inQ a contract ���ith
impiied. under this Asreement or othent•isz. in connec- E�GI�EER to perform or furnish Basic or �.dditional
tion with E\'GINEER's ser��ices. Szn•ices as E1GI\EER's independent pro�essional asso-
ciate or consultant engaQed directiv on the Project.
1.'_. Coordination �tiith Other pocuments. l.�.,. Reii�rnirrsnn(c E.rpen.ses. Reimbursahle E�penses
m�ans the e�oens�s incurred directl�� in connection �t•i�h
It is tie intention of the parties that the Standard Gznz;al the performance or furnishinR oF Basic and Additiona!
Conditions��ill be used as the General Conuitions for the Sen�ices for the Project for «�hich O��'�'ER shall pa}�
Project and that all amendmen[s thereof and suppl�men[s E�GI\EER as indicated in Exhibit B. "Pavmenes to
thereto �t•ill be Qenerall�� consistent there���ith. Except as EnRineer 2'or Sen�ices and Reimbursable Ezpenses��("Ex-
othenL�ise defined herein. the terms �t-hich have an initial hibit B'").
capita! letter in this .�ereement and are defined in the
Standard General Condicions ��•ill be used in this .��ree- 13.5. Resi�le�rr Project Rrprese�tmrii�r. Resident Project
ment as defined in the Standard General Conditions. The Repr�scntaci��e means the authorized representative oi
te:m"cfefective"�ti•ill be used in this�areemen�as denned L�GI\EER�t�ho w�ill be assianed to assist ENGItiEER
in [he Standard General Condi[ions.� at tl�: si[e durina the Construction Phase. The Rzsident
Project Representati��e ���ill be E\GI\EER's aQen� or
emplo��ee and under E�GI\EER's supervision. �s used
1.3. Definitions. herein.the term Resident Project Representative includes
' anv assis�ancs of Resident Project Representative asreed
�Vherever used in this Aareement the follo�vinQ tcrms to b�� O��'�+ER. The duties and responsibilities of the
ha��e the meanin�s indicated��hich are appiicahle to bo�h Resident Proiect Represen[a[ive are set fonh in Exhibi�
the sinoular and piural thercof: C. "Duties. R�sponsibilities and Limitations of Authorit��
of Resident Proiect Repses�.ntati��e" ("Exhibit C").
13.1. Addirionnl Sen•ices_ Additional Services means
the services to be performed for or furnished to O'�':�'ER 1.�.9. Srcrndurd Genernl Condrrions. Standard General
b�� E\GI\EER described in Seciion 3 0[ this .�sree- Conditions means chz Standard General Conditions of
ment. the Construction Contract(\o. 1910�5) (1990 Edi�ion)of
. t�� En�inee� Joint Concract Documencs Commitcze.
1�.�. A;reenienr. �Rreement m�ans thit Stanciard rorrn
of ��re�:nenc bet�reen OW�'ER and E`:GI\C�R for i3.10. Tru�r! Prn�rcr �'asrs. Tuta! Project Costs means
Professional Sen•iczs incluclin_ �hosc 2SIlibIIS liscecl in the sum of the Cunstructiun Cost. allo«�ances for contin-
Section 9 of:his A�reement. �znci�,. the total costs ol d�si�n prof�ssional and related
Pa:s� � aC 1 h pa�_cs
services pro�•ided hv EVGI�TEER and (on the basis of �.1.6. Furnish the Report to and re��ie���it«•ich O��'�ER.
information furnished by O�'�TER) allo���ances for such
other items as charges of all other professionals and �.1.7. Re��ise the Report in response to O�VNER's
consultants, for the cost of land and rights-of-�vay, for comments. as appropriate, and furnish final copies of the
compensation for or damages to properties, for interest Reporc in the number set fonh in Exhibit A.
and financin� charoes and for other sen�ices to be pro-
vided b��others to OWNER under paraoraphs 4.4,4.�and �'•1.8. Submic the Report within the stipulated period
4.7 throuah 4.14. inclusive. indicated in Exhibit A.
�.1.9. E?�GII��ER's sen�ices under the Stud�• and Re-
port Phase will be consider�d comolete at the earlier of
SECTIO\� 2—BASIC SERVICES OF E�GI�IEER (1) the date when the Report has been accep�ed by
O�VNER or (2) thirt�� da�•s after the date ���hen sucn
Report is delivered to O��'��ER for final acceptance.plus
2.1. Study and Report Phase. in each case such additional time as ma�� be considered
rzasonable for obtainins aoproval of sovernmental au-
lipon this AQreement becoming effecti��e. EtiGINEER thorities havino jurisdiction to review the portions of the
shall: Project desioned or specified bv E\TGINEER. if such
appro��al is to be obtainzd durin� [he Stud�� and Repon
�.1.1. Consult «�ith O�NER to understand O�NER�s Phase.
requirements for the Project and re�•ie��� a��ailable data.
The duties and responsibilicies of ENGI\EER durins the
'_.1.?. Advise OW;�IER as to the necessitv of OV�^1ER's Stud�•and Report Phase as sec forth in this para�raph ?.1
providins or obtainin� from others da�a or services of the are amended and suppl�mented as indica�ed in Eshibic A.
tvpes described in paraaraph -l.1 ���hich are not part of
ENGINEER's Basic Services. and assis[ OWNER in � �, preliminan• Desi�n Phase.
obtainin�� such data and sen�ices. '
.-�fter acceptance h�� O«'�ER of the Report. selection b��
?.1.3. Identif��and anal�•ze requiremen�s of oovernmen- O�t'�ER of a recommended solution and indication of
tal authorities havinQ jurisdiction to appro��e the portions an��specific modifica�ions or cnanoes in the scopz.estent.
of the Project desianed or specified h� E�GINEER «�ith character or desiRn requir�ments oC the Project desired b��
���hom consultation is[o be u�dertak�n in connection wi[h O��`�'ER.and upon��•ritten authorization from O«�ER.
the Project. E\GI\EER shall:
�.1.�. Evaluate ��arious alternate solutions a��ailable to �.�.1. On the basis of the Report. the recommended
OWVER as described in Exhibi� �.. and. after consulta- solucion selected b�� 0�1'\ER and the specific modifica-
tion«�ith O���ner.recommend to O��'�ER those solucions tions or changes in the scope. extent. character or desi�n .
�t�hich in E\GI�'EER's jud�ment best meet O��•'1ER's reauirements of the Proiect a�reed upon b�'O«�ER and
requirements for the Project. E�GI�EER. prepare Preliminan• Desion documen�s
consistina of final desion c�ceria. preliminar�- dra��•inss.
2.1.�. Prepare a report (the "Report") n�hich ���il! con- outline sp:ci6cations and��Ti�ten descripcions of the Projecc.
tain the statement of OW\'ER's requiremencs for the
Project and, as appropriate. ���ill con[ain schema[ic la��- ?.�.?, .�,d��ise O«'�ER if addi[ional reports. da�a or
outs, sketches and conceptual desion criteria �t�ith appro- other information or sen�ic�s of the t�•p�s described in
priate e�hibi[s to indicate the considerations involved and parasraph '..1 are necessan• and assist O��`�ER in ob-
those alternate solutions available to O�t;NER «�hicn tainin� such reports. da[a or other information and ser-
E�GI\EER recommends.Tnis Report�rill be accompa- ��ices. ' �
nied b�� E\GINEER's opinion of Totai Project Cos[s for
each solution which is so recommended for the Project. ��.3. Based on the information contained in the Pre-
includins the follow�inQ«�hich��711 be separately itemized: liminan� Desi�n documen�. submit a re��ised opinion of
opinion of probable Construction Cost. allo��•ances Cor probable Construction Cost and am�adjustments to Total
contin�encies and for the esiimated to[al costs of desisn Project Costs kno�t•n to E\GI?�'EER. ���hich ��ill b�
professional and related sen•ices pro��id�d bv E�'GI- i[�mized as pro��ided in para�raph '_.1�.
\EER and, on th� basis of inforrnation furnished b��
O�VI�ER. allo«•ances for other it�ms ar.d sen�ices in- �.'_.'.. Furnish the Preliminan�Desi�n documents to ard
duded ���iti�in the dctinition oi Totaf Project Costs. re��ie��' them ��'ith O��'�ER.
Pa�e 3 of lh pa�es
?.2.�. Submit the Preliminarv Desi�n documencs and ?..i.�. Prepare for re��ie�v and approval by OW\TER. its
revised opinion of probable Construction Cost �vithin the le�al counsel and other advisors, contract aQreement
stipulated period indicated in E.zhibit �.. forms. �eneral conditions and supplementar�• conditions.
and (���here appropriate) bid forms, in��tations to bid and
?.�'.6. ENGI\TEER's sen•ices under the Preliminary instructions to bidders (all of «•hich wrill be aenerall}�
Desi;n Phase will be considered complete at the earlier of consistent in form and substance with the forms and
(1) the date �vhen the Preliminar�� DesiQn documents pertinent Quide sheecs prepared bt� the En�ineers Joint
have been accepted by O�VI�TER or (2) thirt}• da}�s after Contract Documenu Committee), and assist in the prep-
the date �z�hen such Preliminar}' Desian documents are ara�ion of o[her reIated documents.
delivered to O�VNER for final acceptance. plus in each
case such additional time as may be considzred reason- 2.3.�. Furnish the abo��e documen�s, Dra�vinas and
able for obtainino approval of aovernmental authori�ies Specifications to and revie��- them with O«'NER.
havin� jurisdiction to approve�the Preliminarv DesiQn
documentation. if such approval is to be obtained durin� �-�•6. Submit the above documents. Dra��•inos and
the Preliminarv Desion Phase. Soecifications and a re�°ised opinion of probable Con-
� � struction Cost �rithin the stipulated period indicated in
The duties and responsibilities of ENGII`rEER durinJ the Exhibi[ A.
Preliminarv Desian Phase as set forth in this parasraph
�.� are amended and supplemenced as indicaced in Ex- �'��� E�GI�'EER's ser��ices under the Final DesiQn
hibit A. Phase��'ill be considered complete at the earlier of(1) the
da[e�t�nen the submittals have been accepted by O«'\ER
or (2) thirtv davs after the date when such submittals are
'3. Final Desi�n Phase. deli��ered to O��ER for finaf accep�ance. pius in each
case such additional time as mav b� considered reason-
.-�fter accep�ance b�� O«'�ER of the Prelimician• DesiQn able for obtainin� appro�•al of �o��ernmental authorities
Phase documents and re��ised opinion of probable Con- ha�•ino junsdiction to approve the por�ions of the Project
struction Cost and indication of an��specitic modifications desi�ned or specified bv ENGI\EER. if such approval is
or chan�es in the scope. eztent. charactzr or desisn to be obtained durinR the Final Desian Phase.
requirem�ncs of the Project dzsired b�• 0��1ER. and
upon �vritten authorization from O«'�ER. E�GI�EER The duties and responsibilities of E`GItiEER durinR the
snall: Final Dzsign Phase as set forth in this paraQraph ?.3 are
amended and supplemented as indica[ed in Exhibit A.
�.3.1. On the basis of tne accepted Preliminan� DzsiQn
documents. [he modifications or chan�es in the scope. �
e�tent, character or desi�n requirements ot the Project -•�• B�ddin� or \eaotiating Phase.
asreed upon b�� OW�+'ER and E�GI�EER and the ,.�nzr acceptance b�� O�«'ER of the E�GINEER's
revised opinion of probable Construction Cost, prepare Dra���inss. Specifications and other Final Desi�n Pi�ase
for incorporation in the Con[ract Documents final Dra�r- documentation (includins the most recent ooinion 'of
inas shoµ•ins the scope. extent and character of the «�ork probable Construction Cost). and upon �rritten authori- �
to be periormed and furnished b�� Contractor and Speci- Za�ion to proceed. E\GI\EER shall:
fications (�t�hicn ���ill be prepared. �rhere aopropriate. in
�eneral conformance «�ith the si�tezn di��ision format of �.�.1. Assist O�Vv'ER in advertisins for and ob[ainino
the Construction Specifications Institute). bids or nesotiatins proposals for the contract for con-
struction, materials. equipment and sen•ices: and. �rhere
?3?. Pro�•ide technical criteria.�rrittzn d�sc;iptions and aopficable. maintain a record of prospecti��e bidden to
desion data for O«'?�ER's use in filin� anplications for ��hom Biddin� Documents ha�•e been issued, attend
permits�t�ith or obtainina appro��als of sucn�c��ernmencal pre-bid conferences. iF �n��. and recei��e and process
autnorities as ha�•e jurisdiction to re��iew or appro��e th� deposiu for Biddino Documents.
final desian of the Project. and assist O�V1ER in consul- `
tations �cich appropriate authori[ies. 2.-�.?. Issue Addenda as appropriate to clarifi: correct
or chan�e the Biddin� Documents.
'_.�.3. Ad�ise O�i'�iER of anv adjustments to the opin- �
ion of probabie Consuuction Cost and an�•adjustments to �.�.3. Consult ���ith O��^;ER as to the acceptabilin� of
To�al Pro�ect Costs kno��n to E\GI\TEER, itemized us subcontractors. suppliers and other persons and enti[izs
providzd in paras;aoh '_.1.�. as a resull oi chan_=�s in proposed b}� Contractor('or [hose portions of the ���ork as
s.ope. estent or charactzr or desi�n requirzments of the to ���hicn �uch acceptnbilic}� is required b�� the Biddin�
Projece. Documents.
. Pase -� ui lfi pa�Tcs
2.4.4. Attend the bid openinQ. prepare bid tabulation of the work in pro�ress. or to involve detailed inspec-
sheets and assist OWN�ER in evaluatino bids or proposals tions of the work bevond the responsibilities specincall��
and in assemblin� and awardin� contracts for construc- assiQned to ENGII�TEER in this A�reement and the
tion, materials, equipment and services. Contract Documents, but rather are to be limi[ed to
spot checl:ing, selective samplin� and similar methods
2.4.�. The Biddin;or Ne;otiatin� Phase will terminate of general observation of the work based on ENGI-
and the services to be performed or furnished thereunder �ER's exercise of professional judgment as assisted
will be considered complete upon commencement of the by the Resident Project Representative. Based on
Construction Phase or upon cessation of neaotiations information ob[ained durins such visiu and such obser-
�rich prospective Contractors(except as ma��othenvise be vations. ENGIi`rEER shall endeavor to determine in
required [o complete the services called for in para�raph veneral if such work is proceedino in accordance �vith
E7�.�, if Exhibit E is a part of this A�reement). the Contract Documenu and ENGINEER shall keep
The duties and responsibilities oi tNGINEER during the OWI�TER informed of the proQress of the work. The
Biddin; or NeQotiating Phase as set forth in this para- responsibilities of EhGINEER contained in this para-
Qraph are expressly subject to the limitations set forth in
�-raph 2.4 are amended an,d suppiemented as indicated in o
Exhibit A. paragraph 2.5.2.2 and other e�press or general limi[a-
tions in ;his Aareement and else�vhere.
2�. Construction Phase. ''a.?.2. The purpose oi EvGI\TEER's visi�s to and
representation by the Resident Project Representative
DurinQ the Construction Phase: at the site wili be to enable ENGINEER to better cam•
?.�.1. General Adnti�iistrntion of Consrructiar Conrracr. out the duties and responsibilities assioned to and
E\iGINEER shail consult�vith and advise O��'ER and undenaken by ENGINEER durin� the Construction
act as OWi�TER's representative as provided in the Stan- Phase. and, in addi�ion. by the exercise of E\`GI-
dard General Conditions. "Fhe extent and limitations of �ER's efforts as an experienced and qualified desion
the duties. responsibilities and authoritv of ENGINEER professional. to pro��ide for OWNER a �reater degree
as assisned in said Standard General Conditions shall not of confidence that the completed work of Contractor
be modified. except to the extent provided in Ethibit .�. �vill conform in general to [he Contract Documents and
and except as Ei`'GINEER mav other�vise aoree in that the inte�ritv of the desi�n concept of the completed
writino. All of O�V�'ER's instructions to Contractor will Project as a functionins whole as indicated in_ the
be issued throuoh ENGINEER who shall have authorirv Contract Documen�s has been implement�d and pre-
to act on behalf of OWi�TER in dealinss �t�ich Contrac[or served by Contractor. On the other hand.ENGI�iEER
to the exten� provided in this A�reement and said Stan- shall not. durino such visits or as a result of such
dard General Condicions except as othenvise provided in observations of Contractor's �vorl: in proaress. super-
«•ritino. vise. direcc or have con[rol o��er Contractor's���ork nor
v shalI ENGINEER have authorit��o��er or responsibilit}•
%.5.?. Visirs to Sire and Observarion of Consrnccrion. In for the means. methods. techniques. sequences or pro-
connection wich observations of the work of Contractor cedures of construction selected b�• Contractor. for
«•hile it is in pro�ress: safetv precautions and pro�rams incident to the work of
Contractor or for an�• failure of Contractor to compl}�
?.�.2.1. ENGIIvEER shall make visi[s to the site at
w�ith la«�s. rules. resulacions. ordinances. codes or or-
intervals appropriace to the various stases of construc- ders applicable to Contractor's furnishins and perform-
tion as ENGINEER deems necessan• in order to ins the work. Accordinsl�•. Eti'GI\EER nei�her Quar-
observe as an experienced and qualified desiQr► profes- antees the periormance of am� Contractor nor assumes
sional the proaress and quality of the ��arious aspects of responsibilitv for anv Con[racror's failure to furnish and
Contractor's work.In addition.ENGINEER shall pro- perform its �vork in accordance �t�ith the Contract
vide the services of a Resident Project Representative
at the site to assist ENGINEER and to provide more Documenu.
continuous observadons of such work. The furnishin�
of such Resident Project Representative services wzll '--�a• Defecrive �Vor�:. Durin� such visits aad on the
not extend E\GINEER's responsibiliaes or authoric}� basis of such obser�•acions. E\GI�iEER shall have au-
beyond the specific limits set forth else�c�here in [his thorin�to disappro��e of or reject Concractor's�ti•ork��'nile
parasraph 25. Such visits and observa[ions bv E\GI- it is in proQress if E�GI\�ER belie�•es that such �'ork
\�EER and the Resident Project Representa[ive are noc «�ill not produce a completed Project that conforms
intended to be exhaustive or to extend to every aspect �enerall}• to the Con�ract Documen[s or that it ��'iil
Pa�e � of 16 pa�es
prejudice the intearity of the desion concept of the decisions,ENGINEER shall be fair and not show parcial-
completed Project as a functioninQ �vhole as indicated in ity to OWNER or Contractor and shall not be liable in
the Contract Documenu. connection with any decision rendered in 000d faith in
such capacity.
25.4. Clanfccaaons and Inrerprerarions; Field Orders.
ENGINEER shall issue necessary clarifications and inter- 2.�.10. Applicarions for Pavment. Based on ENGI-
pretations of the Contract Documents as appropriate to NEER's on-site observations as an experienced and qual-
the orderly completion of the work. Such clarifications ified desion professional and on review of Applications
and interpretations will be consistent with the intent of for Pavment and the accompan��in� data and schedules:
and reasonablv inlerable from the Contract Documents.
ENGI�i IEER mav issue Field Orders au[horizin� minor 2�.10.1. ENGINEER shall determine the amounts
variations from the requirements of the Contract Docu- that ENGINEER recommends Contractor be paid.
ments. Such recommendations of payment will be in writing
and a�ll constitute ENGINEER's representation to
2.5.�. Change Orders and Work Change Directives. E\`- O«'NER,based on such observations and review,that,
GINEER shall recommend ChanQe Orders and Work to the best of ENGINEER's knowledse. information
ChanQe Directives to OWNER as appropriate, and shall and belief, the �vork has proQressed to�the point indi-
prepare Change Orders and Worl: Chanae Directives as ca[ed. the qualit}� of such �vork is Qenerall�� in accor-
required. dance «�ith the Con�ract Documencs (subject to an
e��afuation of such���ork as a functionin�u�hole prior to
2.�.6. Shop Draiti�ings. ENGINEER shall revie�v and or upon Substancial Comple�ion, to the results of any
approve (or take other appropriate action in respect of) subsequent tests called for in the Con[ract Documents
Shop Drawines and Samples and other daca which Con- and to anv other qualincations stated in the recommen-
tractor is required to submit. but only for conformance da�ion), and the conditions precedent to Contractor's
�vi�h the informacion ;iven in the Contract Documents bein; en�icled to such payment appear to have been
and compatibility �•i[h the desion concept of the com- fulfilled in so far as it is ENGINEER's responsibilit}�to
pleted Project as a functionino whole as indicated in the observe the w�orl:. In the case of uni[ price work,
Con�ract Documents. Such revie��•s and appro��als or EtiGItiEER's recommendations of pa��ment �vill in-
other action �vill not extend to means. methods. tech- clude final de[erminations of quantities and classi6ca-
niques, sequences or procedures of construction or to tions of such �vori: (subject to anv subsequent adjust-
safety precautions and proQrams incident thereto. ments allo�t•ed bv the Contract Documents). The
responsibilities of ENGII�EER contained in paraaraph
2.�.7. Subsrirteres. E�1GIivEER shall evaluate and deter- �.5.10.1 are expressly subject to the limita[ions set forth
mine the acceptabili[y of substi�ute or "or-equal" materi- in parasraph 2.�.10.2 and other express or Qeneral
als and equipmen[proposed by Contractor.but subject to limitations in this Aoreement and elsewhere.
the provisions of paraQraph 3.2.?. �
�.�.10.?. B��recommendinQ an��pa��ment ENGINEER
'_5.8. Inspecr:ons and Tests. ENGINEER may require shall not thereby be deemed to have represented tha�
special inspec�ions or tests of the work, and shall recei��e on-si�e observa[ions made bv E�iGINEER to check the
and review all cenificates o[inspections,tests and approv- quality or quantity oi Con�ractor's work as ic is per-
als required by laws.rules,re�ulations.ordinances,codes, formed and furnished have been exhaustive, estended
orders or the Contract Documents.ENGIi�'EER's revie�v to every aspect of the �vork in prooress. or involved
of such certificaces will be for the purpose of determinins detailed inspections of the �vork beyond the responsi-
that the resulu cenified indicate compliance with the bilities specifically assiQned to ENGINEER in this
Contract Documents and �vill not constitute an indepen- A�-eement and the Concract Documents. Neither E�-
dent evaluation that the content or procedures of such GI\EER's revie.v of,Contraccor's work for the pur-
inspections. tesu or appro�•als compl� �vith the require- poses of recommendin��paymenu nor ENGI\`EER's
ments of the Concract Documenu. E\TGI��`EER shall be recommendation of anv payment (includin; fina] pa}�-
encitled to rely on the resul[s of such tesu. ment) will impose on E\rGINEER responsibilit�� to
su�ervise,direct or control such work or for the means.
?5.9. Disagree�nents benveert OjVNE'R and Conrracror. methods, techniques, sequences or procedures of con-
ENGINEER shall render the ini[ial decisions on all struction or safecv precautions o; programs incident
claims oi G«'�TER and Contractor relatina to the accept- thereto. or Contractor's compliance w�th laws. rules.
ability of the �t•ork or the interpretation of the require- reQulations. ordinances, codes or orders applicable to
mer.ts of the Concract Documents pertainin� to the Contractor's furnishinQ ar�d performinQ the�vork.It�vill
ezecution and progress of the �vork. In renderin� such also not impose responsibility on E�IGI�EER to make
n___ c _r ic _.._,.�
anv examination to ascertain ho�v or for�vhat purposes and will ter-r,7inate upon ���ritten recommendation b��
Contractor has used the mone��s paid on account of the EtiGINEER of final pa��menc. If the Project involves
Contract Price, or to determine that title to any of the more than one prime contract as indicated in paraoraph
work. materials or equipment has passed to OW�IER 5.5. Construction Phase services may be rendered at
free and clear of any liens, claims. security interests or different times in respec� of separate prime contracu.
encumbrances, or tha[ there mav not be other matters
at issue between OWNER and Contractor tha[ mi�ht �e duties and responsibilities of ENGIi�TEER durin�the
affect the amount that should be paid. Coristruction Phase as set forth in this para�raph ?.� are
amended and supplemented as indicated in Exhibit A.
2.5.11. Contractor's Completio» Doatments. ENGI-
NEER shall receive, revie�v and transmit to owner with ?,6. Operational Phase.
written comments maintenance and operating instruc-
tions, schedules, ouarantees. Bonds, certificates or other During the Operational Phase. ENGINEER shall. ���hen
evidence of insurance required b�� the Contract Docu- requested by O��'ER:
ments, certificates of inspection, tests and approvals, and ?.6.1. Provide assistance in connection�vith the refinin�
marked-up record documents (includin; Shop Drawinas, and adjustin� of any equipment or system. �
Samples and other data approved as provided under
para;raph ?5.6 and marked-up record Drawin�s) which 2.6.?. Assist OWNER in trainino OW�IER's staff to
are to be assembled bv Contractor in aecordance with the operate and main�ain the Project.
Contract Documents to obtain final pa}�ment. ENGI- � 6.3. Assist O�Z'�ER in de��elopins s}�stems and proce-
NEER's review of such documents will onlv be to deter-
mine oenerallv that their content complies «�i�h the re- dures for control of the ooeration and maintenance of and
quirements of.and in the case of certificates of inspections. record keepina for the Project.
tests and approvals that the results certified indicace ?.6.4. Prepare a set of reproducible record dra�vin�s
compIiance with. [he Contract Documents. showinQ record information �vhich E\GI\EER consid-
�.�.1?. S«bsta»tia! Completial. FollowinQ no[ice from ers sisnificant based on the Drawinos, Shop Drawinos.
Contractor that Contractor considers the entire work and other record documencs furnished by Contractor to
readv for i[s intended use. E�TGINEER and OWI`'ER. E�'GI\TEER ���hicn ���ere anno[a�ed bv Contraccor to
accompanied by Contractor. shall conduct an inspection sho��•all chanaes made durinR construction. E\'GINEER
to de[ermine if the�vork is substantiall��comp(ete.If after ���ill no[ be responsible for an<< errors in or omissions in
considerin� anv objec[ions of O«TER. ENGI\�EER the inforna�ion provided b�� Contraccor tha� is incorpo-
considers the work substantiall�� complete. ENGItiEER rated in the record dra�t�in�s or other record documents.
shall deliver a certificate of Substan[ial Completion to �.6.�. In compan�• �vich O�jER. �•isit the Project to
OW�1ER and Contraccor. obsen�e an�� apparent defeccs in the completed �t�ork.
?�.13. Fi�ta1 Notice of Acceprnbilin•nf the Work. E?�'GI- assist O��'tiER in consultations and discussions �t�ith
NEER shall conduct a final inspection to de[ermine if the Contraccor conceming correction of such defects. and
completed work of Con[ractor is acceptable so that make recommenda[ions as to replacement or correction
E\'GIVEER mav recommend_ in ���ricin;. final payment of defecti�•e �ti�ork.
to Contractor. Accompan}�ns the recommendation for ,, �
nnal payment.E\GI�iEER shall also pro�ride a notice in -�6.6. Pro��ide miscellaneous sen�ices as requested b�
the form attached hereto as Exhibit D (the ":�rotice of O���ER in connection �t�ith Project closeout.
�cceptabiIity of Worl:�) [hat the �vork is accep[able �.6.7. The Operationa! Phase ma�� commence durin�
(subject to the provisions of parasraph 2.�.lOZ) to the the Construction Phase and «�ill terminate one }-ear after
best of E\GI\'EER's knowledse, information and belief the date of Substantial Complecion.
and based on the extent of the services performed and
furnished bv E�IGINEER under this ,�sreement. The duties and responsibilities of E\GI\TEER during the
" ' Operational Phase as set forth in [his parasraph 2.6 are
"_'.�.ls. Linritnrion of Respatsibiliries. E\GINEER shall amendzd and supplemented as�indicated in E�hibit �..
not be responsible for the acts or omissions of an�� ' �
Contractor, or of anv subcontractor. anv supplier. or of
any other person or orsanization performinQ or furnish- SECTION �—�DDITIO�TAL SERVICES OF
in�any of the u�ork.ENGI\EER shall not be responsible E�'GI\EER
for Contractor's failure to perform or furnish the �t•ork in
accordance ���ith the Contract Documents. 3.1. additional Ser�•ices Requiring :�uthorization in
'_'�.1�. De�rariar of Cautrc�crion Phase. The Construc- �d��ance.
tion Phase �vill commence ���ith the ezecution of the If authorized in ���ri�ins b�• 0��1'ER. E\GItiEER shall
construction contract for the Project or an�• part thereof furnish or obtain from others .�ddicional Ser�'ices of the
Pase 7 of 16 pa�es
t��pes listed in paraQraphs �.1.1 throuQh 3.1.19. inclusive, 3.1.7. Preparina documenu for altemate bids requested
as amended and supplemented as indicated in Exhibit A. by OV✓NER for Contractor's �vork���hich is not executed
These services are not included as part of Basic Sen�ices or documents for out-of-sequence ���ork.
except to the extent othenvise provided in Exhibit A.
These services will be paid for bv O�VNER as indicated in 3.1.8. Undertaking investiQations and studies includinQ,
Section 6. but not limited to. detailed consideration of operations.
maintenance and overhead expenses: the preparation of
3.1.1. Preparation of applications and supponing docu- feasibility studies. cash flow and economic e��aluations.
ments (in addition to those furnished under Basic Ser- rate schedules and appraisals; assistance in obtaining
vices) for private or governmental �rants. loans or ad- financino for the Project: evaluatin� processes available
vances in connection �vith the Project: preparation or for licensin� and assistinQ OWNER in obtainin� process
revie�v of environmental assessments and impact state- licensin�: detailed quantit�� surve��s of materials, equip-
ments: review and e��aluation of the effect on the desion ment and labor: and audits or inventories required in
requirements of the Project of an�' such statements and connection with construction performed by O«'ER.
documents prepared b�� others; and assistance in obtain-
ino approvals of authorities havino jurisdiction over the 3.1.9. Furnishin� services of ENGINEER's Consultanu
anticipated environmental impact of the Project. for other than Basic Services: and furnishing data or
sen•ices of the tvpes described in parasraph :.4 when
�.1.�. Sen•ices to make measured dra�ti�in�s of or to O�'ER employs E��GINEER to provide such data or
in��estiQate e�istino conditions or facilities,or to verif��the services in lieu of furnishina the same under para�raph
accurac�� of dra��inss or other information furnished b�� -t.-�.
OW�'ER.
3.1.10. Services attributable to a��ariation in [he number
�.1.3. Services resultin�from evaluation bv E�IGI\EER of prime contracts from the number specified in Exnibit A
durinQ the Stud��and Report Phase at O«'�'ER�s request for �vork desi�ned or specified bv E\GI\TEER.
of alternative solutions in addition to those soecified in
E�hibit A. �.1.11. Ser��ices durina out-of-to���n travel required of
E�`GI\EER oeher than �•isi�s ro che site or OWNER's
�.1.1. Services resuftinQ from sisnificant chanses in the office as required b�• Section ?.
scooe. exten� or character of the portions of the Project
desisned or specified bv ENGi\EER or its desion re- .i.1.13. PreparinQ for, coordinatin����ith, participatinQ in
quirements includina. hut not limited to. chanaes in size, and respondinQ to�structured independent review pro-
complexi«�. O«�ER's scnedule. character of cons[ruo- cesses. includins. but not limited to. Cons[ruction Man-
tion or method of financin?_: and revisina pre��iousl�• agzment_ Cost Estimatin�. Projecc Peer Revie��•, Value
accepted studies, reports. Dra�t•inss. Specifications or Eneineerins and Constructabili[v Revie��� requested bv
Contract Documents���hen such revisions are required b}• O«'�ER:and performinQ or fumishine sen�ices required
chan�zs in la�vs. rules, reoulations. ordinances, codes or to re�•ise studies. reports. Dra�vings. Specifications or
orders enacced subsequent to the preparation of such Coneracc Documen�s as a resuit oi sucn re��iew processes.
studies. reports. Dra�vinss. Specifications. or Contract
Documents. or are due to an�� other causes be��on�i �.1.13. DetermininQ the accep�abilit}' of substi[ute ma-
E\GI\EER's con[rol. terials and equipment proposed durins the Biddins or
\eQo[iatin�Phase�vhen substicution prior to the a�•ard of
3.1.�. Sen-ices resulcing from facu re�•ealed about con- contracts is allo�ved bv the Biddino Documenu.
ditions:
�.l.i-'. Assistance in connec�ion«�ith bid protests.rebid-
3.1.�.1. ���hich are different from information about dins or reneQotia�ins concracts for construction.materials.
such conditions that OW:�`ER pre��iousl}� pro��ided to equipment or ser��ices. c�cept «•hen such assiscance is
E�lGI\EER under para�raph �.� and upon ���hich required to comple[e sen�ices called for in parasraph
E�GI\EER «�as entitled to rel�•: or E7?a. if Exhibit E is a part of this Asreemen[.
3.1.�.'_. as to which OW�'ER had responsibility to �.1.1�. Providina field sur��e�•s for design purposes. en-
provide information under para�rapn �l.-� if suc� infor- Qineering sun•e��s and stal:inR to enable Contractor to
m�tion ���as not pre�•iousl}� pro��ided. proce�d«�ith its«�ork.and anv t�•pe of propen}�sur�•e��s or
rela[ed zn�ineerins sen�ices needed for the transfer of
3.1.6. Pro��iciin� renderin�s or models for O«'�ER's in�erests in real propert�•_and pro��idinQ ocher special field
use. sun•e��s.
Pa_e S oC 16 paaes
�.1.16. P:eparation of operatino.maintenance and staff- cause durin; construction. (2) a sisnificant amount of
inQ manuais to supplement Basic Services under para- defecrive, ne�lec[ed or dela��ed work of Contractor. (3)
�*raph ?.6.�. acceleration of the progress schedule involvinQ sen�ices
be��ond normal�vorkin�hours,or(4) default bv Contrac-
3.1.17. Preparing to serve or sen�in� as a consultant or tor.
�vitness for OWNER in anv litioation.arbitration or other
IeQal or administrative proceedino involvinQ the Project �.�.�. Services (other than Basic Services durin� the
(except for assistance in consultations which is included as Operational Phase)in connection with an��partial utiliza-
part of Basic Services under para�-raphs 2.13 and 2.3.2). tion of anv part of the Project b}� O�V�1ER prior to ics
3.1.15. Providins more extensive sen-ices required to Substantial Completion.
enable ENGINEER to issue notices or certifications �� 6. Evaluatin� an unreasonable ciaim or an excessive
requested by OWNER under para�raph 4.12. number of claims submitted b�� Contractor or others in
3.1.19. Other additional services performed or furnished connection with the work.
bv ENGLNEER in connection with the Project,includin�
szrvices which are to be furnished by OWIv'ER under
Section 4, and services not othen�•ise provided for in this
AQreement. SECTION 4—O«NER'S RESPONSIBILITIES
Except as ocherwise provided in E�hibic .A. O��'��ER
3.?. Required Additional Services. shall do the followinQ in a timel�• manner so as not to
��'hen required by the Contract Documents in connection delav the services of E\TGINEER and shall bear aIl costs
wich the performance or furnishin� of ENGINEER's inciden[ thereto:
services durino the Construction Phase. E\GI�IEER
shall perform�or furnish. w•ichout waitina for specific �•1. Designate in ���ritinQ a person to act as O«T1ER's
authorization from OWI�'ER. Additional Services of the representative with respect to the services to be per-
t�•pes listed in paraQrapns 3.?.1 throuQh 3.?.6. inclusi��e. formed or furnished b�� E�GI\EER under this �oree-
These sen�ices are not included as part of Basic Sen�ices ment. Such person ���ill ha��e comple[e authorit�• �o vans-
escept to the e�tent providzd in E�hibit �.. Required mit instructions. recei��e information_ interpret and denne
Additional Ser�•ices ���ill be paid for by O«'1ER as O«�ER's policies and decisions ���ith respect to E\GI-
indicated in Section 6.ENGI\'EER shall advise O�'�'?�ER �EER's ser��ices for the Project. - -
in w-ri�inQ promptl�• after startino an�� such Additional
Sen•ices. -tZ. Provide all criceria and full informa�ion as to O��'�-
ER's requirements for the Project, indudins desiQn ob-
3.'_.1. Services in connection ��ith �Vork Change Direc- jeccives and constraincs. space. capacit�� and performance
ti��es and Chanae Orders to reftect chanQes requested by requiremen[s. fiexibili«� and expendabiiit��. and am� bud-
OW:`'ER if. because of the method of compensation oetar�� limitations: and furnish copies of all desi�•n and �
a�reed upon b�•OVdI�'ER and ENGINEER,the resultina construction standards ���hich OW\ER will reouire to be
chanQe in compensation for Basic Services is not com- included in the Dra�a•in�s and Specinca�ions.
mensurace �vith the exten[ of the additional sen�ices �
rendered. -�.3. Assist E�'GINEER b�� placino at EtiGI�EER's
3.2.2. Services in makins re��isions to Dra�t�inQs and disposal all a��ailable informa[ion peninenc to the Projecc
Specifications occasioned by the acceptance of substitute including pre�rious repons and an}� other data relati�•e to
macerials or equipment other than "or-equal" items: and desion or construction of the Projecc.
ser�ices after the award of the construction contract in ;�s Furnish to E`GI\EER, as requested b�• E�GI-
e�•aluatino and determinin� the acceptability of a substi- "
tution which is inappropria�e for the Project or an exces- �EER for performance of Basic Services or as required
sive number of substitutions. bv the Contract Documencs. the followino:
3?3. Serr�ces resultin�from si�nificant delavs.chanses ���'•l. data prepared b�'or ser��ices of othen.including
or orice increases occurrinQ as a direct or indirect result of ����hout limitation ezplorations and tescs of subsurface
materials. equipment or ener�v shortaaes. conditions at or contiguous to the site. dra�y'inss of
" ph��sical conditions in or rela�in� to existins surface or
3?.?. ?.dditional or estended services durins construc- subsurface structures ac or contisuous [o the site. or
tion made necessary bv(1)�rork damaQed b��fire or other hydroQraphic surve��s:
Pase 9 of 16 paoes
4.4.2. the services of an independent testinQ labora- -�.9. Provide. as ma�� be required for the Project:
tory to perform all inspections. tests and approvals of
samples. materials and equipment prior to and after -�.9.1. accountinQ. bond and financial advison-. inde-
installation, or to evaluate the performance of materi- pendent cost estimatin� and insurance counselino ser-
als, equipment and facilities of O�'�'NER. prior to �ices;
, specification. and durin� construction:
4.9�. such le�al services as OWi�1ER may require or
4.43. appropriate professional interpretations of all of ENGI��IEER may reasonably request with reQard to
the foreQoin�: le�al issues penainin� to the Project,includin�any that
- = mav be raised bv Contractor. and
�1.4.4. environmental assessments,audits.investiQations
and impact sta[ements,and other relevant environmen- '�93. such auditina services as O�Wi ER may require
tal or cultural studies as to the Project, the site and to ascertain ho�v or for �vhat purpose Contractor has
used the monevs paid on account of the Contract Price.
adjacent areas: �
4.10. Provide such insoection or monitorina services bv
4.4.�. field sun�eys for desi�n purposes and propeny, an individual or encirv other than E�+GINEER as O`VNER
boundary,easement,riaht-of-�t�a}�.topographic and utiI- mav desire to venf��:
itv survevs or data, includinQ relevant reference points: ' '
:.10.1. that Contractor is complyins���i�h an��la���.rule.
4.Y.6. propert}� descriptions: re�ula�ion. ordinance.code or order applicable to Con-
4.4.7. zonin�.deed and other land use restrictions:and tractor's pertormins and furnishing the ���ork: or
�.10.'_'. that Contractor is tai:in� all necessarv precau-
�.4.8. other special data or consultations not covered ��ons for safet�- of persons or property and compl��in�
in Section 2. ��•ith anv special pro��isions of[he Contracc Documents
applicable ro safec�•.
OWNER shall be responsibie for. and E\'GINEER ma�� '
rel�• upon, the ac�urac�- and compfeteness of all reoorts. E�GI\EER does not undercake in this Aoreement to
data and other iniormation furnished pursuant to this �zrform the ser��ices referred to in -t.10.1 and :.10.�
paraQraph. E`TGINEER ma}� use such repor�s. da�a and aho��e. The idencit�� of an�• indi��idual or en�it�� em-
information in performino or furnishin� services under plo}'ed to perform such services and the scope of such
this Agreement. sen�ices �i�ill be disclosed to E�lGI\EER.
4.�. Provide. as required by the Con[ract Documents. .;.11. Ad��ise E�GItiEER of the identit�� and scope of
ensineerin� sun�e��s and stakinQ to enable Contrac�or to sen�ices of an�� independen[ consultants emplo��ed by
proceed with the lavout of the w�ork. and other special 0���'�ER to perform or furnish sen•ices in regard to the
field survevs. Project. includin�, but not limited to. Construction Man-
aeemenc. Cost Estirnacin�. Project Peer Re��ie�c•. Value
4.6. Arranse for access to and make all provisions for En�ineerins and Constructabilit�� Re��ie«•. If O��`ER
EtiGI\EER to en�er upon public and pri��a[e propert��as desi�nates a person or enticv other than.or in addition to.
required for E\GIi�EER to perform services under this E`GINEER to represent O�;'�ER at the site.O�VNER
A�reement. shall define and set forth in an exhibit [hat �s to be
mutuallv a�reed upon and attached to and made a part of
4.7. Examine all alternate solutions. studies. repores. this �sreement before such servires be�in, the duties.
sketches. Dra��•inas. Specifications. proposals and other responsibili[ies and limi�a�ions of au[horin° of such ocher
documencs presented b�• E\GI\EER (includinR obtain- part�• and the rela�ion theraof [o [he duties. responsibili-
in� ad�•ice oi an attorne}�, insurance counselor and other ties and au[horit�• of��I\`EER.
consultants as O�'�'Ir`ER deems appropriate n-ith respect
to such examination) and render in w�-itin� decisions �.1?. Prior to the commencement of the Construction
pertaining thereto. Phase. noeifv E�GI\'EER of any �•ariations in the lan-
�uaRe of the \otice of:�ccepcabilit}� of ��'ork, or of any
4.8. Provide approvals and permits from all so��ernmen- no�ice or cettification other than such No�ice that E�'GI-
tal authorities ha��na jurisdiction to approve the portions \EER �ti�ill be requested to pro��ide to O«'1`ER or chird
of the Project ciesigned or specified b�• ENGI\'EER and panies in connection «�itl� the financin;or completion of
such approvals and consents from others as ma�• b� the Project.O�VI�ER and E\GI\EER shall reach a�ree-
necessar}� for completian of such portions of the Project. ment on tl�e icrms of an}� such requested notice or
. . Paoc 1� of lf� pa�es
certi6cation and OWNER shall authorize such Addi- �.2. If in this Aareement specific periods of time for
tional Services as are necessan�to enable ENGI\EER to renderin�services are sec forth or specific dates b�•�ti�hich
provide the no[ice or cenification requested under this services are to be completed are provided and if such
paraoraph. periods of time or daces are chan�ed through no fault of
ENGINEER, the rates and amounts of compensation
4.13. If more than one prime contract is to be awarded provided for herein sha11 be subject to equitable adjust-
for work desisned or specified by ENGINEER.desisnate men[. If OW�tER has requested changes in the scope.
a person or entity to have authority and responsibility for extent or character of the Project. the time of perfor-
coordinatin� the activities amon� the various prime con- mance of ENGINEER's sen�ices shall be adjusted equi-
tractors, and define and set forth the duties, responsibili- tabl��.
ties and limitations of authorin� of such person or encin-
and the relation thereof to the duties,responsibilities and �.3. If O`VNER fails to aive prompt «�ritten authoriza-
authority of ENGINEER in an exhibit that is to be tion to proceed with any phase of services after comple-
mutually aareed upon and attached to and made a part of tion of the immediately precedinQ phase, or if the Con-
this AQreement before such services beQin. struction Phase has not commenced within the stipulated
period identified in this Aoreement (plus such additional
4.14. Furnish to ENGINEER data or estimated fiQures time as may be required to complete the services called
as to O��'ER's anticipated costs for sen�ices to be for under paraaraph E7:'.� of Exhibit E is a part of this
provided by others for O��'ER (such as sen•ices pursu- AQreement) after completion of �he Final DesiQn Phase
ant to paraQraphs 4.4,4.� and 4.7 throuah 4.1�. inclusive) or does noc proceed in an orderlv and continuous pro-
and other cosu of the t��pes referred to in paragraph?.1.� sression. ENGI\rEER ma��. aiter sivin�seven davs' �t•rit-
so that ENGINEER may make the necessarv calculations ten notice to OWNER.suspend services under this��ree-
to develop and periodical(v adjust ENGINEER's opinion ment.
of Tocal Project Costs.
�.;. If E�IGINEER's services for desion or durino con-
�.1�. Attend the pre-bid conference, bid opening, pre- struction of the Project are dela��ed or suspended in�vhole
construction conferences.construction proeress and other or in pan b�� O��'I�ER:
job related meetinos and Substancial Completion and
hnal pa��ment inspections. �.�.1. for more than three months throush no fault of
Eti'GI\EER. E�GI�EER shall be entitled to equita-
�.16. Give prompt written notice to E�GI\EER�4•hen- ble adjustment of ra�es and amounts of compensation
ever OWI�TER obsen�es or othenvise becomes a�t•are of pro�•ided for elsewhere in tnis Agreement [o re8ect.
any de��elopment that affects the scope or time ot perfor- amona other things. reasonabie costs incurred b�• E�-
mance or furnishino of ENGI\`EER's sen•ices. or am� GI\EER in connection w�ith such delay or suspension
defect or nonconformance in E`'GI�IEER's services or in and reactivation and [he fact chat the time for perfor-
the work of anv Contractor. mance unc+er this Asreement has been revised: or
-'+.ii. Furnish. or direct ENGI\EER to pro��ide. Addi- 5.-�.2, for more than one vear through no fault of
tiona! Services as stipulated in parasraph 3.1 of this E�GI�EER. or if E�GI\EER for anv reason is
AQreement or other sen•ices as required. required to render Construction Phase services more
than one�•ear after Substan[ial Completion is acnieved.
the ra[es and amouncs oi compensation pro�•ided for
else���here in this Asreemenc wil!be subject to equitable
SECTION �—TIMES FOR RE�DERING adjustment to reftect. amonQ other things. chanses ia
SERVICES the �•arious elements that comprise sucn rates of com-
pensation. ,
�.1. ENGL\-EER's sen�ces and compensation under this - ,
AQreement have been a�reed to in anticipation of the �..�. In [he event that the work desioned or specified b�'
orderly and continuous pro�ess of the Project throush ENGI?��ER is to be performed or furnished under more
compietion of the Construc[ion Phase. Unless specific peri- than one prime concract, or if E�'GL'�tEER's services are
ods of time or speci6c dates for providins services are to be separately sequenced with the work of one or more
specified in this Agreement, E?``GTNEER's obli�ation to prime contractors (such as in the case of fast-trackins).
rend�r sen�ces hereunder �rill extend for a period �t�hich O�'1ER and E\`GINEER shall. prior to commence-
mav reasonabl}� he required for the desi�. au•ard of con- menc of the Fnal Desi�n Phase. develop a schedule for
s�ruction contracts.construction and initial operation of the performance of E\GINEER's sen�ices durins the Final
Project in�ludin�e�tra�t•ork and required extensions there[o. DesiQn. Biddin� or Nego[iatin� and Construccion Phases
� Page 11 of 16 pases
in order to sequence and coordinate properly such ser- 6.'_..3. Pavmenrs Upo�i Tennination.
vices as are applicable to the worl: under such separate
prime contracu. This schedule is to be prepared and 6'.�.1. Ternunatiat b�' OL�'NER for Coicse. In the
included in Exhibit A whether or no[the�vork under such even[ of termination by O��'ER for cause under
contracts is to proceed concurrentl��. paragraph 8.1.1:
6.2a.1.1. Upon the completion of any phase of
Basic Services, progress payments due ENGL\'EER
SECTION 6—PAYMENTS TO E?v'GINEER FOR in accordance with this Aareement for all such ser-
SERVICES AND REIytBURSABLE E?CPENSES vices performed or furnished by ENGI�YEER and
ENGINEER's Consultants throush the completion
of such phase �ti�ill constitu[e tocal pa��ment for such
6.1. �lethods of Pavment for Sertices and Expenses of services. ENGI:v-EER also will be paid for all unpaid
ENGII�'EER. Additional Services and unpaid Reimbunable Ex-
penses.
6.1.1. For Basic Services. OWNER shall pay ENGI-
NEER for Basic Services periormed or furnished under 6.23.1.?. Durin� an�� phase of the Basic Services.
Section 2 on the basis set forth in Exhibit B. ENGNEER also will be paid for such services
periormed or furnished in accordance with this Aoree-
6.1.�. For A�Idiriona! Services. O«/NER shall pa}� E�- ment by ENGINEER during that phase throuah the
GINEER for Additional Sen�ices performed or furnished date of termina�ion on the basis specified in Exhibit
under Section 3 on the basis set forth in Exhibit B. B. ENGINEER also �vill be paid for the charoes of
E`'GINEER's Consultants emplo��ed to periorm or
6.1.�. For Reintbttrsable E'.cpe�tses. In addition to pa��- furnish Basic Services to the extenc such services have
ments provided for in paraQraohs 6.1.1 and 6.1.?.O��`ER been performed or furnished in accordance wi�h this
shall pa}' ENGI\EER for Reimbursable Expenses in- .-�oreement throuoh the effec�i��e date of the [ermi-
curred bv E\rGINEER and E�'GINEER's Consultan[s nation. ENGINEER also �Lnll be paid for all unpaid
as set forch in Exhibi� B. The amount pa��able for Reim- �ddi[ional Services and unpaid Reimbursable Ex-
bursable E�penses will include a fac[or to the extent so penses.
indicated in Exhibit B.
6.�.�.�. Terntinnrio�i h�• OIt�N'ER for Convenience. In
the e��ent of termination b�� O�'�TER under paraQraph
6.3. Other Pro�isions Concernino Pa��tnents. S.1.'_:
6.?.1. Prepnrnrio,r of I�zvoices. Invoices for Basic and 6.?3?.1. Upon the completion of anv phase of
Additional Sen•ices and Reimbursable Expenses will be Basic Sen�ices, pro�ress paymen[s due ENGINEER
prepared in accordance ���ith ENGINEER's standard in accordance �t�ith this A�reemenc for all such ser-
im•oicino practices and «�ill be submitted to O�wER b�� �•ices performed or furnisned hv ENGINEER and
ENGI�EER at least mon�hlv. The amounc billed for E�1GI\EER's Consultancs throuah the completion
Basic Ser��ices and Additional Sen�ices in each invoice of such phase �i�ill constitute to[al�pa��ment for such
�vill be calculatec on the basis set forth in Exhibit B. sen�ices. E\GI\EER also��ill be paid for all unpaid
Invoices are due and payable on receipt. �dditional Sen�ices and unpaid Reimbunable E�-
penses. and for terminacion expenses under subpara-
6??. Unpnid Ltvoices. If O�ui`1ER fails to make an�• �raph 6.?.=.?.3 belo«•.
payment due E\GINEER for services and expenses
within thirtv da�•s aiter receipt of ENGINEER�s invoice 6.'_3.2.?. During an�• phase of Basic Ser��ices. E�-
therefor. the amoun�s due E\GI\EER�t�ill be increased GINEEP. also �t�ill be paid for such services pe:-
at the rate of 1.�°�b per month (or the marimum rate of formed or furnished $<< E`GINEER durins that
interest permi[ted b}� law. if less) from said thirtieth da��: phase throu�h the date of terminacion on the basis
and. in addition. ENGL�IEER ma}•, after �ivin� seven specified in VExhibit B. In addition. ENGINEER
da�•s' written notice to OVl'\�R.suspend services under «•ill be paid for the charQes of ENGI�fEER's
this AQreemeat until E\GINEER has been paid in full Consultants employed to perform or furnish Basic
all amoun�s due for services_ eapenses and charQes. Pav- Sen�ices throu�h the effective date o[ the termina-
ments �t•ill be credited first to interest and then to princi- tion. ENGI\EER also will be paid for all unpaid
pal. In the e��ent of a disputed or contested billina. onl�• �,ddi:ional Services and unpaid Reimbursable Ez-
t:^.at por[ion so con�ested ma��bz�ti�ithheld from pa}�ment, penses. and ior termination expenses under sub-
and the undisputed pottion «�ill be paid. paraQraph 6.�.3.2.� be(o��-.
. Pa;e 12 of 16 pa;es
6.?.3.2.3. In the event of termination h�� O�VNER SECTION 8—GENERAL CONSIDER.aTIO\S
for convenience durino or at completion of anv phase
of Basic Services. O �WNER shall pa}� ENGINEER's
reasonable expenses directl}� actributable to termina- 8.1. Ternunation.
tion in accordance with rates applicable to the various
categories of Additional SenZces measured from the The obliQation to provide further services under this
date of termination, includins other fair and reason- Aereement mav be terminaced: �
able sums for overhead and profit, and costs of �
ternunating contracu with E\TGINEER's Consult- 8.1.1. For cause,
anu.
5.1.1.1. b��either party upon thiny da��s'w�ritten notice
6.2.3.3. Termination By ENGINEE'R for Ccrcese. In the in the event of substancial failure bv the other pam�to
event of termination by ENGINEER for cause under perform in accordance «�ith the terms hereof throuQh
paragraph 8.1.1, ENGINEER shall be en[itled to re- no fault of the terniinatin� pam�. tion�zthstandin� the
ceive compensation calculated as set forth in para�raph foreooinQ, this A�reement«�ill not tenninate as a result
6•�-'�• of such substantial failure u the part}� receivins such
6.2.4. Records of EIVGINEER's Costs. Records of EN- notice beQins. �vithin se��en days of receipt of such
GINEER's costs pertinent to ENGI�IEER's compensa- notice, to correct its failure to perform and proceeds
tion under this As-reement«�ill be ke�t in accordance with diligen�lv to cure such faiIure�t�ithin no more than thirt��
�enerally accepted accountin� practices. Copies will be da��s oI receipt thereof:provided.{iotveti•er,that if and to
made available to OWNER at cost on request prior to the extent such substantial failure canno[be reasonabl��
final payment for ENGINEER's services. cured �ti�ithin such thim�-da�• period. and if such part��
has dilisentiv attempted to cure the same and thereafter
continues dilioentiv to cure the same. then the cure
SECTION 7—OPINIONS OF COST period provided from herein shall extend up to. hut in
no case more than.si�t��da��s after the date of receipt of
7.1. Opinions of Probable Construction Cost. the notice.
ENGINEER's opinions of probable Construction Cost S.1.1.�. b�� E\GI\EER:
provided for herein are to be made on the hasis of '
E\GI\EER's experience and qualifications and repre- $.1.1.'_.1. upon se��en da��s' �t�ritten notice if E�GI-
sent ENGINEER's best jud�ment as an e�perienced and \EER believes that E�GINEER is beinR requested
quali6ed professional engineer generallv familiar«�i[h the b�' O�V\`ER to furnish or perform services contran�
construction industn�. Ho�vever. since E\GI�EER has to E\GI\EER's responsibiIities as a licensed desisn
no con[rol over the cost of labor. ma[erials.equipment or professional: or �
services furnished bv ochers. or o��er the Contractor's
me[hods of determining prices, or o��er competitive bid- 5.1.1.�.�. upon se�•en davs' «�ritten notice if tne
din�or market conditions.E�1GI\EER cannot and does E\GI\EER's sen�ices for desisn or durins the con-
not suarantee that proposals.bids or actual Construction struction of the Project are dela��ed or suspended for
Cost will not vary from opinions oi probable Construction more than ninet�� da��s for reasons bevond E\GI-
Cost preparedby E�GI\'EER.If O«'�'ER�rishes sreater VEER's con[roi.
assurance as to probable Construction Cost. O�V\ER
snall employ an independent cost estimator as provided in 8.1.1.?..i. In the case of termination under this para-
parasraph -1.9.1. ora�h 5.1.1.'_. E�GI�EER shall have no liabilit}� to
O«'�ER on account of such termination.
7.3. Desi�nine to Construction Cost Limit.
If a Construction Cost limit is established ben��een O�VNER S-1?. For co�it'e�7ie�:ce. b�� O«`�ER effecti��e uoon th:
and EvGINEER. such Construction Cost limit and a receipt of no�ice by E\GI�E�R.
statement of ENGINEER's rights and responsibilities
�t•ith respect thereto�vill be specincally sec forth in Exhibit 8�_ Reuse of Documents.
E. "Construction Cost Limit�, to this Aereement.
73. Opinions of Totat Project Costs. ��l documencs includin� Dra���inss and Specincations
provided or furnished b��E�GI\EER (or EtiGI1EER's
E�iGINEER assumes no responsibilit�• for the accurac�• Consultan[s) pursuant to tnis Asreement are instrumena
of opinions of Total Project Coss pro��ided for in Section of sen-ice in respec� of the Project.and E\GI�EER and
?, E�`GI�EER's Consultancs.�as appropriate.shall recain an
Paae 13 oC16 pa�es
ownership and property interest therein (includinQ the O�Vi�'ER. and if commercially available. ENGINEER
rioht of reuse bv and at the discrecion of E\iGINEER and shall obtain and shall require ENGINEER's Consultancs
ENGINEER's Consultants. as appropriate) whether or to obtain such addi�ional insurance covera�e, different
not the Project is completed. O�`�ER may make and limits or revised deductibies, for such periods of time as
retain copies for information and reference in connection requested by OWivER, at OWNER's sole expense, and
with the use and occupancy of the Project by OWNER Exhibit F will be supplemented to incorporate these
and others:howe��er,such documents are not intended or requiremenu.
represented to be suitable for reuse bv O�V'�1ER or others -
on extensions of the Project or on anv other project.Any 8'�• ControUin� L,a��•.
such reuse without written verification or adaptation bv This Asreement is to be ooverned bv the la�v of the
E�IGI�iEER and ENGINEER's Consultants, as appro- principal place of business of ENGPvEER.
priate, for the specific purpose intended �111 be a[ OWN-
ER's sole risk and without liability or leQal e�posure to g-�• Successors and Assi�ns.
ENGIivEER. or to ENGINEER's Consultants. and 8.�.1. OWNER and ENGI�IEER each is herebv bound
OWI�TER shall indemnih� and hold harmless ENGI- and the partners. successors. executors, administrators
NEER and ENGINEER's Consultants from all claims. and legal representatives of OWNER and ENGIN�ER
damaQes. losses and expenses includinQ attornevs' fees (and to the extent permitted bv para�raph 8.5.2 the
arisinQ out of or resultino therefrom. Am� such verifica- assigns of OWNER and ENGI\iEER) are hereby bound
tion or adaptation will entitle E\'GINEER to funher to the other party to this Aoreement and to the partners.
compensation at rates to be aQreed upon b��O��ER and successors. executors, administrators and IeQal represen-
EVGINEER. tatives (and said assigns) oi such other pamc in respect of
all co��enants, a�reements and obli�ations of this AQree-
ment.
8.3. Insurance. S.�.?. Neither O��`NER nor E\rGItiEER mav assion,
sublet or transfer anv riQhu under or interest (includin�,
S.3.1. ENGII�EER shall procure and maintain insur- but without limitation. monevs that may become due or
ance as set forth in Exhibit F. "Insurance", for protection mone��s that are due) in this Aoreement without the
from claims under�ti•orkers' compensation acts.claims for ���ritten consent of the ocher.except to the eztent that anv
damaQes because of bodil�� injun� including personal assignment, sublettins or transfer is mandated by !aw or
injun�.sickness or disease or death of an��and all emplov- the effect of this limitation may be restricted bv law.
ees or of anv person other than such emolo��ees,and from linless specificallv s�ated to the contrary in anv written
claims or damases because of injun� to or destruction of consent to an assiQnment. no assianment �vill release or
propert��includino loss of use resultino therefrom.ENGI- discharge the assi�nor from any duty or responsibility
NEER shall list O\'�rIvER as an additional insured on under this A�reement.
ENGINEER's Qeneral liability insurance policy. 8.�.3. Unless expressl��pro�•ided othe��ise in this AQree-
menc:
8..i:'. OWNERshall list ENGINEER and ENGINEER's
Consultants as additional insureds on an�� oeneral liabilitv 5.�3.1. Nothino in this .AQreement sha11 be construed
or propeny insurance policies carried bv O�VNER�vhich to create, impose or oive rise to an}� dut}' o�ved by .
are applicable to the Project. O«�:\ER shail require E:�GINEER [o an�• Contractor, Subcontractor. Suo-
p(ier, other person or entin�. or to anv surety for or
Contractor to purchase and maintain eeneral liabilitv and employee of anv of them. or ?ive am• rishts in or
other insurance as specified in the Contract Documents benefits under this ,�.sreement to an��one other than
and to list ENGI\rEER and ENGI\TEER's Consultants OW\TER and ENGItiEER.
as additional insureds with respect to such liability, prop-
ert�� and o[her insurance purchased and maintained b�• s.�.�.�. All duties and responsibilities undertaken pur-
Cor.tractoc All policies of property insurance shall con- suant to this AQreement �rill be for the sole and
tain provisions to the effect that ENGINEER�s and esclusive benefit of 0�;�'�R and ENGINEER and not
E�iGL�EER's Consultancs' interests are covered and for the benefit of any other pam:"Ihe OVV�'ER asrees
that in the event of payment of an�• loss or dama�e the that the substance of the provisions of this para�aph
insurers��ill have no ri�hts of recoverv asainst anv of the shall appear in the Contract Documents.
insured or additional insureds thereunder.
8.6. Dispute Resolution.
5.3.;. At anv time O�V�'�P, mav request that ENGI- Ifand to the extent that OWi�iER and ENGI\EER ha�•e
NEER. at Ow'tiER's sole expense. provide additional asreed on a method and procedure for resol�in;disputes
insurance coverase.difierent[imics or revised deduceib[es between them arisin� out of or relatinQ to this A�ree-
in excess of those specified in Exhibit F.If so requested b�� ment, such dispute resolution meehod and procedure. if
Pa�e 14 of 16 pa�es
any, is set forth in F.x�ubit G. "Dispute Resolution." address which appears on the signature page to this
OWNER and ENGINEER agree to negotiate in good Agreement (as modified ia writing from time to time by
faith for a period of thirty days from the date of notice such party) and given personally, by registered or
of all disputes between them prior to exercising their certified mail, return receipt requested,by facsimile, or
rights under Exhibit G or other provisions of this by a nationally recognized overnight courier service. All
Agreement, or under law. notices shall be effective upon the date of receip�
8.7. Allocation of Risks - Indemnification. 8.9. Survival.
8.7.1. To the fullest extent permitted by law, All express representations, indemnifications, or
ENGINEER shall indemnify and hold harmless limitations of liability made in or given in this
OWNER, OWNER's officers, directors, partners, Agreement will survive the completion of all services of
employees and agents from and against any and all ENGINEER under this Agreement or the termination
claims, costs, losses and damages (including but not of this Agreement for any reason.
limited to all fees and charges of engineer�, architects,
attomeys and other professionals and all court or 8.10. Severability.
arbitration or other dispute resolution costs) caused
solely by the negligent acts or omissions of ENGINEER Any provision or part of the Agreement held to be void
or ENGINEER's o�cers officers, directors, partners, or unenforceable under any law or regulation shall be
employees,agents and ENGINEER's Consultants in the deemed strickeq and all rema,� provisions shall
performance and fumishing of ENGINEER's services continue to be valid and binding upon OWNER and
under this Agreement. The indemnification provision of ENGINEER, who agree that the Agreement shall be
the preceding sentence is subject to and limited by the reformed to replace such stricken provision or part
provisions agreed to by OWNER and ENGINEER in thereof with a valid and enforceable provisioa that
Exhibit H, "Allocation of Risks", if any. comes as close as possible to expressing the intention of
the stricken provision.
8.7.2. To the fullest extent permitted by law, OWNER
shall indemnify and hold harmless ENGINEER , SECTION 9 - EX�-IIBITS AND SPECIAL
ENGINEER's officers, directors, partners, employees PROVISIONS
and agents and ENGINEER's Consultants from and
against any and all claims, costs, losses and damages 9.1. This Agreement is subject to the provisions of the
(including but not limited to all fees and charges of following Exhibits which are attached to and made a
engineers, architects, attomeys and other professionals part of the Agreement:
and all court or arbitration or other dispute resolution
costs)caused solely by the negligent acts or omissions of 9.1.1. Exhibit A, "Further Description of Basic
OWNER or OWNER's officers, directors, partners, Engineering Services and Related Matters", consisting
employees, agents and OWNER's consultants with of 6 pages.
respect to this Agreement or the Projed.
9.1.2. Exhibit B, "Payments to Engineer for Services
8.73 In addition to the indemnity provided under and Reimbursable Expenses", consisting of 1 page.
paragraph 8.7.2 of this Agreement, and to the fullest
eaQent permitted by law, OWNER shall indemnify and 9.13. Exhi'bit C, Not used.
hold harmless ENGINEER and its officers, directors,
partners, employees, and agents and ENGINEER's 9.1.4. Exhibit D, Not used.
Consultants from and against all claims, costs, losses,
and damages (including but limited to all fees and 9.15 Exhibit E, Not used.
charges of engineers, architects, attomeys and other
professionals and all court or azbitration or other 9.1.6. Exhibit F, "Insurance", consisting of 1 page.
dispute resoludon costs) caused by, arising out of or
relating to the presence,discharge,release,or escape of 9.1.7. Exhibit G, Not Usesi.
Asbestos, PCBs, Petroleum, Hazardous Waste, or
Radioactive Material at, on, under or from the Project
Site.
8.8. Notices.
Any notice required under this Agreement will be in
writing, addressed to the appropriate party at the
Page 15 of 16 pages
9.1.8. Ex�ubit H, Not used. inclusive and the Butubits identified above)
constitutes the entire agreemetn between OWNER
9.1.9. Exhi'bit I, "Special Provisions", consisting of and FNGINEER and supersedes all prior written or
1 page. oral understandings. This Agreement may only be
amended, supplemented, modified or cancelled by
9.2. This Agreement (consisting of pages 1 to 16, a duly executed written instrument.
IN V�[T'IVE.SS WHEREOF,the parties hereto have executed this Agreement to be effective as of the date first
above written.
OWNER R ENG
�� ����,�
.-- �
J. n,v,��n �'I 'SC'�JE� By Mr. Jerry A. Breite. P.E.
Title (,1�L` /"/"i3f��1C�E� Title Vice President
Address for giving notices: Address for giving notices:
City of Cape Girardeau Homer & Shifrin, Inc.
401 Independence Street 5200 Oakland Avenue
Cape Guardeau, MO 63702-0167 St. Louis, MO 63110
Page 16 of 16 pages
EXAIBIT A
This is Exhibit A., consisting of 6 pages,
refened to in the Ag�reement between
OWNER and ENGINEER for Professional
Services, dated April 27, 1994.
Inidal:
OWNER
Further Description of Basic Engineering Services and Related Matters ENG
Sections 2, 3, 4 and 5 of the Agreement are amended and supplemented and the time periods for the
performance of the Basic Services as indicated in Section 5 of the Agreement are established, all as indicated
below:
SEGTION A-2 -BASIC SERVICES OF ENGINEER
A2.0. General.
Provide impact studies of the Cit�s water system, sewage system, and streets and tr�c system to
assess the impact to the City's infrastructure system which may be associated with the development
of a downtown casino and entertainment complex proposed by Boyd Gaming Corporatioa The
studies will recommend any necessary proposed improvements to the Cit}�s infrastructure systems.
A2.0.1. The followuig services listed in Section 3, "Additional Services", are hereby specifically deleted from
that Section and will be performed or furnished by ENGINEER as part of Basic Services in the
phase(s) identified below:
None applicable.
A2.0.2. The following services listed in Section 4,OWNER's Responsibilities",are hereby specifically deleted
from that Section and will be performed or furnished by FNGINEER as part of Basic Services in the
phase(s) identified below:
None applicable.
A2.03. Section 2, "Basic Services of ENGINEER",is hereby amended or supplemented to provide that the
following services will be performed or furnished by ENGINEER as part of Basic Services ia the
phase(s) identified below:
A2.1. Study and Report Phase.
A21.0. During the Study and Report Phase ENGINEER shall:
Traffic Impact Study
A. Obtain additional traffic counts to supplement and verify the MHTD traffic data. The most
recent MHTD traffic volume map is for 1991 traffic volumes and is limited in scope.Vehicular
traffic volumes,including all tuming movements,and pedestrian volumes shall be obtained for
Page 1 of 6 pages
(Exhibit A- Basic Services and Related Matters)
selected signalized intersections on Broadway Street,Independence Street and Williams Street,
between Kingshighway and Water Street, and at significant intersections within the downtown.
The intersections included are as follows:
1. Broadway& Main
2. Independence & Main
3. William & Main
4. Broadway& Water
5. Independence & Water
6. Spanish & Morgan/Oak
7. Sprigg & William
8. Sprigg & Broadway
9. Sprigg& Independence
B. Prepare a 1"=100' street system map, or other suitable plan, of the downtown and casino
project area for purposes of preparing an exhibit showing the proposed street improvement
altematives.
C. Obtain field measurements and other physical data regarding the existing street system on all
major street segments (Broadway, Independence, William, Water, Main,Spanish and Sprigg)
for calculation of street capacities. This data would include:
1. Number & width of lanes
2. Physical configurations of intersections
3. Locations of on street parking and bus stops
4. Pedestrian crosswalks and signal indications and push buttons
5. Signal timing, phasing and turning movement diagrams
6. Speed Limits
7. Right-of-Way
8. Average travel speeds
D. Analyze existing street system to determine capacity, peak hourly volume, and level of service
for both existing and proposed conditions. The increased traffic on the eaosting street system
will be evaluated on a peak hourly basis for its effect on both vehicular and pedestrian tra�c
volumes. The street system will be analyzed for capacity and serviceability using Highway
Capacity Software, ITE trip generation methods, and by other means as appropriate for this
type of facility. Consider in the analysis the additive effects of a major Show-Me Center event
and street closures during Riverfest.
E. Review preliminary plans of casino parking lots and garage for ingress and egress points and
evaluate vehicular and pedestrian circuladon in and around the project site and its effect on the
overall downtown traffic flows.
F. Evaluate proposed parking facilities for casino and compare to peak demand projections for
parking usage. Review existing downtown parking availability and usage and evaluate aay
changes in the parking which may occur as a result of the inareased casino traffic and/or due
to any proposed street improvements.
G. Proposed improvements identified in the preliminary report will be ieviewed in further detail
and additional altematives explored A preliminary analysis of the proposed improvements will
be made for feasibility, right-of-way requirements, cost,construdability and compat�bility with
the concerns of the citizens and the long range plans of the City.A set of proposed alternatives
will be selected as the recommended improvements.
Page 2 of 6 pages
(F.xhibit A- Basic Services and Related Matters)
H. Prepare a preliminary cost estimate of the recommended street improvements.
I. All data,evaluations,illustrations,plans,and summary recommendations will be compiled into
an organized comprehensive report.
Water Impact Study
A. Determine the average and peak water demands of the development and model them in City's
water supply grid. ISO and AWWA methods will be used to consider fire flows and static and
residual pressures.
1. Receive and load the Cit}�s grid model (CYBERNE'I�. Include trial runs to verify
duplication of model behavior.
2. Add detail to City's model for use in analysis.Review network map-reference detailed
water maps to pipes and nodes in the model. Digitize detailed maps, add to the
network. Plot composite detailed map and verify.
3. Determine water requirement for the development. Calculate domestic requirements
for the receptioq restaurant, lounge, etc.; and develop average and peak factors.
Coordinate with ISO for fire plan requirements;on their basis,calculate flow rates and
duration.
B. Evaluate the grid supply for restrictions, reduced pressures, etc. Collect whatever field data is
necessary. Identify any improvements necessary to maintain the City's standards.
1. Interview water and fire department personnel to ascertain any known deficiencies for
fire flows in the vicinity of the site, learn operation/sequence of high service and
booster pumps during lazge(fue) flows and status of storage volumes held in reserve.
Coordinate for physical fire hydrant tests.
2. Condud site visit and on-site fire hydrant tests, field search for valves.
3. Run model for required site fire flow evaluation.Determine pressure/flow deficiencies.
Propose and check improvements.
C. Identify any City lines that may need to be relocated due to the dired siting of the development
and recommend any changes to those lines.
1. Review most recent/current version of site plan alternatives. Superimpose the plans
on detailed City water diagrams.
2. Note age, size and probable condition of disturbed lines. Analyr.e behavior of the
system with proposed replacement lines in the model.
Sanitary Sewer Impact Study
A. Determine the average and peak demands generated by the developmeat.Model them in the
Cit}�s collection system under dry conditions and under rain conditions and determine
downstream impacts.
1. Determine sanitary loading on the basis of persons served on gaming boat and
reception restaurant and lounge. Calculate peak and average sanitary flows resulting
from various alternate holding tank/pump combinations. '
2. Calculate storm runoff. Determine time of concentration and critical storm-runoff
coefficients for existing conditions,and find peak flow.Repeat for fully developed site.
Page 3 of 6 pages
(Exhibit A- Basic Services and Related Matters)
B. Evaluate the collection system for restrictions, capacity problems,pumping problems that may
be created. Collect field data as needed. Identify improvements that may be needed.
Improvements should include separation of stormwater and sanitary flows as much as possi'ble.
1. Review sewer plans for complete site footprint and downstream along both drainage
systems (Sloan and Main).Tabulate hydraulic capacities.
2. Conduct site visit. Verify location of system components, drainage divide and
differences in their location for storm and sanitary sewerage.
3. Tabulate capacides versus tnbutary flows for existing trunk sewers.Calculate conditions
for splitting site stormwater discharge to determine which system best serves the site,
and to determine wtuch system is least impacted by flow from the site.
C. Consider storm sewer lines as necessary when separation is done.It is anticipated that the site
stormwater plan will evaluate the downstream impacts of any added flows from the
development.
1. Explore possibilities for direct discharge to Mississippi River. Consider requirements
for flap gate or tidetlex valves with sluice gate backups.
2. Fxamine altemate detention configurations. Consider surface storage in parking lots,
dedicated detention basins and underground conduit storage.
3. From part B(3), examine split in storm runoff to min�mi�P downstream impact.
D. Identify any City lines that may need to be relocated due to the direct siting of the development
and recommend changes.
1. Review the most recent/current version of the site plan and any current altemates.
Superimpose on the plan the detailed aty sewer drawing,s.
A2.1.7. 20 copies of the Final Report(s)will be submitted for the City's use and 5 copies of the final report(s)
will be submitted for Boyd Gaming Corporation's use.
A2.1.8. A Preliminary Report will be submitted to OWNER within 30 calendar days following the effective
date of the Agreement.
A.Z.Z. Preliminary Design Phase.
A22.0. Any proposed improvements which are recommended as a result of the Study and Report Phase shall
be reviewed by the City. Upon acceptance of the report by the Owner, a supplement to this
agreement shall be executed and submitted for approval which shall determine the scope of work and
compensation for the Preliminary Design Phase.
A23. Final Design Phase.
A23.0. Any proposed improvements which are recommended as a result of the Study and Report Phase shall
be reviewed by the City. Upon acceptance of the report by the Owner, a supplement to this
agreement shall be executed and submitted for approval which shall determine the scope of work and
compensation for the Final Design Phase.
A23.8. 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.
Page 4 of 6 pages
(Exhibit A-Basic Services and Related Matters)
A2.4. Bidding or Negotiating Phasa
A2.4.0. Any proposed improvements which are recommended as a result of the Study and Report Phase shall
be reviewed by the City. Upon acceptance of the report by the Owner, a supplement to this
agreement shall be executed and submitted for approval which shall determine the scope of work and
compensation for the Bidding and Negotiating Phase.
A.2S. Construction Phase.
A2.5.0 Any proposed improvements which are recommended as a result of the Study and Report Phase shall
be reviewed by the City. Upon acceptance of the report by the Owner, a supplement to this
agreement shall be executed and submitted for approval which shall determine the scope of work and
compensation for the Construction Phase.
A2.6. Operational Phasa
A2.6.0. Any proposed improvements which aze recommended as a result of the Study and Report Phase shall
be reviewed by the City. Upon acceptance of the report by the Owner, a supplement to this
agreement shall be executed and submitted for approval which shall determine the scope of work and
compensation for the Operational Phase.
SECTION A3 -ADDITIONAL SERVICES OF ENGINEER
A3.0.1. The following services listed in Section 2, "Basic Services", are hereby spe�cally deleted from that
Section and will be performed or furnished by ENGINEER as part of Additional Services under
paragraph 3.1 or 3.2 as indicated:
None applicable.
A3.02. The followi.ng services listed in Section 4,"OWNER's Responsibilities",are hereby specifically deleted
from that Section and will be performed or fumished by ENGINEER as part of Additional Services
under paragraph 3.1 or 3.2 as indicated:
None applicable.
A3.03. Section 3,"Additional Services of ENGINEER",is hereby amended or supplemented to provide that
the following services will be performed or furnished by ENGIlVEER as part of Additional Services
under paragraph 3.1 or 3.2 as indicated:
None applicable. �
SECTTON A-4 - OWNER'S RESPONSIBILTTIES
A4.0.1. The following services listed in Section 2, "Basic Services", are hereby specifically deleted from that
Section and will be performed or furnished by OWNER as part of OWNER's Responsibilities under
Section 4:
None applicable.
A.4A2. The following services listed in Section 3, "Addidonal Services", are hereby specc:ifically deleted from
that Section and will be performed or furnished by OWNER as part of OWNER's Responsibilities
under Section 4:
None applicable.
Page 5 of 6 pages
(Exhibit A -Basic Services and Related Matters)
A.4.03. Section 4, "OWNER's Responsi'bilities", is hereby amended or supplemented to provide that the
following services or responsibilities will be performed or furnished by OWNER as part of OWNER's
Responsibilides under Section 4:
A.4.03.1 The Owner shall assist the engineer in soliciting and coordinating local residents and/or students for
temporary employment for purposes of collectiug traffic data. Compensation of such personnel will
be made by the ENGINEER in accordance with this agreement. The OWNER shall assist the
ENGINEER with field supervision of such personneL
A.4.11. OWNER intends to employ each of the independent consultants listed below to perform or furnish
services in regard to the Project for the respective scope of services listed below for each.Payments
to ENGINEER for Services in Section 6 hereof are based on the participadon in the Project of
OWNER's independent consultants as described herein.
Not applicable.
Page 6 of 6 pages
(Exhibit A -Basic Services and Related Matters)
EXHIBIT B
This is Exhibit B, consisting of 1 page,
referred to in the A.greement between
OWNER and ENGINEER for Professional
Services, dated Apri127, 1994.
Initial:
OWNER -
Payments to ENGINEER for Services and Reimbursable Expenses ENG
Section 6 of the Agreement is amended and supplemented to include the following agreement of the
parties:
Direct Labor Cost'ISmes a Factor Plus a Fixed Fee Method of Payment
SECT'ION B6 - PAYMENTS TO ENGINEER ENGINEER's estimate of the proportion of the
total services actually completed at the time of
B6.1. Methods of Payment for Services and billing. The portion related to services rendered on
Expenses of ENGINEER a Salary Costs basis will be billed based on the
Salary Costs(multiplied by a factor,if any,as stated
B6.1.1. For Basic Services. OWNER shall pay above) incurred at the time of billing.
ENGINEER for Basic Services as follows:
B6.2.2.2. Invoice Payment Schedule. To meet
B6.1.1.1. General. An amount equal to owner's invoice payment schedule, invoices shall be
ENGINEER's Director Labor Cost times a factor submitted by the 2Ath of the month. Payment shall
for services performed by principals and employees be made by tbe OWNER by the lOth of the
engaged directly on the Project. plus a fixed fee. following month.Any payments not made within 30
days shall be subject to interest charges as the laws
B6.1.1.2. Compensation for all subsequent phases, of the Station of Missouri allow.
including Preli.minary Desigq F'mal Design,Bidding
or Negotiadon, Construction, and Operational B6.23 Payments upon Termination.
Phases shall be negotiated upon compledon and
acceptance of the Study and Report Phase upon B6.23.4. In the event of termi.nation during any
which time a supplement to this agreement shall be phase of the Basic Services, ENGINEER will be �
executed. paid for services performed or fumished in
accordance with his Agreement during that phase
B6.1.13.Ma�mum Compensation forBasic Services. on the basis of ENGINEER's project billing rates
The maximum amount that will become payable for for services performed or furnished during that
Basic Services pursuant to paragraph B6.1.1.1 is phase to date of termination by ENGINEER's
$64�ppp,pp principaLs and employees engaged directly on the
Project.
B6.2 Other Provisions Conceming Payments
B6.2.1. Preparation of Invoices. The portion of the
amount billed for ENGINEER's services which is
on account of the Lump Sum will be based upon
Page 1 of 1 page
(Exhibit B - Direct Labor Cost Times a Factor Plus a Fixed Fee Method of Payment)
EXHIBIT F
This is Exhibit F, consistuig of 1 page,
referred to in the Agreement between
OWNER and ENGINEER for Professional
Services, dated April 27, 1994.
Initial:
OWNER
Insurance ENGINEE
Section 8 of the Agreement is amended and supplemented to include the folloR+ing agreement of the parties:
F83. Insurance
T'he limits of liability for the insurance required by paragraph 83 of the Agreement are as follows:
F83.1. By ENGINEER:
1. Workers' Compensation: Statutory
2. Employer's Liability: $1,000,000.00
3. General Liability:
General Aggregate: $2,000,000.00
Each Occurrence (Bodily
Injury and Property Damage): $1,000,000.00
4. Automobile Liability:
Combined Single Limit
(Bodily Injury and Property
Damage):
Each Accident $1,000,000.00
5. Other (specify):
N/A
Additional Insureds. The following persons or entities are to be listed
on ENGIlVEER's policies of insurance as additional insureds as
provided in 83.1:
N/A
F.83.2. By OWNER: Not Applicable
F.833. ENGINEER shall deliver to the OWNER certificates of insurance evidencing the coverage indicated.
Page 1 of 1 page
(Exhibit F - Insurance)
EXHIBIT I
This is Exhibit I, consisting of 1 P�B�,
refened to in the Agreement between
OWNER and ENGINEER for Professional
Services, dated April 27, 1994.
Initial:
OWNER
Special Provisions ENGIlVEE
Section 1 of the Agreement is amended and supplemented to include the following agreement of the parties:
It is hereby disclosed and made a part of this agreement that Homer & Shifrin, Inc., the ENGINEER ,
currendy is and will be employed during the course of this project, by Boyd Gaming Corporation for
professional services on the Cape Girardeau Casino Design Project and other projects at various locations.
The ENGINEER hereby agrees that it will act in a professional manner and conduct the evaluation of the
impact studies based solely on independent professional and engineering judgement and act solely in the
best interest of the City.
The City hereby agrees that no apparent conflict of interest exists by this arrangement.
Page 1 of 1 pages
(Exhibit I - Special Provisions)