89-R-6RESOLUTION NO. 89-R-6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
EDGEWATER, FLORIDA, AUTHORIZING THE APPROPRIATE
OFFICIALS OF THE CITY OF EDGEWATER, TO EXECUTE
AMENDMENT NO. 1989-2, "ENGINEERING SERVICES ASSOCIATED
WITH DESIGN AND CONSTRUCTION MANAGEMENT OF THE WESTERN
WATER TREATMENT PLANT FOR THE CITY OF EDGEWATER" WITH
DYER, RIDDLE, MILLS & PRECOURT, INC.; REPEALING ALL
RESOLUTIONS IN CONFLICT HEREWITH AND PROVIDING FOR AN
EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF EDGEWATER, FLORIDA:
SECTION 1. That the City Council of the City of Edge-
water, Florida, authorizes the appropriate officials of the City
of Edgewater, Florida, to execute Amendment No. 1989-2, "Engineer-
ing Services Associated with Design and Construction Management
of the Western Water Treatment Plant for the City of Edgewater,
with Dyer, Riddle, Mills 6 Precourt, Inc.
SECTION 2. A copy of said Amendment is attached to this
Resolution and by reference incorporated herein as if fully set
forth and marked Exhibit "A".
SECTION 3. That all resolutions or parts of resolutions
in conflict herewith be and the same are hereby repealed.
SECTION 4. That this Resolution shall take effect immedi-
ately upon its adoption by the City Council of the City of
Edgewater, Florida, at a regular meeting of said
Council held on the 15th day of February , 1989,
and approved as provided by law.
This Resolution was introduced and sponsored by Councilman
Gold , and was read and passed by a vote of the
City Council of the City of Edgewater, Florida, at a regular
meeting of said Council held on the 15th day of February
1989, and approved as provided by law.
ROLL CALL VOTE AS FOLLOWS:
ouncilman-Zone Four
this � d�f � , 1989.
Mayor
Boo by:
AMENDMENT NO. 1989-2
ENGINEERING SERVICES ASSOCIATED WITH
DESIGN AND CONSTRUCTION MANAGEMENT OF THE
WESTERN WATER TREATMENT PLANT
FOR THE CITY OF EDGEWATER
This AMENDMENT made and entered into this 15th day of Feb.1989amends
the consulting engineering AGREEMENT for professional services between the CITY
COUNCIL OF THE CITY OF EDGEWATER, FLORIDA (hereinafter referred to as
"CITY"), and DYER, RIDDLE, MILLS 5 PRECOURT, INC. (hereinafter referred
to as "CONSULTING ENGINEER") to perform engineering services relative to final
design and construction management of the Western Water Treatment Plant for
the CITY;
WHEREAS, this AMENDMENT shall incorporate all of the conditions and
requirements of the original CONTRACT between the CONSULTING ENGINEER
and the CITY, dated October 19, 1987;
Provisions delineated in the October 19, 1987 AGREEMENT shall remain in
full force without modification. In case of conflict this AMENDMENT shall prevail.
This AMENDMENT provides for certain professional consulting engineering services
relative to the CITY's water system. The services provided in this AMENDMENT
include, but are not limited to, providing engineering services to the City related
to the design and construction management for the Western Water Treatment Plant.
As directed by the designated CITY representative to the CONSULTING
ENGINEER, confirmed by the CITY's work order, the scope of services and
professional engineering compensation as delineated In Exhibit "A" are made part
of this AMENDMENT.
DRMP #87-400.I0
EXHIBIT A
CITY OF EDGEWATER
DRMP WORK ORDER DESCRIPTION
Project Title: Western Water Treatment Plant
Project Objective: The City of Edgewater's Park Avenue water treatment plant
is projected to reach its 2.4 MGD treatment capacity In 1990. Due to site and water
supply constraints, further plant expansion on the existing site is not feasible.
Additionally, water resources west of the City in the vicinity of I-95 and S.R. 442
are much more favorable for continued water supply development than the Park
Avenue area. In order to minimize the distance between present and future water
supply and treatment facilities, and maximize utilization of existing transmission
mains, storage and pumping facilities, a central water treatment facility and water
supply wellfield should be located in the 1-95 - S.R. 442 intersection vicinity. The
Western Water Treatment Plant will be an easily and economically expandable facility
to meet the City's long-term water supply needs.
Project Scope: Engineering services for the Western Water Treatment Plant shall
be conducted in three major phases.
A. Final design phase
B. Construction services phase
C. Facility start-up phase
Final Design Phase - Design services shall consist of the following work tasks
performed in accordance with Section 1_4, Final Design Phase and 1.5, Bidding or
Negotiating Phase of the General Provisions attached:
I. Preparation of construction drawings and specifications suitable for bidding
purposes for a 5.0 MGD time softening treatment facility including filtration
and sludge handling facilities, ground storage facilities, high service pumping,
disinfection facilities and administration, laboratory and maintenance facilities.
The treatment facilities shall be easily expandable to 10.0 MGD in 2.5 MGD
increments.
2. Preparation of necessary FDER and Volusia County permit applications and
coordination of such with permitting agencies, as necessary, to obtain these
permits.
3. Surveys of the plant site by a qualified surveyor. The work will consist of
ground surveys, establishment of property/site boundary, base line, monuments,
topography, related office computation and drafting.
4. Gectechnical investigations shall be conducted on the site consisting of, but
not necessarily limited to, borings, analyses, studies, and recommendations.
5. Assistance in obtaining and evaluating bids and making recommendations
regarding award of contract.
Construction Services Phase - Engineering services shall consist of the following
work tasks performed in accordance with Section 1.6 Construction Phase of the
General Provisions attached:
1. Review of contractor's application for payment on a monthly basis, and
recommendation of payment to the City in accordance with contract documents
and work completed.
2. Review of shop drawings required to be submitted in accordance with the design
specifications for conformance with the design concept and specifications.
3. Issue instructions to the contractor on behalf of the City, as necessary to ensure
complete understanding, interpretation and prosecution of the project in
accordance with the design concept.
4. A minimum of twelve (12) visits to the site.
5. Conduct inspections for substantial and final project completion and certify
project to regulatory agencies when complete.
6. Record drawings including any design changes as supplied by the contractor
shall be prepared and submitted to the City.
Start -Up Phase - Engineering services shall consist of the following work tasks:
1. Assistance to start-up the completed facilities. Primary responsibility for
start-up of individual system components will be that of the contractors and
equipment suppliers.
2. Preparation of an Operation & Maintenance (O&M) manual describing design
concepts, general operational procedures for process operation and specific
operational and general maintenance procedures for each process unit, and
piece of equipment. Emergency operating procedures, safety instructions,
sampling and laboratory analysis procedures will be described.
3. Provide an operator training program directed to the safe and efficient operation
and maintenance of the facility in accordance with the O&M manual provisions.
Project Duration: The Design Services Phase shall be completed within 5 months
from the notice to proceed. The Construction Services Phase shall occur concurrently
with the estimated 12 month construction period.
Project Compensation: This project will be invoiced on a monthly basis using the
hourly rates and charges set forth in previous agreements with the City. The total
upset limit for this project is $364,776. An itemized description of the fee is provided
in Attachment 1.
IN WITNESS WHERT^F, the parties hereto have accept made and executed
this AMENDMENT No. 1989-2 upon the terms and conditions stated in the
AGREEMENT dared October 19, 1987.
Dyer, Riddle, Mills 6 Precourt, Inc.
Witness i
8
Witness Vic Pr sident
CITY OF EDGEWATER,R, FLORIDA
�
r�l A IVLA e v
W i[ness Mayor
GCH/HCN/psv
Attachments
ATTACHMENT
COMPENSATION SUMMARY
WESTERN WATER TREATMENT PLANT
CITY OF EDGEWATER
Design Phase
I. Final design facilities layout and
equipment selection $ 8.541
2. General/civil drawings (15 sheers) 24,865
3. Mechanical/process drawings (48 sheets) 103,249
4. Structural/architectural drawings (35 sheets) 63,000
5. Electrical/instrumentation drawings (20 sheets) 40.000
6. Miscellaneous final design activities 27, 344
o permits
o specifications
o final cost estimate
o meetings with client
7. Bidding services 6,566
Subtotal Design Phase
Design Special Services
1. Geotechnical services 9,000
2. Site survey - 11,200
$ 273,565
Subtotal Design Special Services Phase 20,200
Construction Services Phase
8. Construction services (12 months construction) 46,344
9. Record Drawings 6,800
Subtotal Construction Services Phase 53,144
Plant Start -Up
3. Plant start-up and shakedown 2,947
4. OQM Manual 10,795
5. Operator training 3.412
6. FDER Certification 713
Subtotal Plant Start -Up 17,867
TOTAL FEE ESTIMATE: $ 364.776
GENERAL PROVISIONS
Attached to and made a pan of LETTER AGREEMENT
dated .. ...... _ ............ 19. ., between
City. of. Edgewater ........................ towner)
and
Dyer, Riddle, Mills 6 Precourt, Inc.
................ ... .. tEngin<err
in respect of the project (Project) described therein.
SECTION I —BASIC SERVICES OF ENGINEER
1.1. General.
I.I.I. ENGINEER shall perform professional services as
hereinafter stated which include customary civil, structural,
mechanical and electrical engineering services and customary
urchttectural services incidental thereto.
1.2.. Study and Report Phase. - N/A
Aft N written authorization to proceed, ENGINEER shall:
1.2. 1.\.Consult with OWNER to clarify and define OWNER
requirements for the Project and review available data.
L2.2. Adsfise OWNER as to the necessity of OWNER
providing .,Iobtaining from others data or services of the
types descrtbelf in paragraph J.J. and act as OWNER's rep-
resentative in connection with any such services.
1.13. Provide analysts of OWNER s needs, planning sur-
veys, site evaluatiunsand comparative studies of prospective
sties and sclutters. -\
12 4, Provide a generdt, eco no m to analysis of 0WNER's
requirements applicable tolvarious alternatives.
1.2,5. Prepare a Report staining schematic layouts.
sketches and conceptual desigrltcrtteria with appropriate ex-
hibits to indicate clearly the conNerations involved and the
alternative solutions available to OWNER and setting forth
ENGINEER's findings and recommYndations with opinions
of probable costs for the Project. fhcluding Construction
Cost. contingencies,
allowances fore ha esafall profession.
als and consultants, allowances for the osis of land and
rights -of -way, compensation for or da ma s ro properties
andinterest and financingcharges)all of whie are hereinafter
called "Project Cost"I.
1.2.6. Furnish five copies of the Report and went and
review it in person with OWNER. The duties an esponsi-
Wates of ENGINEER during the Study and Repo Phase
are amended and supplemented as indicated in Para ph 2
of Exhibit A "Further Description of Basic Enginee rin er
ices and Related Matters'. which is attached 1. and m e
a pan ufthese General Provisions.
"fin nary Design Phase. - N/A
After uteri authorization to proceed with the Preliminary
Design is e, ENGINEER shall:
I.J.I. In cons Lion with OWNER and on the basis fthe
accepted Report, d mine the extent of the Project.
1.3.2. Prepare preli mina design documents consisting of
final design criteria, prelimma drawings and outline speci-
ficanon
1.3.3. Based on the information com d in the prelimi-
nary design documents. submit a revised op n of probable
Project Cost.
Page ------ of
1.3.4. Fur ' five copies of the above preliminary design
documents and and review them in person with
OWNER. The dutic_r. esponsibdities of ENGINEER
during the Preliminary Desig se are amended and sup•
plemented as indicated in paragrap EaMbit A"Further
Description of Basic Engineering Set - and R<lamd
Matters'.
1.4. Final Design Phase.
After written authorization to proceed with the Final Design
Phase, ENGINEER shall:
1.4. 1. On the basis of the accepted preliminary design doc
umenis and the revised opinion of probable Project Cost,
prepare for incorporation in the Contract Documents final
drawings to show the character and extent of the Project
(hereinafter called 'Drawings 1 and Specifications.
1.4.2. Furnish to OWNER such documents and design data
as may be required for, and assist in the preparation of. the
required documents so that O W N ER may apply for approvals
of such governmental authorities as have jurisdiction over
design criteria applicable to the Project, and assist in obtain-
ing such approvals by participating in submissions to and
negotiations with appropriate authorities.
1.4A Advise OWNER of any adjustments to the latest
opinion of probable Project Cost caused by changes in extent
or design requirements of the Project or Construction Cost and
furnish a revised opinion of probable Project Cost baud on the
Drawings and Specifications.
1.4.4. Prepare for review and approval by OWNER, his
legal counsel and other advisors contract agreement forms.
general conditions and supplementary conditions, and twhere
a ppropriae) bid forms, invitations to bid and instructions
to biddersand assist in the preparation of other related
documents.
L4.5. Furnish five copies ofthe above documents and pres-
ent and review them in person with OWNER. The duties and
responsibilttiesof ENGINEER during the Final Design Phase
are amended and supplemented as indicated in paragraph 4
of Exhibit A "Further Description of Baste Engineering Sen
view and Related ]tatters'.
I.S. Bidding or Negotiating Plisse.
After written authorization to proceed with the Bidding or
Negotiating Phase. ENGINEER shall:
1.5.1. Assist OWNER in obtaining bids or negotiating pro-
posals for each separate prime contract for construction.
materials. equipment and services.
1 5._1. Consult with and advise OWNER as to the accept
ability of subcontractors and other persons and organizations
proposed by the prime cotnructor(si thereinafter celled
CoatractonO ) for those portions of the work a to which
such acceptability is required by the bidding document.
1.5.3. Consult with and advise OWNER as to the accept-
ability of substitute materials and equipment proposed by
Cuntraaorts) when substitution prior to the award of con.
tracts is allowed by the bidding documents.
1.5, 4. Assist OWNER in evai uat ing bids or proposals and
in assembling and awarding contracts. The duties and re-
sponshilittes of ENGINEER during the Bidding or Negoti
ating Phase are amended and supplemented as indicated in
paragraph 5 of Exhibit A "Further Description of Basic En-
gineering Services and Related Matters'.
1.6. Construction Phase.
During the Construction Phase ENGINEER shall:
pages
GENERAL PROVISIONS
1.6. L Consult wrh and advise O A 7.R and act as his rep-
resentative as provided in Articles I augh 17. inclusive. of
the Standard General Conditions of the Construction Con.
tract. No. 1910411978 edition). The extent and limitations of
the duties. responsibilities and authority of ENGINEER as
assigned in said Standard General Conditions shall not be
modified. except to the extent provided in paragraph 6 of Ex-
hibit A -'Further Descnption of Basic Engineering Services
and Related Matters' and except as ENGINEER may other-
wise agree in writing. All of OWNER's instructions to Con-
tmctonsr will be issued through ENGINEER who will have
authon(v to act on bahalfofOWNER to the extent provided in
said Standard General Conditions except as otherwise pro-
vided in writing.
1 62. Make visits a the site at m1c,,ais appropriate to the
various stages of construction to observe as an experienced
and qualified design professional the progress and quality ofthe
executed work of Contractor s I and to determine in general if
such work is proceeding in accordance with the Contract
Documents. ENGINEER shall not be required to make ex-
haustive or continuous un-site inspections to check the qual-
itv orquarauv ofsuchwork. ENGINEERshall not be respon-
able for the means. methods. techniques. sequences or pro-
cedures of construction ,elected by Con(ractors, or the ,afci %
precautions and programs incident to the work of
Comractorisl. ENGINEER', efforts will be directed toward
pro%ding a greater degree of confidence for OWN ER that the
completed work of Contracton s) will conform to the Contract
Documents. but ENGINEER shall not be responsible for the
failure of Contractonsl to perform the construction work in
accordance with the Contract Documents. During such visits
and on the basis ofhis on-,itc observations ENGINEER shall
keep OWNER informed ofthe progress ofthe work. shall en-
deavor to guard OWNER against defects and deficiencies in
.etch work and may disapprove or reject work failing to can -
form to the Contract Documents.
1.6. 3. Revco% and approve iortake other appropriate action
In respect at) Shop Drawings ias that term is defined in the
aforesaid Standard General Conditions, and samples. the re-
,, lis of tests and inspections and other data which each Con-
traitor is required to submit. but only for conformance oath
the design concept of the Project and compliance with the in-
formation given in the Contract Documents (but such review
and approval of other action shall not extend to means. meth-
ods. sequences. techniques or procedures ofconstruction or
to safety precautions and programs incident thereto): deter-
mine the acceptability of subs(itute materials and equipment
proposed by Contractors): and receive and review 'for gen-
eral content as required by the Specifications) maintenance
and operaunginstmctions. schedules. guarantees. bondsand
certificates of inspection which are to be assembled by Con-
tractons) in accordance with the Contract Documents.
1.6.a. Issue all in,iractiuns of OWNER to Contractor(,):
Issue necessary utter... tatiom and clarifications ofthe Con-
tract DucumenR and in connection therewith prepare change
orders as required', have authority. as OWNER represen-
tative. to require special inspection or testing of the work.
act As initial interpreter of the requirements ofthe Contract
Documents andjudge ofthe acceptability ofthe work there.
under and make decisions on all claims of OWNER and
Contractorls) relating to the acceptability ofthe work or the
interpfetationofthe requirements oft he Contract Documents
penaming to the execution and progress of the work: but
ENGINEER shall not be liable for the results of anv such
Interpretations or decisions rendered by him in good faith.
1.6.5. Based tan ENGINEER', tan-,ne observations as An
experienced and qualified design professional and on review
of applications for payment and the accompanying data and
m'hedr les. determine the amounts awing to Contractor) s) and
recommend in writing payments to Contractorts) in such
amounts. such recommendations of payment will constitute
A representation t WNER. based on such observations
and revini that a ark has progressed to the point indi.
cared. that. to the best of ENGINEER'$ knowledge. infor.
,nation and belief. the quality of such work is in accordance
with the Contract Documents Isubject to an evaluation of
such work as A functioning Project upon Substantial Comple-
tion. to the results of any subsequent tests called for in the
Contract Documents. and to any qualifications stated in his
recommendation). and that payment of the amount recom-
mended is due Contractorlsl: but by recommending any pay-
ment ENGINEER will not thereby be deemed to have rep-
resented that continuous ar exhaustive examinations have
been made by ENGINEER to check the quality or quantity
of the work or to review the means. methods. sequences,
techniques or procedures of construction of safety precau-
tions or programs incident thereto or that ENGINEER has
made an examination to ascertain how or for what purposes
any Contractor has used the moneys paid on account of the
Contract Price. or that title to any ofthe work. materials or
equipment has passed to OWNER free and clear of any lien.
claims, security interests or encumbrances. or that the Con-
iractons) have completed their work exactly In accordance
with the Contract Documents.
L6 6 Conduct an inspection to determine If the Project is
,umiantially complete and a final inspection to determine if
the %o rk has been completed m accordance with the Contract
Documents and if each Contractor has fulfilled all of his
obligations thereunder so that ENGINEER may recommend.
in writing. final payment to each Contractor and may give
written notice to OWNER and the Contractors) that the
work is acceptable Isubject to any conditions therein ex-
pressedl. but any such recommendation and notice shall be
wblcc( to the limitations expressed in paragraph L6.5.
1.6.7. ENGINEER shall not be responsible for the acts or
omissions ofanv Contractor. or subcontractor. or any ofthe
Contractorlslor subcontractors agents or employees or any
other persons 'except ENGINEER own employees and
agents) at the ne or otherwise performing any ofthe Con-
tractors) work however, nothing contained in paragraphs
I.6.1 Ihru 1.6.'. inclusive. shall be construed to release EN.
GINEER from liability for failure to perform property duties
undertaken bx ENGINEER in the Contract Documents.
SECTION 2—ADDITIONAL SERVICES OF
ENGINEER
2.1. Normal and customary engineering ser%,xs do not in-
clude services in respect of the following categories of work
whmh are usualh referred to as Addis clonal Services. If
Ow NER wishes ENGINEER to perform any Additional Ser
v Ices. he shall sa Instruct ENGINEER In writing, and EN
GINEER will he paid therefor as prosided in the Letter
Agreement Additional Service, Include.
—Preparation of applications and supporting documents for
governmental financial support ofthe Project: and prepara-
tion or review of environmental studies and related ser-
ccs.
—Services to make measured drawings of ur to investigate
existing conditions or facilities.
—Services resulting from significant changes in the extent of
the Project or major changes in documentation previously
accepted by CANER where change, are due to cause,
beyond ENGINEER '$ control.
—Providing renderings or models.
—Preparing documents for alternate bids requested by
OWNER for work which is not executed or for Out-cf-
-equence work.
—Detailed consideration of operations. maintenance and
overhead expenses: and the preparation of rate schedules.
Page __ of _ -pages
earnings and expense statements. e- a flow and economic
evaluations, feasibility studies. appraisals and valuations.
—Furnishing the services of special consultants.
—Services resulting from the award of more than one prime
contract for construction. materials, equipment or services
for the Project, or from the construction contract contain-
ing cost-plus or incentive -savings provisions for Contrac-
tor's basic compensation, or from arranging for perfor.
mance by persons other than the principal prime contrac-
ton or from administering OWNER's contracts for such
services.
—Services in connection with field surveys for design pur-
poses and engineering surveys and staking out the work
of Contractonsl.
—Services in connection with change orders to reflect
changes requested by OWNER, evaluating substitutions
proposed by Contractions) after award, and services re-
sulting from material, equipment or energy shortages.
—Services during out-of-town travel other than visits to the
site.
—Preparing for OWNER. on request, a set of reproducible
record prints based on data furnished by Contractonsl.
—Additional or extended services during construction made
necessary by ill work damaged by fire or other cause
during construction. 12) a significant amount of defective
or neglected work of Contractons). U) prolongation of
contract time. (a) Contractoms)'overtime work. and (3)
Contractonsl' defaults.
—Preparation ofoperating and maintenance manuals. exten-
sive assistance in utilization or startup: and training
OWNER s personnel.
—Services after completion of (he Construction Phase.
—Preparing to serve or serving as a consultant or witness in
any legal or administrative proceeding or public hearing.
—Providing services normally furnished by OWNER.
2.2. Ifthe parties agree. ENGINEER shall provide resident
Project representation under ENGINEER's supervision
which will be paid for by OWNER as indicated in Exhibit A
"Funher Description of Basic Engineering Services and Re- -
lated Matters and which will be intended to assist ENGI-
NEER in observing performance of Contractonsl' work, but
will not involve ENGINEER in the construction means.
methods. techniques. sequences or procedures or safety pre.
cautions or programs nor provide to OWNER any guarantee
by ENGINEER of the accuracy. quality or timeliness of
Contractors)performance.
SECTION 3—OWNERS RESPONSIBILITIES
3.1. OWNER shall pro%ale all criteria and full me&M Ition
as to OWNER s requirements for the Project; designate a
person to act w th authority on OW NER's behalf in respect
of all aspects of the Project: examine and respond promptly
to ENGINEER's submissions: and give prompt written no-
tice to ENGINEER whenever he observes or otherwise be.
comes aware of any defect in the work.
3.2. OWNER shall also do the following and pay all costs
incident thereto:
—Furnish to ENGINEER care borings, probings and sub.
surface explorations. hydrographic survey, laboratory
tests and inspections of samples. materials and equipment
and similar data: appropriate professional interpretations
of all of the foregoing: environmental assessment and im-
pact statements: property, boundary, easement. right-of-
way. topographic and utility surveys; property descrip-
tions: zoning and deed restrictions: all of which ENGI.
NEER may rely upon in performing his services.
—Guarantee access to and make all provisions for ENG1.
NEER to enter upon public and private property.
Page
—Provide such legaa- counting, independent cost estimat-
ing and insurance counseling services as may be required
for the Project, any auditing service required in respect of
Contractons)' applications for payment, and any inspec-
tion services to determine if Contractors) are performing
the work legally.
—Provide field control surveys and fix reference points and
base lines.
—Furnish approvals and permits from all governmental au-
thorities having jurisdiction over the project.
J.J. OWNER shall pay all costs incident to obtaining bids
or proposals from Contractors).
SECTION 4—MEANING OF TERMS
4.1. As used herein the term "this Agreement' refers to
the Letter Agreement to which these General Provisions are
attached and to these General Provisions and Exhibit .A For.
ther Description of Basic Engineering Services and Related
?tatters '. as if they were pan of one and the same document.
4.2. The construction cost of the entire Project (herein re
ferred to as "Construction Cost") means the total cost of
the entire Project to OWNER, but it will not include ENGI-
NEER's compensation and expenses. the cast of land, rights -
of -way. or compensation for or damages to. properties unless
this Agreement so specifies, nor will it include OWNER's
legal, accounting. insurance counseling or auditing services.
or interest and financing charges incurred in connection with
the Project. When Construction Cost is used as a basis for
payment it will be based on one of the following sources with
precedence in the order listed for work designed or specified
by ENGINEER:
4.2.1. For completed construction work the total cost
of all work performed as designed or specified by ENGI.
NEER.
4.2.2. For work designed or specified but not con-
structed, the lowest bona fide bid received from a qualified
bidder for such work: or, if the work is not bid. the lowest
bona fide negotiated proposal for such work.
a.2. 3. For work designed or specified but not con-
structed upon which no such bid or proposal is received.
the most recent estimate of Construction Cost. or. if none
is available. ENGINEER's most recent opinion of proba-
ble Construction Cost.
Labor furnished by OWNER for the Project will be included
in the Construction Cost at current market rates including a
reasonable allowance for overhead and profit. Matenals and
equipment furnished by OWNER will be included at current
market prices. No deduction is to be made from ENGI
NEER s compensation on account of any penalty. liquidated
damages, or other amounts withheld from payments to Con-
iractortsl.
4.3. Direct Labor Cost, used as a basis for payment mean
salaries and wages (basic and incentive) pad to all personnel
engaged directly on the Project. including, but not limited
ro, engineers. architects, surveyors. designers, draftsmen,
specification writers. estimators. other technical personnel.
stenographers. typists and clerks: but does not include indi.
rect payroll related costs or fringe benefits. For the purposes
of this Agreement the principals of ENGINEER and their
hourly Direct Labor Costs are:
4.4. The Payroll Costs used as a basis for payment mean
salaries and wages Ibasic and incentive) pad to all personnel
engaged directly on the Project. including, but not limited
of ____ pages
to. engineers, architects, surveyors. desie -s. draftsmen.
specification writers, estimators, other technical per ternary
stenographers, typists and clerks: plus the cost of customary
and statutory benefits including, ul nor limited to. social
security contributions- unemployment, excise and payroll
taxes. workers compensation. applicable health anretthirement e me
fits, sick leave. vacation and holiday pay
Far the purposes of this Agreement. the principals of ENGI-
NEER and then hourly Payroll Costs are: —
The amouOf customary and stamlory benefits of all other
nt
Personnel will be considered equal In < of salaries and
wages.
4.5. Reimbursable Expenses mean the actual expenses in-
curred directly or indirectly in connection with the Project
for: tlansporialion and subsstence incidental thereto: ob-
taining bids or proposals from Contractodsl: furnishings and
maintaining field office facilities: subsistence and transpor-
tation of Resident Project Representatives and their assis-
tants: toll telephone calls and telegrams: reproduction of Re.
ports. Drawings. Specifications. and similar Project -related
Items In addition to those regca d under Section I'. expenses
ues and. ifauthOflzed In
of photographic NER cuoen modulin enwork requiring h gher than
advance by O
regular rates. Where compensation for Basic Services is on
the basis of Direct Labor Casts or Payroll Costs times a
factor. Reimbursable Expenses shall include the amount
billed to�ENGINEER by special consultants employed by
ENGINEER (other than as an authorized Additional Service
under Section '_I for such consultants' services and ftelm
bursable Expenses times a factor of — . and shall also
include expenses incurred orcomputertime aallot herhig 0)
specialized equipment. including an appropriate charge f
previously established programs and expenses of photo
graphic production techniques times a factor of ---
SECTION 5-1fISCELLANEOUS
probable Project Cost an instruction Cost provided for
herein are to be made o,,e basis of his experience and
qualifications and represent his best judgment as an experi-
enced and qualified professional engineer, familiar with the
guarantee
that
industry;
or acctER camil and tual Project of Constitute -
Iran guarantee that Proposals.
par Cost will not vary from opinions of probable cost Phase
pared by him. If prior r a the Bidding or Negotiating Phase
OWNER wishes greater assurance as to Protect or Construc-
tion Cost he shall employ an independent cost estimator as
provided in paragraph 3.2. Engineering services to modify
;he Comract Documents to bring the Construction Cost
within any limitation established by OWNER will be consid-
ered Additional Services and paid for as such by OWNER,
5.1, Reuseof Documents.
.All documents including Drawings and Specifications pre-
pared by ENGINEER pursuant to this .Agreement are instru-
ments of service in respect of the Project. They are not
intended or represented to be suitable for reuse by OWNER
or others on extensions of the project or on any other project.
Any «use without written verification or adaptation by EN-
GINEER for the specific purposes intended will be at
OWNER s vole risk and without liability or legal exposure
to ENGINEER and OWNER shall ndemndyand hold harm-
less ENGINEER from all claims, damages. losses and ex-
penses including aro; ne)s fees arising out of or resulting
therefrom. Any such vtnfication or adaptation will entitle
uENGINEER to further pon by OWNER and ENGINEER. compensation at taus to be agreed
5.2. Opinions of Cost.
Since ENGINEER has no control over the cast of laoor.
materials. equipment or services furnished by others. or over
the Contractual, methods of determining prices. or over
competitive bidding or market conditions. his opinions of
5,5. Late Payment.
ICOWNER fails to make any payment due ENGINEER for
services and expenses within sixty daYs after receipt of EN -
GIN EER's bill -therefor. the amounts due ENGINEER shall
include a charge at the rate of 1% per month from said sixtieth
day, and in addition. ENGINEER maaft` given Seveders
days written notice to OWNER. suspend
Agreement until he has been paid in full all amounts due him
for services and expenses.
5.4. Termination.
The obligation to provide further services under this en days'
men[ may be terminated by either party po
written notice in the event of substantial failure by the Or her
Party to perform in accordance wihe terms h<rcofthrough
th t
nu fault of the terminating party. In the event of any termi-
nation. ENGINEER will be paid for all services rendered to
the date of termination, all Reimbursable Expenses and ter-
mination ex Penses.
5.5. Successors and Assigns-
5 5.1. OWNER and ENGINEER each binds himself and
his partners. successors. executors, adnannit mrs, assigns
and legal representatives to the other party of this Agreement
and to the Pannersal . successors. executors. other administratorsPans. in
respect tonall lcavenants.sagreementsfandobligations of this
Agreement.
5.5+_ Neither OWNER not ENGINEER shall assign.sub
-
let or transfer any rights under or interest in (including, but
without limitation, moneys that may become due or moneys
that are duel this Agreement without the written consent of
the other. except as stated in paragraph 5.S 1 and except to
the extent that the effect of this limitation may be restricted
by law. Unless speafically stated to the contrary is any
wrinen consent to an assignment. no assignment will release
or discharge the assignor frohmm untanyamedd-ts la his or responsibility
under this Agreement g ` independent
shallprevent ENGINEERfromemploy(n such g
consultants. associates and subcontractors as he may deem
appropriate to assist him in the performance of services here-
under.
m give anyg
s A3. Nothing herein shall be construed rihts
or benefits hereunder to anyone other than OWNER and
ENGINEER.
Page ___of --- pages
5.6. ,arbitration.
5.6.f.- All claims, counterclaims. dispue and other matters
in question between the panics hereto arising out of or relal-
ing to this Agreement or the breach Ihereof will be decided
by arbitration in accordance with the Construction Industry
Arbitration Rules of the American Arbitration Association
then obtaining. subject to the limitations and restrictions
stated in paragraphs 5.6.3 and 5.6.4 below. This agreement
so to arbitrate and any other agreement orconsent to arbitrate
entered into in accordance herewith as provided in this para-
graph s,6 will be specifically enforceable under the prevailing
arbitration law of any court having jurisdiction.
5.6,s Notice of demand for arbitration most be filed in
writing with the other panics to this Agreement and with the
American Arbitration Association. The demand must be
made within a reasonable time after the claim. dispute or
other matter in question has arisen. In no event may the
demand for arbitration be made after institution of legal or
equitable proceedings based on such claim, dispute or other
matter in question would be barred by the applicable statute
of limitations.
S6 3 All demande for arbitration and all answering state-
-.enrs thereto wht h include any monetary claim must con -
am a .tatemem that the total sum or value in controversy
as allege by the pany making such demand or answering
statement is not more than $200.000 iexclusive of interest
and costsl. The arbitrators will not have jurisdiction. power
or authority to consider. or make findings iexcept in denial
oftheirownjunsdiction icerningany claim. counterclaim.
dispute or other mane__ question where the amount in
controversy thereof is more than $200.000 ("elusive of in-
terest and costs) or to render a monetary award in response
thereto against any pany which totals more than 5200.000
exclusive of interest and costsl.
5.6A. No arbitration arising out of, or relating to. this
Agreement may include. by consolidation. joinder or in any
other manner. any person or entity who is not a party to this
Agreement.
5.6.5. By written consent signed by all the parties to this
Agreement and containing a specific reference hereto. the
limitations and restrictions contained in paragraphs 5.is I and
5.6.4 may be waived in whole or in pan as to any claim
counterclaim. dispute or other matter specifically described
in such consent. No consent to arbitration in respect of a
specifically described claim, counterclaim. dispute or other
matter in question will constitute consent to arbitrate any
other claim. counterclaim. dispute or other matter in q uestion
w hich is not specifically described in such cones nt or m w hich
the sum or value in controversy exceeds i'110.000 axclmtve
of interest and costs) or which is with any pany not specifi-
cally described therein.
56.6. The .wand rendered by the arbitrators wdl he )roil.
not subject to appeal and judgment may be entered upon it
in any coup having jurisdiction thereof.
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