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HomeMy WebLinkAboutResolution - 5814 - Contract-Fanning Fanning & Associates Inc-Banquet Hall & Auditorium Stage Lights - 04_09_1998RESOLUTION N0.5814 Item #24 April 9, 1998 RESOLUTION BE IT RESOLVED BY TBE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract, attached herewith, by and between the City of Lubbock and Fanning Fanning and Associates, Inc. and any associated documents, for engineering services for banquet hall and auditorium stage lightning, which Contract shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 9th ATTEST: (6"1; "J-t( Ka 'e Darnell, City Secretary APPROVED AS TO CONTENT: jztbA �"o(—A— Victor Kilman, Pur asing Manager APPROVED AS TO FORM: G. Vandiver, First gs/ccdoc sTanning & Fanning.res 03/31M day of April 1 1998. Attorney / I , RESOLUTION NO' r Fanning Item #24 =_ Fanning dArd1 9, 1998 — — Associates, Inc. C o n s u l t i n g E n g i n e e r s 2555 74th Lubbock, TX 79423 806 745-2533 October 30, 1997 Mr. John James Technical Coordinator Civic Center / Auditorium 15016th Street Lubbock, Texas 79401 Re: Banquet Hall and Municipal Auditorium Stage Lighting City of Lubbock Dear Mr. James: Transmitted herewith are 5 copies of the contract for the above reference project. Please execute the contract and return signed copy back to us. Thank you. A. Fanning, President JAF:gpa Fax 806-745-3596 E-mail: fanning@onramp.net • http://rampages.onramp.net/-fanning Fanning Fanning and Associates, C o n s u l t i n g inc. E n g i n e e r s 2555 74th Lubbock. TX 79423 806 745-2533 October 30, 1997 Mr. John James Technical Coordinator Civic Center / Auditorium 15016th Street Lubbock, Texas 79401 Re: Banquet Hall and Municipal Auditorium Stage Lighting City of Lubbock Dear Mr. James: We propose to render professional consulting engineering services in connection with the Banquet Hall and Municipal Auditorium Stage Lighting thereafter called the "Project". You are expected to furnish us with full information as to your requirements including any special or extraordinary considerations for the Project or special services needed, and also to make available all pertinent existing data Our services will consist of the following: 1. Site investigations as required to gather necessary information. 2. Design of new dimming and control system for the Banquet Hall with circuits for additional lights on a new light truss, along with modifications to the existing lighting system, and installation of CCTV camera and monitor system. 3. Design of additional dimmer rack for the Auditorium stage with additional circuits and connector strips for stage lighting and reconnection of all stage circuits. Also included is a new control position (with associated millwork) at the back of the auditorium and new truss in the auditorium for new lighting instruments. Also included is relighting of the property room and design of room partitions to enclose the dimmer rack. 4. Drawings and Specifications suitable for bidding 5. Assistance in bidding 6. Checking Submittals and Shop Drawings. 7. Checking pay requests 9. Construction inspections and assistance 9. As -Built Drawings You will pay for our Basic Services a total of $17,510.00 as transmitted to you on October 10, 1997 letter which is attached. Reimbursable Expenses incurred in connection Kith all Basic and Additional Services will be charged on the basis of actual cost. We will bill you monthly for services and Reimbursable Expenses. The above financial arrangements are on the basis of prompt payment and our bills and the orderly and continuous progress of the Project through construction. We would expect to start our services promptly as mutually agreed upon after receipt of your acceptance of this proposal. Fax 806-745-3596 E-mail: fanning@onramp.net • http://rampages.onremp.netl-fanning ff there are protracted delays for reasons beyond our control, if construction is not started within the period of time after completion of our final Drawings and Specifications indicated in General Provisions, we would expect to negotiate with you an equitable adjustment of our compensation taking into consideration the impact of such delay. It is necessary that you advise us in writing at any early date if you have budgetary limitations for Total Project Costs or Construction Cost. We must accept any such limitation as being realistic and will then endeavor to work within those limitations. If you request, we will submit to your periodically during the design phase of our services our opinions as to the probability of completing within your budget and, where appropriate, request an adjustment in the budget or a revision in the extent or quality of the Project. We do not guarantee that our opinions will not differ materially from negotiated prices or bids. If you wish greater assurance as to probable Construction Cost or if you wish formal estimates, we will provide detail cost estimate. Services are to be rendered in the customary phases which, together with the general understandings applicable to our relationship with you, are set forth in the printed General Provisions thereto which are attached to and make a part of this proposal. Your particular responsibilities are also set forth in the General Provisions. This proposal, the General Provisions consisting of 9 pages and thereto represent the entire understanding between you and us in respect of the Project and may only be modified in writing signed by both of us. If it satisfactorily sets forth your understanding of our agreement, we would appreciate your signing the enclosed copy of this letter in the space provided below and returning it to us. Accepted this 9 th day of - p,�i At .�,19 98 By Windy Darnell, City Secretary Enclosure: General Provision Very truly By APPOOVED AS TO CONTENT: TOMMY GONIALEZ,oCITIC'SERVICES DIRECTOR APPROVED AS TO FOR 64CMY SIMS, 4J.,4fTY AJPTORNEY Source: Standard Form of Letter Agreement Between Owner & Engineer for Professional Services Engineer's Joint Contract Documents Committee Form EJCDCNO 1910-2 October 10, 1997 Mr. John James Technical Coordinator Civic Center / Auditorium 1501 a Street Lubbock, Texas 79401 Fanning Fanning and — Associates, inc. C o n s u l t i n g E n g i n e e r s 2555 74th Lubbock. TX 79423 806 745-2533 Subject: Banquet Hall and Municipal Auditorium Stage Lighting City of Lubbock Dear John: We are pleased to offer Engineering Services for the subject project. It is my understanding that thescope of the work includes the following: 1. Site investigations as required to gather necessary information 2. Design of new dimming and control system for the Banquet Hall with circuits for additional lights on a new light truss, along with modifications to the existing lighting system, and installation of CCTV camera and monitor system. 3. Design of additional dimmer rack for the Auditorium stage with additional circuits and connector strips for stage lighting and reconnection of all stage circuits. Also included is a new control position (with associated millwork) at the back of the auditorium and new truss in the auditorium for new lighting instruments. Also included is relighting of the property room and design of room partitions to enclose the dimmer rack. 4. Drawings and Specifications suitable for bidding 5. Assistance in bidding 6. Checking Submittals and Shop Drawings 7. Checking pay requests 8. Construction inspections and assistance 9. As Built Drawings For this scope of work, we propose a fee of $17,510.00 as follows Auditorium Lighting Banquet Hall Totals Design Phase $9,730.00 $4,400.00 $14,130.00 Bidding Phase $710.00 $350.00 $ 1,060.00 Construction Phase $1,280.00 $1,040.00 $ 2,320.00 Totals $11,720.00 $5,790.00 $17,610.00 Fax 806-745-3596 E-mail: fanning@onramp.net • http://rampages.or.ramp.net/-fannina This fee does not include reproduction costs for distribution of the contract documents. Additional services are available at the hourly rates shown on the attached Schedule. We appreciate the opportunity to work with the City on this project and are excited to work with you. If you have any questions about the proposal, please call me at 745-2533_ . Sincerely, Fanning, Fanning & Assocy Inc z hn A. Fanning, Vice President GENERAL PROVISIONS Attached to and made a part of LETTER AGREE- MENT, dated nrtohPr 3n , 19:_gLbetween City of Lubbock (OWNER) and Fanning.Fannin_R nr _ 1nr(ENGINEER) in respect of the Project described therein. SECTION 1—BASIC SERVICES OF ENGINEER 1.1. General. 1.1.1. ENGINEER shall perform for OWNER profes- sional engineering services in all phases of the Project to which this Agreement applies as hereinafter pro- vided. These services will include serving as OWNER's professional engineering representative for the Project, providing professional engineering consultation and advice and furnishing customary civil, structural, mechanical and electrical engineering services and cus- tomary architectural services incidental thereto. 1.2. Study and Report Phase. After written authorization to proceed, ENGINEER shall: 1.2.1. Consult with OWNER to clarify and define OWNER's requirements for the Project and review available data. 1.2.2. Advise OWNER as to the necessity of OWN- ER's providing or obtaining from others data or ser- vices of the types described in paragraph 3.2, and assist OWNER in obtaining such data and services. 1.2.3. Identify and analyze requirements of govern- mental authorities having jurisdiction to approve the design of the Project and participate in consultations with such authorities. 1.2.4. Provide analyses of OWNER's needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 1.2.5. Provide a general economic analysis of OWN- ER's requirements applicable to various alternatives. 1.2.6. Prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropri- ate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to OWNER and settin_e forth ENGINEER's findings and recommendations. This Report will be accompanied by ENGINEER's opinion of probable costs for the Project, including the following which will be separately itemized: Construction Cost. allowance for engineering costs and contingencies, and (on the basis of information furnished by OWNER) allowances for such other items as charges of all other professionals and consultants, for the cost of land and rights -of -way, for compensation for or damages to prop- erties, for interest and financing charges and for other services to be provided by others for OWNER pursuant to paragraph 3.2. The total of all such costs, allowances. etc. are hereinafter called "Total Project Costs." 1.2.7. Furnish five copies of the Study and Report doc- uments and review them in person with OWNER. The duties and responsibilities of ENGINEER during the Study and Report Phase are amended and supple- mented as indicated in paragraph 2 of Exhibit A "Fur- ther Descriptions of Basic Engineering Services and Related Matters". 1.3. Preliminary Design Phase. After written authorization to proceed with the Prelim- inary Design Phase, ENGINEER shall: 1.3.1. In consultation with OWNER and on the basis of the accepted Study and Report documents, deter- mine the general scope, extent and character of the Project. 1.3.2. Prepare Preliminary Design documents consist- ing of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 1.3.3. Advise OWNER if additional data or services of the types described in the first subparagraph of para- graph 3.2 are necessary and assist OWNER in obtaining such data and services. 1.3.4. Based on the information contained in the pre- liminary design documents, submit a revised opinion of probable Total Project Costs. 1.3.5. Furnish five copies of the above Preliminary Design documents and present and review them in per- son with OWNER. The duties and responsibilities of ENGINEER during the Preliminary Design Phase are amended and sup- plemented as indicated in paragraph 3 of Exhibit A "Further Description of Basic Engineering Services and Related 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 documents and the revised opinion of probable Total Project Costs, prepare for incorporation in the Contract Documents final drawings to show the general scope, extent and character of the work to be furnished and performed by Contractor(s) (hereinafter called "Draw- ings") and Specifications (which will be prepared in conformance with the sixteen division format of the Construction Specifications Institute). 1.4.2. Provide technical criteria, written descriptions and design data for OWNER's use in filing applications for permits with or obtaining approvals of such gov- ernmental authorities as have jurisdiction to approve the design of the Project, and assist OWNER in con- sultations with appropriate authorities. 1.4.3. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by changes in general scope, extent or character or design requirements of the Project or Construction Costs. Fur- nish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifica- tions. 1.4.4. Prepare for review and approval by OWNER, its legal counsel and other advisors contract agreement forms, general conditions and supplementary condi- tions, and (where appropriate) bid forms, invitations to bid and instructions to bidders (all of which shall be consistent with the forms and pertinent guide sheets prepared by the Engineers' Joint Contract Documents Committee), and assist in the preparation of other related documents. 1.4.5. Furnish five copies of the above documents and of the Drawings and Specifications and present and review them in person with OWNER. The duties and responsibilities of ENGINEER during the Final Design Phase are amended and supplemented as indicated in paragraph 4 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". 1.5. Bidding or Negotiating Phase. After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall: 1.5. I. Assist OWNER in advertising for and obtaining bids or negotiating proposals for each separate prime contract for construction, materials, equipment and services; and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre -bid conferences and receive and process deposits for Bidding Documents. 1.5.2. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 1.5.3. Consult with and advise OWNER as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime con- tractor(s) (herein called "Contractor(s)") for those por- tions of the work as to which such acceptability is required by the Bidding Documents. 1.5.4. Consult with OWNER concerning and deter- mine the acceptability of substitute materials and equip- ment proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the Bidding Documents. 1.5.5. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or pro- posals and in assembling and awarding contracts for construction, materials, equipment and services. The duties and responsibilities of ENGINEER during the Bidding or Negotiating Phase are amended and supplemented as indicated in paragraph 5 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". 1.6. Construction Phase. During the Construction Phase: 1.6.1. General Administration of Construction Con- tract. ENGINEER shall consult with and advise OWNER and act as OWNER's representative as pro- vided in Articles 1 through 17, inclusive, of the Standard General Conditions of the Construction Contract, No. 1910-8 (1983 edition) of the Engineers' Joint Contract Documents Committee. The extent and limitations of the duties, responsibilities and authority of ENGI- NEER as assigned in said Standard General Conditions shall not be modified, except to the extent provided in paragraph 6 of Exhibit A "Further Description of Basic Engineering Services and Related Matters" and except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor(s) will be issued through ENGINEER who will have authority to act on 9 0 behalf of OWNER to the extent provided in said Stan- dard General Conditions except as otherwise provided in writing. 1.6.2. Visits to Site and Observation of Construction. In connection with observations of the work of Con- tractor(s) while it is in progress: 1.6.2.1. ENGINEER shall make visits to the site at intervals appropriate to the various stages of con- struction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor(s)' work. In addition, ENGI- NEER shall provide the services of a Resident Proj- ect Representative (and assistants as agreed) at the site to assist ENGINEER and to provide more con- tinuous observation of such work. Based on infor- mation obtained during such visits and on such obser- vations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. 1.6.2.2. The Resident Project Representative (and any assistants) will be ENGINEER's agent or employee and under ENGINEER's supervision. The duties and responsibilities of the Resident Project Representative (and assistants) are set forth in Exhibit B "Duties, Responsibilities and Limitation of Authority of Resident Project Representative". 1.6.2.3. The purpose of ENGINEER's visits to and representation by the Resident Project Repre- sentative (and assistants, if any) at the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken- by ENGINEER during the Construction Phase, and, in addition, by exercise of ENGINEER's efforts as an experienced and qualified design professional, to pro- vide for OWNER a greater degree of confidence that the completed work of Contractor(s) will conform generally to the Contract Documents and that the integrity of the design concept as reflected in the Contract Documents has been implemented and pre- served by Contractor(s). On the other hand, ENGI- NEER shall not, during such visits or as a result of such observations of Contractor(s)' work in progress, supervise, direct or have control over Contractor(s)' work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) orfor any failure of Contractor(s) to comply with laws, rules, .iregula- tions, ordinances, codes or orders applicable to Con- tractor(s) furnishing and performing their work. Accordingly, ENGINEER can neither guarantee the performance of the construction contracts by Con- tractor(s) nor assume responsibility for Contrac- tor(s)' failure to furnish and perform their work in accordance with the Contract Documents. 1.6.3. Defective Work. During such visits and on the basis of such observations, ENGINEER may disap- prove of or reject Contractor(s)' work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms gen- erally to the Contract Documents or that it will preju- dice the integrity of the design concept of the Project as reflected in the Contract Documents. 1.6.4. Interpretations and Clarifications. ENGINEER shall issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare work directive changes and change orders as required. 1.6.5. Shop Drawings. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings (as that term is defined in the aforesaid Standard General Conditions), samples and other data which Contractor(s) are required to submit, but only for conformance with the design concept of the Project and compliance with the information given in the Con- tract Documents. Such reviews and approvals or other action shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 1.6.6. Substitutes. ENGINEER shall evaluate and determine the acceptability of substitute materials and equipment proposed by Contractor(s), but subject to the provision of the second subparagraph of paragraph 2.1.2. 1.6.7. Inspections and Tests. ENGINEER shall have authority, as OWNER's representative, to require spe- cial inspection or testing of the work, and shall receive and review all certificates of inspections, testings and approvals required by laws, rules, regulations, ordi- nances, codes, orders or the Contract Documents (but only to determine generally that their content complies with the requirements of, and the results certified indi- cate compliance with, the Contract Documents). 1.6.8. Disputes between OWNER and Contractor. ENGINEER shall act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make deci- sions on all claims of OWNER and Contractor(s) relat- ing to the acceptability of the work or the interpretation 10 of the requirements of the Contract Documents per- taining to the execution and progress of the work. ENGINEER shall not be liable for the results of any such interpretations or decisions rendered in good faith. 1.6.9. Applications for Payment. Based on ENGI- NEER's on -site observations as an experienced and qualified design professional, on information provided by the Resident Project Representative and on review of applications for payment and the accompanying data and schedules: 1.6.9.1. ENGINEER shall determine the amounts owing to Contractor(s) and recommend in writing payments to Contractor(s) in such amounts. Such recommendations of payment will constitute a rep- resentation to OWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of ENGINEER's knowledge, information and belief, the quality of such work is generally in accordance with the Con- tract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Sub- stantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation). In the case of unit price work, ENGINEER's rec- ommendations of payment will include final deter- minations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). 1.6.9.2. By recommending any payment ENGI- NEER will not thereby be deemed to have repre- sented that exhaustive, continuous or detailed reviews or examinations have been made by ENGINEER to check the quality or quantity of Contractor(s)' work 'as it is furnished and performed beyond the respon- sibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. ENGI- NEER'S review of Contractor(s)' work for the pur- poses of recommending payments will not impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, tech- niques, sequences, or procedures of construction or safety precautions or programs incident thereto or Contractor(s) compliance with laws, rules, regula- tions, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes any Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed_ toOWNER free and clear of any lien, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Con- tractor that might affect the amount that should be paid. 1.6.10. Contractor(s)' Completion Documents. ENGI- NEER shall receive and review maintenance and oper- ating instructions, schedules, guarantees, bonds and certificates of inspection, tests and approvals which are to be assembled by Contractor(s) in accordance with the Contract Documents (but such review will only be to determine that their content complies with the requirements of, and in the case of certificates of inspec- tion, tests and approvals the results certified indicate compliance with, the Contract Documents); and shall transmit them to OWNER with written comments. 1.6.11. Inspections. ENGINEER shall conduct an inspection to determine if the work is substantially complete and a final inspection to determine if the com- pleted work is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor(s) and may give written notice to OWNER and the Con- tractor(s) that the work is acceptable (subject to any conditions therein expressed), but any such recom- mendation and notice will be subject to the limitations expressed in paragraph 1.6.9.2. 1.6.12. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any subcontractor or supplier, or any of the Contractor(s)' or subcontractor's or supplier's agents or employees or any other persons (except ENGINEER's own employees and agents) at the site or otherwise furnishing or performing any of the Con- tractor(s)' work; however, nothing contained in para- graphs 1.6.1 thru 1.6.11, inclusive, shall be construed to release ENGINEER from liability for failure to prop- erly perform duties and responsibilities assumed by ENGINEER in the Contract Documents. 1.7. Operational Phase. During Operational Phase, ENGINEER shall, when requested by OWNER: 1.7.1. Provide assistance in the closing of any financial or related transaction for the Project. 1.7.2. Provide assistance in connection with the refin- ing and adjusting of any equipment or system. 1.7.3. Assist OWNER in training OWNER's staff to operate and maintain the Project. 1.7.4. Assist OWNER in developing systems and pro- cedures for control of the operation and maintenance of and record keeping for the Project. 1.7.5. Prepare a set of reproducible record prints of Drawings showing those changes made during the con- struction process, based on the marked -up prints, draw- ings and other data furnished by Contractor(s) to ENGI- NEER and which ENGINEER considers significant. 1.7.6. In company with OWNER, visit the Project to observe any apparent defects in the completed con- struction, assist OWNER in consultations and discus- sions with Contractor(s) concerning correction of such deficiencies, and make recommendations as to replace- ment or correction of defective work. The duties and responsibilities of ENGINEER during the Operational Phase are amended and supplemented as indicated in paragraph 7 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". SECTION 2—ADDITIONAL SERVICES OF ENGINEER 2.1. Normal and customary engineering services do not include service in respect of the following categories of work which are usually referred to as Additional Services. 2.1.1. If OWNER wishes ENGINEER to perform any of the following Additional Services, OWNER shall so instruct ENGINEER in writing, and ENGI- NEER shall perform or obtain from others such ser- vices and will be paid therefor as provided in the Letter Agreement: —Preparation of applications and supporting docu- ments for governmental financial support of the Project in addition to those required under Basic Services; preparation or review of environmental studies and related services; and assistance in obtaining environmental approvals. —Services to make measured drawings of or to inves- tigate existing conditions or facilities. —Services resulting from significant changes in the general scope, extent or character of the Project or major changes in documentation previously accepted by OWNER where changes are due to causes beyond ENGINEER's control. —Providing renderings or models. —Preparing documents for alternate bids requested by OWNER for work which is not executed or for out -of -sequence work. —Detailed consideration of operations, maintenance and overhead expenses; value engineering and the preparation of rate schedules, earnings and expense statements, cash flow and economic evaluations, feasibility studies, appraisals and valuations. —Furnishing the services of independent profes- sional associates or consultants for other than Basic Services. —If ENGINEER's compensation for Basic Services is not on the basis of Direct Labor or Salary Costs. services resulting from the award of more than one prime contract for construction, materials, equip- ment or services for the Project, or from the con- struction contract containing cost plus or incen- tive -savings provisions for Contractor's basic compensation, or from arranging for performance by persons other than the principal prime contrac- tors or from administering OWNER's contracts for such services. —Services in connection with field surveys for design purposes and engineering surveys and staking out the work of Contractor(s). —Services during out-of-town travel other than visits to the site. —Preparation of operating and maintenance manuals to supplement Basic Services under paragraph 1.7.3. —Preparing to serve or serving as a consultant or witness in any litigation, arbitration or other legal or administrative proceeding except where required as part of Basic Services. 2.1.2. When required by the Contract Documents in circumstances beyond ENGINEER's control, ENGINEER shall perform or obtain from others any of the following Additional Services as circumstances require during construction and without waiting for specific instructions from OWNER, and ENGI- NEER will be paid therefor as provided in the Letter Agreement: —Services in connection with work directive changes and change orders to reflect the changes requested by OWNER if the resulting change in compensa- tion for Basic Services is not commensurate with the additional services rendered. —Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitutions proposed by Contractor(s); services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor; and evaluating an unreasonable or extensive number of claims submitted by Con- tractor(s) or others in connection with the work. —Services resulting from significant delays, changes or price increases occurring as a direct or indirect 12 result of material, equipment or energy shortages. —Additional or extended services during construc- tion made necessary by (1) work damage by fire or other causes during construction, (2) a signifi- cant amount of defective or neglected work of any Contractor, (3) acceleration of the progress sched- ule involving services beyond normal working hours, (4) default by any Contractor. SECTION 3—OWNER'S RESPONSIBILITIES 3.1. OWNER shall provide all criteria and full infor- mation as to OWNER's requirements for the Project; designate a person to act with authority on OWNER's behalf in respect of all aspects of the Project; examine and respond promptly to ENGINEER's submissions; and give prompt written notice to ENGINEER when- ever OWNER observes or otherwise becomes aware of any defect in the work. 3.2. OWNER shall also do the following and pay all costs incident thereto: —Furnish to ENGINEER borings, probings and sub- surface explorations, hydrographic surveys, labo- ratory tests and inspections of samples, materials and equipment; appropriate professional interpre- tations of all of the foregoing, environmental assess- ment and impact statements; property, boundary, easement, right-of-way, topographic and utility sur- veys; property descriptions; zoning and deed restric- tions; all of which ENGINEER may rely upon in performing services hereunder. —Guarantee access to and make all provisions for ENGINEER to enter upon public and private prop- erty. —Provide such legal, accounting, independent cost estimating and insurance counseling services as may be required for the Project, any auditing service required in respect of Contractor(s)' applications for payment, and any inspection services to determine if Contractor(s) are performing the work legally. —Provide engineering surveys to establish reference points for construction. --Furnish approvals and permits from all governmental authorities having jurisdiction over the Project. —If more than one prime contractor is to be awarded for construction, designate a party to have respon- sibility and authority for coordinating the activities of the various prime contractors. 3.3. OWNER shall pay all costs incident to obtaining — bids or proposals from Contractor(s). SECTION 4—MEANING OF TERMS 4..1. As used herein the term "this Agreement" refers to the Letter Agreement to which these General Pro- visions are attached and to these General Provisions, Exhibit A "Further Description of Basic Engineering Services and Related Matters" and Exhibit B "Duties, Responsibilities and Limitations of Authority of Resi- dent Project Representative", as if they were part of one and the same document. 4.2. The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER's compensation and expenses, the cost of land, rights -of -way, or compensation for or dam- ages to, properties unless this Agreement so specifies, nor will it include OWNER's legal, accounting, insur- ance counseling or auditing services, or interest and financing charges incurred in connection with the Proj- ect or the cost of other services to be provided by others to OWNER pursuant to paragraph 3.2. [Construction Cost is one of the items comprising Total Project Costs which is defined in paragraph 1.2.6.] 4.3. Direct Labor Costs used as a basis for payment mean salaries and wages (basic and incentive) paid to all ENGINEER's personnel engaged directly on the Project, including, but not limited to, engineers, archi- tects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business per- sonnel; but does not include indirect payroll related costs or fringe benefits. For the purposes of this Agree- ment the principals of ENGINEER and their current hourly Direct Labor Costs are: Total Fees $17,510.00 The hourly Direct Labor Costs of principals of ENGI- NEER will be adjusted equitably to reflect changes in personnel and in ENGINEER's overall compensation procedures and practices. 4.4: The Salary Costs used as a basis for payment mean salaries and wages (basic and incentive) paid to all ENGINEER's personnel engaged directly on the Proj- ect, including, but not limited to, engineers, architects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business personnel; plus the cost of customary and statutory benefits including, but not limited to, social security contributions, unem- 13 ployment, excise and payroll taxes, workers' compen- sation, health and retirement benefits, sick leave, vaca- tion and holiday pay and other group benefits. For the purposes of this Agreement, the principals of ENGI- NEER and their current hourly Salary Costs are: Total Fees $17,510.00 The hourly Salary Costs of principals of ENGINEER will be adjusted equitably to reflect changes in person- nel and in ENGINEER's overall compensation pro- cedures and practices. 4.5. Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER's indepen- dent professional associates or consultants directly or indirectly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; obtaining bids or proposals from Contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assis- tants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding Docu- ments and similar Project -related items in addition to those required under Section 1; and if authorized in advance by OWNER, overtime work requiring higher than regular rates. In addition, when compensation for Basic Services is on the basis of cost plus a fixed fee, Direct Labor Costs or Payroll Costs method of pay- ment, if authorized in advance by OWNER, Reim- bursable Expenses will also include expenses incurred for computer time and other highly specialized equip- ment, including an appropriate charge for previously established programs and expenses of photographic production techniques times a factor of SECTION 5—MISCELLANEOUS 5.1. Reuse of Documents. All documents including Drawings and Specifications prepared or furnished by ENGINEER (and ENGI- NEER'S independent professional associates and con- sultants) pursuant to this Agreement are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any reuse without written verifica- tion or adaptation by ENGINEER for the specific pur- pose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, or to ENGI- NEER's independent professional associates or con- sultants, and OWNER shall indemnify and hold harm- less ENGINEER and ENGINEER's independent professional associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verifi- cation or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 5.2. Opinions of Cost. Since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods of determining prices, or over competitive bidding or market conditions, ENGINEER's opinions of probable Total Project Costs and Construction Cost provided for herein are to be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best judg- ment as an experienced and qualified professional engi- neer, familiar with the construction industry; but ENGINEER cannot and does not guarantee that pro- posals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER. If prior to the Bidding or Negotiating Phase OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.2. ENGINEER's services to modify the Contract Documents to bring the Construction Cost within any limitation established by OWNER will be considered Additional Services and paid for as such by OWNER. 5.3. Other Provisions Concerning Payments. If OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after receipt of ENGINEER's statement therefor, the amounts due ENGINEER will be increased at the rate of 1% per month from said thirtieth day, and in addition, ENGI- NEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses and charges. 5.4. Termination. The obligation to provide further services under this Agreement may be terminated by either party upon 14 seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In the event of any termination, ENGINEER will be paid for all services rendered to the date of termination, all Reimbursable Expenses and termina- tion expenses. 5.5. Controlling Law. This Agreement is to be governed by the law of the principal place of business of ENGINEER. 5.6. Successors and Assigns. 5.6.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 5.6.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal repre- sentatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 5.6.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (includ- ing, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing con- tained in this paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. \aother ecided by arbitration in accordance with the ction Industry Arbitration Rules of the Amer- itration Association then obtaining, subject t tations and restrictions stated in paragrap d 5.7.4 below. This agreement so to arbit e other agreement or consent to arbitrate ente d ccordance herewith as provided in thisp ra- 7 will be specifically enforceable under the law of any court having jurisdiction. 5.7.2. No ' of demand for arbitration must a filed in writing th the other parties to this Agree nt and with the Am 'can Arbitration Association. Th demand must be mad within a reasonable time after a claim, dispute or oth r matter in question has ari en. In no event may the mand for arbitration be m e after the date when instit tion of legal or equitable roceedings based on such cla , dispute or other mat r in question would be barred b the applicable status f limitations. 5.7.3. All demands for arbitration a all answering statements thereto hich include an monetary claim must contain a state ent that the to al sum or value in controversy as alleged y the party along such demand or answering stateme t is not ore than $200,000 (exclusive of interest an costs); d the arbitrators will not have jurisdiction, p wer o authority to render a monetary award in respo se t reto against any party which totals more than $ (exclusive of interest and costs). The arbitrator ill not have jurisdiction, power or authority to consi r, or make findings (except in denial of their own jurisd' ion) concerning any claim, counterclaim, dispute or o matter in question where the amount in controver o ny such claim, counter- claim, dispute or matte is in re than $200,000 (exclu- sive of interest and co ts). 5.7.4. No arbitratio arising o of, or relating to, this Agreement may in ude, by co solidation, joinder or in any other mann r, any person or entity who is not a party to this Agr ement. 5.7.5. By writ n consent signed by all the parties to 5.6.3. Nothing under this Agreement shall be con- this Agreemen and containing a spe ific reference hereto, strued to give any rights or benefits in this Agreement the l/dn tion and restrictions con ained in paragraphs to anyone other than OWNER and ENGINEER, and 5.7.5.7.4 may be waived in ole or in part as to all duties and responsibilities undertaken pursuant to any , ounterclaim, dispute o other matter spe- this Agreement will be for the sole and exclusive benefit cificcribed in such consent. o consent to arbi- of OWNER and ENGINEER and not for the benefit tratirespect of a specifically described claim, Of any other party. couim, dispute or other matt in question will conconsent to arbitrate any of er claim, coun- 5.7. Arbitration. tercdispute or other matter in q estion which is not cally described in such cons nt or in which 5.7.1. All -alai countercl ms, disputes and other the or value in controversy exc eds $200,000 matters in question betwe arties hereto arising_ (excof interest and costs) or whi is with any out of or relating to this reementort ch thereof partspecifically described therein. 15 5. award re red by the arbitrators will be final, judgmen be entered upon it in any court having jursidicti f. and will not be subject to, modification appeal except to t e e'ittettt permitted by Section 0 and 11 of the Federal Arbitration Act (9 U.S.C. 10, 11). (The remainder of this page was left blank intentionally.) 16