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Home My WebLink AboutDesign Learned Inc ELIZABETH A. NEVILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hail, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 923 OF 2004 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 28, 2004: RESOLVED that the Town Board of the Town of Southold hereby retains Design Learned~ Inc. to provide architectural and engineering services in connection with the construction of a new Town animal shelter, at a cost not to exceed $180,000.00, pursuant to the revised proposal dated December 21, 2004, and be it further RESOLVED that the Town Board of the Town of Southold authorizes and directs Supervisor Joshua Y. Horton to execute the retainer agreement, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk PATRICIA A. FINNEGAN TOWN ATTORNEY patricia.finnegan@town.southold.ny.us KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kleran.corcoran@town.southold.ny.us LORI HULSE MONTEFU$CO ASSISTANT TOWN ATTORNEY lori.monte fusco@town.southold.ny.us OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD JOSHUA Y. HORTON Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 February 11, 2005 VIA FEDERAL EXPRESS Mr. C. Scott Learned, MS, PE, President Design Learned Inc. 116 Main Street Norwich, CT 06360 Re: Town of Southold Animal Shelter Dear Mr. Learned: Enclosed please find one fully executed Contract between the Town of Southold and Design Learned Inc. for the preparation of plans, construction specifications and bid documents, as well as construction supervision services, for construction of the new Town of Southold animal shelter. I have retained one fully executed counterpad in my office. We look forward to working with you. PAF/Ik Enclosure cc: Supervisor Joshua Y. Hodon (w/o encl.) V truly yours, wn Attorney Members of the Town Board (w/o encl.) Ms. Elizabeth Neville, Town Clerk (w/encl.) J Mr. Jamie Richter, Town Engineering Inspector (w/encl.) This document has important legal consequences: consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Law. STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by national Society of ~l ~l~g American Society Professional Engineers Protessinnal Engineers in Private Practice ~VVl of Civil Engineers PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE a practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN COUNCIL OF ENGINEERING COMPANIES AMERICAN SOCIETY OF CIVIL ENGINEERS EJCI)C E-SOO Standard Form of Agreement Beix~een Owner and Engineer for Professional Services Cop) right ,E,2002 National Societ) of Professional Engineers for EJCDC. All rights reserved. This Agreemem has been prepared for use with the Standard General Conditions of the Construction Contract (No. C-700, 2002 Edition) of the Engineers Joint Contract Documents Committee. Their provisions are interrelated, and a change in one ma3' necessitate a change in the other. For guidance on the completion and use of this Agreement, see EJCDC User's Guide to the Owner-Engineer Agreement, No. E-001, 2002 Edition. Copyright © 2004 National Socie~, of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 ww~ .nspc.or,.z American Council of Engineering Companies 1015 15th Street N.W.. Washington, DC 20005 (202) 347-7474 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 EJCDC E-S00 Standard Form of Agreement Benveen O~ner and Engineer for Professional Services Cope, right ,~,2002 National SocieD of Professional Engineers for EJCDC. All rights reserved. TABLE OF CONTENTS ARTICLE 1.01 RIICLE 2.01 ARTICLE 3.01 _~.0_ 1 - SFRVI£ ES ()F ENGINEFR .... 1 Scope ............................................................................................................................................. 1 2 - OWNER'S RESPONSIBILH'IES ............................................................................................. 2 Ge ~eral .......................................................................................................................................... 2 3 - SCHL"D[JI.E FOR RENDERING SERVICES ......................................................................... 2 Commencement ............................................................................................................................ 2 Time for £ ~ mpk:non .......................................... 2 RII(' l,[: 4 - INVOICES AND pA"~ ..... MEN[S ................................................................................................. 3 4.01 lmoices ...................................................................................................................................... 3 4.02 Pa3 mcnts ....................................................................................................................................... 3 ARTICI,E 5 - OPIN ONS OI: COST 5.01 Opinions ofProbab e Constrt ct on Cost 3 5.02 Opinions of Fotal Pro ect Ct sis ARTICLE 6.01 6.02 6.03 6.04 6.05 6.06 6.O7 6.08 6.09 6. I(I 6 - GENERAl. CONSII)ERATIONS ............................................................................................. 4 Stm~dards of Perlbnnance ............................................................................................................. 4 Use of Documents ......................................................................................................................... 5 Insurance ........................................................................................................................................ 6 Suspension and Temfinmion ......................................................................................................... 6 Conu'olling [.ax~ ............................................................................................................................ 8 Successors, Assigns, and Beneticiarics ........................................................................................ 8 Dispute Resolution ........................................................................................................................ 8 Environmental Condition of Site .................................................................................................. 9 [ndenmification and Mutual Waixer. ............................................................................................ 9 Miscellm~eous Pro\ isions ........................................................................................................... 1 l ARTICI.E 7 - Dt~I::INITIONS ......................................................................................................................... 11 7.01 )~' · '", . chncd I ~:nns ARTICI.E 8 - EXtfIBH S AN[) SPECIAL PROVISIONS ............................................................................ 13 8.01 Exhibits Included ........................................................................................................................ 13 8.02 Total Agreement .......................................................................................................................... 13 8.03 Designated Representatixcs ........................................................................................................ 14 EJCDC E-500 Standard Form of Agreement Between O~ner and Engineer for Professional Services Copyright,r.2002 National Sociew of Profess ona Engineers for EJCDC. All rights reserved. STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of Town of Southold. Near York Feb. ll 2005 ("Effective Date") between ("Owner") and Design Learned, Inc. ("Engineer"). The Ovmer has retained the Engineer to provide sen'ices necessary to prepare and complete Plans. Construction Specifications and Bid Documents as well as provide Construction Supervision Services for the construction of the New Southold Toxvn Animal Shelter. The new facility will be operated by the North Fork Animal Welfare League pursuant to an agreement with the Ox~ner. It shall be located immediately north of and adjacent to the existing Toxxn Shelter Facility which is located in the rear of the Toxin Highway Yard on Peconic Lane in Peconic. The new shelter facilit), will be approximately 8,000 sq. fl. The Engineer agrees to perform all services or cause its sub-consultants to perform all services specified within the x~ritten Request For Proposal under the general direction of the elected Town Board of the Town of Southold, The Animal Shelter Conunittee (designated b3 the Town Board of the Tox~a of Southold) and the Office of the Engineer for the Town of Southold. The Animal Shelter Committee consists of mo (2) Town Board members (Councilmen Bill Edwards and Tom Wickham) and the office of the~.Toxxm of Southold (Toxin Engineer, James Richter). ~'njtne_.er o1e ~ This contract is developed from the EJCDC standard. Appendices have been modified for the specific requirements, inclusions, and exclusions appropriate to this project. Items not relevant to this project have been removed. Oxxxter and Engineer agree as follows: ARTICLE 1 - SERVICES OF ENGINEER 1.01 Scope Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. Page I of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ,~2002 National Societ3 of Professional Engineers for EJCDC. All rights reserved. ARTICLE 2 - OWNER'S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein and in Exhibit B. B. Owner shall pay Engineer as set forth in Exhibit C. Owner shall be responsible for, and Engineer may rely upon. the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement. Engineer may use such requirements, programs~ instructions, reports, data~ and information in performing or furnishing services under this Agreement. ARTICLE 3 - SCHEDULE FOR RENDERING SERVICES 3.01 Commencemenl A. Engineer shall begin rendering services as of the Effective Date of the Agreement. 3.02 Time.for Completion Engineer shall complete its obligations in accordance with the project schedule which may be subject to revision based on the timing of construction or requests by the Ox~ner outside the original scope. If, through no fault of Engineer, periods of time or dates are changed, or the orderly and continuous progress of Engineer's sen, ices is impaired, or Engineer's services are delayed or suspended, then the time for completion of Engineer's selMces, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. If Ox~ner authorizes changes in the scope, extent, or character of the Project, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. Owner shall make decisions and can3' out its other responsibilities in a timely manner so as not to delay the Engineer's performance of its sen,ices. If Engineer fails, through its own fault, to complete the performance required in this Agreement within the time set forth, as duly adjusted, then Owner shall be entitled to the recovery of direct damages resulting from such failure. Page 2 of 15 EJCI)C E-SOO Standard Form of Agreement Between O~ner and Engineer for Professional Ser~5¢es Copyright ,C_,2002 National Society of Professional Engineers for EJCDC. All rights reserved. ARTICLE 4 - INVOICES AND PAYMENTS 4.01 Im,oices Preparation and Submittal of Invoices. Engineer shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit C. Engineer shall submit its invoices to Oxvner on a monthly basis. Invoices are due and payable within 30 days of receipt. 4.02 P~'menm A. Application to Interest and Principal. Payment will be credited first to any interest owed to Engineer and then to principal. Failure to Pa3'. If Owner fails to make an3.' payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice, then: amounts due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said due date: and Engineer ma3,, after giving seven days xwitten notice to Owner, suspend sen'ices under this Agreement until Owner has paid in full all amounts due for sexMces, expenses, and other related charges. Ox~ner waives any and all claims against Engineer for any such suspension. Disputed Invoices. If Owner contests an invoice, Owner may withhold only that portion so contested, and must pay the undisputed portion. ARTICLE 5 - OPINIONS OF COST 5.01 Opinions qf Probable Construction Cost Engineer's opinions of probable Construction Cost are to be made on the basis of Engineer's experience and qualifications and represent Engineer's best judgment as an experienced and qualified professional generally familiar with the construction industry. Hoxvever, since Engineer has no control over the cost of labor, materials~ equipment, or services fumished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost xvill not vary from opinions of probable Construction Cost prepared by Engineer. If O,~xter wishes greater assurance as to probable Construction Cost, Oxxner shall employ an independent cost estimator as provided in Exhibit B. Page 3 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ,~,2002 National Society of Professional Engineers for EJCDC. All rights reserved. 5.02 Opinions qf Total Project Costs The sen, ices, if any, of Engineer with respect to Total Project Costs shall be limited to assisting the Owner in collating the various cost categories which comprise Total Project Costs. Engineer assumes no responsibili~' for the accuracy of any opinions of Total Project Costs. ARTICLE 6 - GENERAL CONSIDERATIONS 6.01 Standards qf Performance The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's sen'ices. Ow~qer shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct any such deficiencies in technical accuracy without additional compensation except to the extent such corrective action is directly attributable to deficiencies in Owner-fitrnished information. Engineer may employ such Consultants as Engineer deems necessaD, to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. Subject to the standard of care set forth in Paragraph 6.01.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, special~' contractors, manufacturers, suppliers, and the publishers of technical standards. Engineer and Ox~xter shall comply with applicable Laxvs and Regulations and Ovmer- mandated standards that Owner has provided to Engineer in x~titing. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications to Oxxner's responsibilities or to Engineer's scope of services~ times of performance, and compensation. Engineer shall not be required to sign any documents, no matter by ~vhom requested, that would result in the Engineer having to certify, guarantee, or warrant the existence of conditions whose existence the Engineer cannot ascertain. O~er agrees not to make resolution of an), dispute with the Engineer or payment of any amount due to the Engineer in an)' way contingent upon the Engineer signing any such documents. The General Conditions for an)' construction contract docan~ents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Page 4 of 15 EJCDC E-500 Standard Form of Agreement Between O~ner and Engineer for Professional Seth'ices Cop)right 'E,2002 National Societ~ of Professional Engineers for EJCDC. All righ~ reserved. Engineers Joint Contract Documents Committee (No. C-700, 2002 Edition) unless both parties mutually agree to use other General Conditions by specific reference. Engineer shall not provide daily supervision, nor shall Engineer have authority over or responsibility for the sequences, or procedures of construction selected or used by Contractor, for security or safety at the Site. for safety precautions and programs incident the Contractor's work in progress, nor for any failure of Contractor to comply with Law,s and Regulations applicable to Contractor's furnishing and performing the Work. Engineer shall have an obligation to report any safety violations observed on site during construction. L Engineer neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform the Work in accordance with the Contra~t Documents. Engineer shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons (except Engineer's own employees and its Consultants) at the Site or otherwise fumishing or performing any Work; or for any decision made on interpretations or clarifications of the Contract Documents given by Owner without consultation and advice of Engineer. 6.02 /.,ge qfDocuments All Documents are instruments of service in respect to this Project, and Engineer shall retain an ovmership and property interest therein (including the copyright) whether or not the Project is completed. Owner shall not rely in an~r w'ay on any Document unless it is in printed form, signed or sealed by the Engineer or one of its Consultants. A pa~d may rely that data or intbrmation set forth on paper (also known as hard copies) that the part), receives fi.om the other part3.' by mail, hand delivery, or facsimile, are the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after xvhich the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-da3 acceptance period will be corrected by the party delivering the electronic files. When transferring documems in electronic media format, the transferring part), makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents' creator. Page .q of 15 EJCDC E-SOO Standard Form of Agreement Beix~een Owner and Engineer for Professional Services Copyright ~,2002 National Socie~' of Professiona Eng ricers for EJCDC. All rights reserved. Ox~T~er may make and retain copies of Documents for information and reference in connection v, ith use on the Project by Owner. Engineer grants Owner a license to use the Documents on the Project, extensions of the Project, and other projects of Owner. subject to the follow4ng limitations: (l)Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer. or for use or reuse by Owner or others on extensions of the Project or on any other project without written verification or adaptation by Engineer: (2)any such use or reuse, or any modification of the Documents. without wzinen verification, completion, or adaptation Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk an~t without liability or legal exposure to Engineer or to Engineer's Consultants: (3) Owner shall indemni~' and hold harmless Engineer and Engineer's Consultants from all claims. damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification without written verification, completion, or adaptation by Engineer; (4) such limited license to Owner shall not create any rights in third parties. If Engineer at Owner's request verifies or adapts the Documents for extensions of the Project or for any other project, then Ox~xter shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. 6. 03 Insurance Engineer and designated consultants shall procure and maintain insurance as set forth in Exhibit G, "Insurance." Engineer shall provide certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Engineer's services and at renewals thereafter during the life of the Agreement. At any time, Owner may request that Engineer or its Consultants, at Ox~ner's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Ow~ter, and Exhibit G will be supplemented to incorporate these requirements. 6.04 Suspension and Termination A. Suspension. By Oxvner: Owner may suspend the Project upon seven days written notice to Engineer. By Engineer: If Engineer's services are substantially delayed through no fault of Engineer, Engineer may, after giving seven days written notice to Owner, suspend sen'ices under this Agreement. Termination. The obligation to provide further sen, ices under this Agreement may be terminated: Page 6 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ,~,2002 National Society of Professional Engineers for EJCDC. All rights reserved. For cause, By either part)., upon 30 days xwitten notice in the event of substantial failure by the other part), to perform in accordance with the terms hereof through no fault of the terminating part)'. b. By Engineer: 1) upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional; or 2) upon seven days axitten notice if the Engineer's sen'ices for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer's control. 3) Engineer shall have no liability to Owner on account of such termination. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.B. 1 .a if the part)' receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such part), has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, a. By Owner effective upon Engineer's receipt of notice from Owner. Effective Date of Termination. The terminating part3.' under Paragraph 6.05.B ma? set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. Pa.¥ments Upon Termination. In the event of any termination under Paragraph 6.05, Engineer xvill be entitled to invoice O~er and to receive full payment for all services perfom~ed or furnished and all Reimbursable Expenses incurred through the effective date of termination. Page 7 of 15 EJCDC E-S00 Standard Form of Agreement Bemeen O~ner and Engineer for Professional Services Copyright ,~C, 2002 National Society of Professional Engineers for EJCDC. All rights reserved. Upon making such pasment, Owner shall have the limited right to the use of Documents, at Owner's sole risk, subject to the provisions of Paragraph 6.03.E. In the event of termination by Owner for convenience or bv Engineer for cause, Engineer shall be entitled, in addition to invoicing for tho~e items identified in Paragraph 6.05.D.1, to invoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer's Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.05 Controlling Lmv A. This Agreement is to be gox. emed by the lax,,, of the state in which the Project is located. 6.06 Successors, Assigns, and Beneficiaries Owner and Engineer are hereby bound and the partners, successors, executors. administrators and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.B the assigns of Owner and Engineer) are hereby bound to the other part)' to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants. agreements, and obligations of this Agreement. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that am due or ina)' become due) in this Agreement without the x,,qfitten consent of the other, except to the extent that an)' assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contraD' in any axitten consent to an assignment, no assignment will release or discharge the assignor from an), duty or responsibili~, under this Agreement. Unless expressly provided other~,ise in this Agreement: Nothing in this Agreement shall be construed to create, impose, or give rise to any duty ow'ed by Owner or Engineer to any Contractor, Contractor's subcontractor, supplier, other indMdual or entity, or to any sure~, for or employee of any of them. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Oaner and Engineer and not for the benefit of an)' other para..'. 6.07 Dispute Resolution Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights under law. Page 8 of 15 E.JCDC E-.-3~ Standard Form of Agreemen~ Between Owner and Engineer for Professional Services Copyright ~,2002 National Societ) of Professional Engineers for EJCDC. All rights reserved. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. 6.08 Environmental Condition qf Site Oxvner represents to Engineer that to the best of its knowledge no Constituents of Concern, other than those disclosed in ~xiting to Engineer~ exist at the Site. If Engineer encounters an undisclosed Constituent of Concern, then Engineer shall notify (1) Ox~mer and (2) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. It is acknowledged by both parties that Engineer's scope of services does not include any services related to Constituents of Concern. If Engineer or any other part), encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern. then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (l) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer's services under this Agreement, then the Engineer shall have the option of (l) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 30 days notice. Ox~er acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an "arranger," "operator," "generator." or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's actMties under 'this Agreement. 6.09 Indemnification and Mutual Waiver Indemnification by Engineer. To the fullest extent permitted by law. Engineer shall indenmif3.' and hold harmless Owner, and Owner's officers, directors, panners, agents, consultants, and employees from and against an3' and all claims, costs, losses, and damages (including but not limited to all tees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arisin~ out of Page 9 of 15 EJCDC E-500 Standard Form of Agreement Bei~veen Owner and Engineer for Professional Ser~4ces Copyright ,ff,2002 National Society of Professional Engineers for EJCDC. All rights reserved. or relating to the Project. provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to inju/-y to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer's officers, directors, partners, employees, or Consultants. The indenmification provision of the preceding sentence is subject to and limited bv the provisions agreed to by Owner and Engineer in Exhibit I, "Allocation of Risks," if a~y. Indemnification by Owner. To the fullest extent permitted by law, Ovmer shall indemnify and hold harmless Engineer, Engineer's officers, directors, partners, agents, employees, an~l Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) a/ising out of or relating to the Project. provided that an3' such claim, cost. loss. or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner's officers, directors. partners, agents, consultants, or employees, or others retained by or under contract to the Oxxner with respect to this Agreement or to the Project. Environmental Indemnification. In addition to the indemnity provided under Paragraph 6.10.B of this Agreement, and to the fullest extent permitted bv law. Owner shall indemnify and hold harmless Engineer and its officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concem at, on, or under the Site, provided that (i) any such claim, cost, loss, or damage is attributable to bodily injur3,, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (ii) nothing in this pamgraph shall obligate Owner to indemnify any individual or enti~' from and against the consequences of that indMdual's or entity's own negligence or willful misconduct. Percentage Share of Negligence. To the fullest extent permitted by law, a party's total liability to the other part3., and anyone claiming by, through, or under the other part)., for any cost. loss. or damages caused in part by the negligence of the part).' and in part by the negligence of the other part)' or any' other negligent entity, or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner. Engineer, and all other negligent entities and individuals. Mutual [ffaive~: To the fullest extent permitted by law. O~a~er and Engineer xvaive against each other, and the other's employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of. resulting from. or in any way related to the Project. Page 10 of 15 EJCDC E-SOO Standard Form of Agreement Between Owner and Engineer for Professional Serxices Copyright ~,2002 National Socie~' of Profess onal Engineers for EJCDC. All rights reserved. 6.10 Miscellaneous Provisions Notices. An), notice required under this Agreement will be in writing, addressed to the appropriate part),' at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. &tn,b,'al. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will smMve its completion or termination for any reason. SeverabiliO,. An). provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. Waiver. A party's non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Accrual of Claims. To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statuto~' periods of limitation shall commence, no later than the date of Substantial Completion. ARTICLE 7- DEFINITIONS 7.01 D~finedTerms Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above or in the exhibits; in the tbllowing provisions; or in the "Standard General Conditions of the Construction Contract," prepared by the Engineers Joint Contract Documents Committee (No. C-700, 2002 Edition): Additional Services - The sen'ices to be performed for or furnished to Owner by Engineer in accordance with Exhibit A. Part 2, of this Agreement. Basic Services - The sen'ices to be performed for or furnished to Owner by Engineer in accordance with Exhibit A, Part 1, of this Agreement. Page II otis EJCDC E-f00 Standard Form of Agreement Bei~veen Owner and Engineer for Professional Services Cop) righ~ ,c~,2002 National Society of Professional Engineers for EJCDC. All rights reserved. 10. Construction Cost - The cost to Ox~mer of those portions of the entire Project designed or specified by Engineer. Construction Cost does not include costs of services of Engineer or other design professionals and consultants, cost of land or r/ghts-of-way, or compensation for damages to properties, or Owner's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project. or the cost of other sen, ices to be provided by others to Owner pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. Constituent qfConcow - Any substance, product, waste, or other material of any nature whatsoever (including. but not limited to. Asbestos, Petroleum, Radioactive Material. and PCBs) which is or becomes listed, regulated, or addressed pursuant to la] the Comprehensive Environmental Response. Compensation and Liability Act, 42 U.S.C. §§960l et seq. ("CERCLA"); lb] the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 et seq.: lc] the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. CRCRA"); [d] the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; lei the Clean Wrater Act. 33 U.S.C. §§1251 et seq.; [fi the Clean Air Act. 42 U.S.C. §§740l et seq.; and [g] any other fedemk state~ or local statute, lax~, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, an3" hazardous, toxic, or dangerous waste, substance, or material. Consultants - Individuals or entities having a contract with Engineer to furnish sen,ices with respect to this Project as Engineer's independent professional associates, consultants, subcontractors, or vendors. Documents - Data. reports. Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. Drmcings - That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed b3 Contractor. Shop Drawings are not Drawings as so defined. Lmvs and Regulations,. Laws or Regulations - .amy and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. Reimbursable Expenses - The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. Resident Project Representative - The authorized representative of Engineer, if any, assigned to assist Engineer at the Site during the Construction Phase. The Resident Project Representative will be Engineer's agent or employee and under Engineer's supervision. As used herein, the term Resident Project Representative includes an,,. assistants of Resident Project Representative agreed to by Owner. The duties an~l Page 12 of 15 FJCDC E-S00 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ,r~2002 National Societ) of Professional Engineers for EJCDC. MI rights reserved. responsibilities of the Resident Project Representative, if an),. are as set forth in Exhibit D. 11. 12. Specifications'- That part of the Contract Documents consisting of xwitten technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. Where there is a discrepancy between drawings and specifications indicate which govems. Total Project Costs - The sum of the Construction Cost, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project-related costs that Ovmer furnishes for inclusion, including but not limited to cost of land. rights-of- wa3', compensation for damages to properties, Owner's costs for legal accounting, insurance counseling and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS 8.0l Exhibits Included Exhibit A, "Engineer's Services," consisting of 15 pages. Exhibit B, "O~ner's Responsibilities." consisting of 3 pages. Exhibit C. "Payments to Engineer for Services and Reimbursable Expenses." consisting of 4 pages. D. Exhibit D. (not used) Exhibit E, "Notice of Acceptabili~, of Work," consisting of 2 pages. Exhibit F, (not used). G. Exhibit G, "Insurance," consisting ofl page plus attachments. I. Exhibit I, "Allocation of Risks." consisting ofl page. 8.02 Total Agreement This Agreement (consisting of pages 1 to 15 inclusive, together with the exhibits identified above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed wxitten instrument based on the format of Exhibit K to this Agreement. Page 13 of I§ EJCDC E-500 Standard Form of Agreement Between Omner and Engineer for Professional Services Copyright ~,2002 National Soriety of Profess ona Engineers for EJCI)C. All rights reserved. 8.03 Designated Representatives With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer's and Owner's representatives with respect to the sen,ices to be performed or furnished by Engineer and responsibilities of O~ner under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective party. Page 14 of 15 EJCDC E-500 Standard Form of .%greement Be~,een Owner and Engineer for Professional Services Cop}right ~2002 National Socie~' of Profess onal Engineers for EJCDC. All rights reserved. IN WITNESS WHEREOF, the parties hereto have executed this Agreement~ the Effective Date of which is indicated on page 1. Town of Southold Engineer: Design Learned, Inc. By: Joshua Y. Horton Title: Supervi~r Signed: By: C. Scott Learned, PE Title: President 'l~)ate ~ J ,-- Engineer License or Ce~ificate No. 075056-1 State of: New York Address for giving notices: Town of Southold Office of the Town Clerk 53095 Main Road, P.O. Box 1179 Southold, NY 11971-0959 Designated Representative (see Paragraph 8.03.A): Jamie Richter Address for giving notices: 116 Main Street Norwich, Connecticut 06360 Designated Representative (see Paragraph 8.03.A): John T. Burgess, BS, MS Title: Town Engineering 'rn=p~r-~-,-,.- Title: Staff Engineer Phone Nutnber: ( 6 3 1 ) 7 6 5 - 15 6 0 Phone Number: (860) 889-7078 Facsimile Nulnber: ( 6 3 1 ) 7 6 5 - 9 01 5 Facsimile Number: (860) 204-0419 E-MailAddress: james.richter@town. southold.ny.us E-Mail Address: iolmbureess,d, desitmlearncd corn Page 15 of 15 EJCDC E-500 Standard Form of Agreement Bem'een Owner and Engineer for Professional Services Cop) r ght ,-,2002 Nahona SOC ety of Professaona Engineers for EJCDC. All rights reserved. Engineer's Services This is EXHIBIT A, consisting of 1~3 pages, referred to in and part of the Agreement bem'een Owner and Engineer for Professional Services dated Feb. 1 l 2005. Article l of the Agreement is amended and supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Sen'ices as set forth below. PART 1 - BASIC SERVICES A. 1.01 Schematic Design Phase A. Engineer shall: 1. Consult with Ovmer to define and clariS, Owner's requirements for the Project and available data. 2. Advise Or, her of an)' need for Owner to provide data or sen, ices of the t3pes described in Exhibit B which are not part of Engineer's Basic Services. 3. Identify, consult with. and analyze requirements of governmental authorities having j ufisdiction to approve the portions of the Project designed or specified by Engineer. 4. Perform or provide the following additional tasks identified in A. 1.07 A.1.02 Design Development Phase A. After acceptance by Owner of the Report and any other deliverables, selection by Oaner of a reconunended solution and indication of any specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by Owner, and upon xwitten authorization from Owner. Engineer shall: 1. Prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications, and written descriptions of the Project. Advise Owner if additional reports~ data, information, or sen,ices of the types described in Exhibit B are necessary and assist Owner in obtaining such reports, data, information, or sen'ices. Based on the information contained in the Preliminary Design Phase documents, prepare a revised opinion of probable Construction Cost, and assist Ovmer in collating the various cost categories which comprise Total Project Costs. 4. Perform or provide the following additional tasks identified in A. 1.07 Page I of 15 Pages (Exhibit A - Engineer's Services} EJCDC E-500 Standard Form of Agreement Bei~een Owner and Engineer for Professional Services Copyright ~,2002 National Society of Professional Engineers for EJCDC. All rights reserved. B. Engineer's selMces under the Preliminary Design Phase xvill be considered complete on the date when the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost. and any other deliverables have been delivered to Owner. A.1.03 Construction Document Phase A. After acceptance by Owner of the Preliminary Design Phase documents~ revised opinion of probable Construction Cost as determined in the Preliminary Design Phase. and any other deliverables subject to any Owner-directed modifications o[ changes in the scope, extent. character, or design requirements of or for the Project, and upon written authorization from Owner, Engineer shall: Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and fumished by Contractor. If appropriate, Specifications shall conform to the 16-division format of the Construction Specifications Institute. Provide technical criteria, written descriptions, and design data for Owner's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project: assist Owner in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities. 3. Advise Owner of any adjustments to the opinion of probable Construction Cost known to Engineer. Prepare and furnish Bidding Documents, compliant with New York State Law, for review by Owner, its legal counsel, and other advisors, and assist Owner in the preparation of other related documents. The Town is to provide support forms and bid package information. Within 30 days of receipt, Owner shall submit to Engineer any comments and, subject to the provisions of Paragraph 6.0 I.G, instructions for revisions. Revise the Bidding Documents in accordance with comments and instructions from the Owner, as appropriate, and submit final copies of the Bidding Documents, a revised opinion of probable Construction Cost, and any other deliverables to Oxxner. 6. Perform or provide the following additional tasks identified in A. 1.07 B. Engineer's services under the Final Design Phase will be considered complete on the date when the submittals required by Paragraph A 1.03.A.6 have been delivered to Ox~ner. C. The number of prime contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established under this Agreement is one. If more prime contracts are awarded. Engineer shall be entitled to an equitable increase in its compensation under this Agreement. Page 2 of 15 Pages (Exhibit A - Engineer's Sers ices} EJCDC E-SOO Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright '©2002 National Society of Professional Engineers for EJCDC. All rights reserved. A. 1.04 Bidding Phase A. After acceptance by Owner of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase, and upon w~itten authorization by Owner to proceed, Engineer shall: Assist Owner in advertising for and obtaining bids or proposals for the Work and, x~here applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre-Bid conferences, if any, and receive and process contractor deposits or charges for the Bidding Documents. 2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 3. Provide information or assistance needed by Ox~mer in the course of any negotiations with prospective contractors. Consult with Owner as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the Bidding Documents. 5. Perform or provide the following additional tasks identified in A. 1.07 6. Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals and in assembling and awarding contracts for the Work. B. The Bidding or Negotiating Phase will be considered complete upon conunencement of the Construction Phase or upon cessation of negotiations with prospective contractors (except as may be required if Exhibit F is a part of this Agreement). A. 1.05 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon a~itten authorization from Ox~er, Engineer shall: General Administration of Construction Contract. Consult xvith Owner and act as Owner's representative as provided in the General Conditions. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the General Conditions shall not be modified, except as Engineer ma,,,' otherwise agree in ~Titing. All of O~ner's instructions to Contractor will be issued through Engineer, which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the General Conditions except as otherwise provided in xwiting. 2. Pre-Construction Conference. Participate in a Pre-Construction Conference prior to commencement of Work at the Site. Page 3 of 15 Pages (Exhibit A - Engineer's Services) EJCDC E-500 Standard Form of ¢tgreement Between Owner and Engineer for Professional Sen'ices Copyright ©2002 National Society of Professional Engineers for EJCDC. All rights reserved. Schedules.. Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. b'isits to Site and Observation of Construction. In connection with observations of Contractor's Work while it is in progress: Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress and quality of Contractor's executed Work. Such visits and observations by Engineer, and the Resident Project Reprcsentative. if any, are not intended to be exhaustive or to extend to ever), aspect of Contractor's Work in progress or to involve detailed inspections of Contractor's Work in progress be)ond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Engineer's exercise of professional judgment as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and obsev,'ations, Engineer will determine in general if the Work is proceeding in accordance with the Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. The purpose of Engineer's visits to, and representation by the Resident Project Representative, if any, at the Site, will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of ~ngineer's efforts as an experienced and qualified design protEssional, to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Engineer shall not, during such visits or as a result of such observations of Contractor's Work in progress, supervise, direct, or have control over Contractor's Work. nor shall Engineer have authority over or responsibility for the means, methods, techniques. sequences, or procedures of construction selected or used by Contractor. for security or safety on the Site, for safety precautions and programs incident to Contractor's Work, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of an.,,, Contractor nor assumes responsibility for any Contractor's failure to furnish and pertbrm the Work in accordance with the Contract Documents. Defective [~brk Recommend to Owner that Contractor's Work be rejected while it is in progress if, on the basis of Engineer's observations, Engineer believes that such Work will not produce a completed Project that conforms generally to the Contract Documents or that it will threaten the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Page 4 of 15 Pages (Exhibit A - Engineer's Serxices) EJCDC E-SOO Standard Form of Agreement Be~,een O~ner and Engineer for Professional Services Copyright,~2002 National Society of Professional Engineers for EJCDC. All rights reserved. (Tarifications and Interpretations; FieM Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Engineer may issue Field Orders authorizing minor variations in the Work from the requirements of the Contract Documents. Change Orders' and I~brk Change Directives. Recommend Change Orders and Work Change Directives to Ovmer, as appropriate, and prepare Change Orders and Work Change Directives as required. Shop Drcm'ings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safer,.' precautions and programs incident thereto. Engineer shall meet any Contractor's submittal schedule that Engineer has accepted. Substitutes and "or-equal." Evaluate and determine the acceptabili~' of substitute or "or- equal" materials and equipment proposed by Contractor, but subject to the provisions of Paragraph A2.02.A.2 of this Exhibit A. 10. Inspections and Tests. Require such special inspections or tests of Commctor's work as deemed reasonably necessary, and receive and review' all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. Engineer's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Engineer shall be entitled to rely on the results of such tests. 11. Disagreements between (hvner and Contractor. Render formal written decisions on all duly submitted issues relating to the acceptabili~, of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution, performance, or progress of Contractor's Work; review each duly submitted Claim by Owner or Contractor, and in x~riting either deny such Claim in whole or in part, approve such Claim, or decline to resolve such Claim if Engineer in its discretion concludes that to do so would be inappropriate. In rendering such decisions, Engineer shall be fair and not shox~ partialib, to Ox~aer or Contractor and shall not be liable in connection with any decision rendered in good faith in such capaci~'. 12. Applications for Paymenr Based on Engineer's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: Page 5 of 15 Pages (Exhibit A - Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ©2002 National SocieW of Professional Engineers for EJCDC. All rights reserved. Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of pa3qnent ~xSll be in writing and will constitute Engineer's representation to Owner, based on such observations and review, that. to the best of Engineer's knowledge, information and belief, Contractor's Work has progressed to the point indicated, the quality of such Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion. to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibili~, to observe Contractor's Work. In the case of unit price work, Engineer's recommendations of payment will include final determinations of quantities and classifications of Contractor's Work (subject to any subsequent adjustments allowed by the Contract Documents). By recommending an). pa3~ent, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quanti~' of Contractor's Work as it is performed and furnished have been exhaustive, extended to eyed aspect of Contractor's Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment including final payment will impose on Engineer responsibility to supervise, direct, or control Contractor's Work in progress or for the means, methods, techniques. sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibili~, on Engineer to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the Work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue benveen O~xner and Contractor that might affect the art~ount that should be paid. 13. Contractor's Completion Documents. Receive, reviex~, and transmit to Oxxx~er maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals. Shop Drawings. Samples and other data approved as provided under Paragraph AI.05.A. 11, and the annotated record documents xxhich are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of such review by Engineer will be limited as provided in Paragraph AI.05.A. 11. 14. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with O~xner and Contractor. conduct an inspection to determine if the Work is substantially complete. If after considering any objections of Owner, Engineer considers the Work substantially complete. Engineer shall deliver a certificate of Substantial Completion to O~er and Contractor. Page 6 of 15 Pages (Exhibit A - Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ~2002 National Societ) of Professional Engineers for EJCDC. All rights reserved. 15. Perform or provide the folloxving additional tasks identified in A. 1.07 16. Final Notice qfAcceptabiliO, qfthe I'lbrk. Conduct a final inspection to determine if the completed Work of Contractor is acceptable so that Engineer may recommend, in wxiting, final pa3qnent to Contractor. Accompanying the recommendation for final payment, Engineer shall also provide a notice in the form attached hereto as Exhibit E (the "Notice of Acceptability of Work") that the Work is acceptable (subject to the provisions of Paragraph AI.O5.A.15.b) to the best of Engineer's knowledge, information, and belief and based on the extent of the services provided by Engineer under this Agreement. Duration of Construction Phase. The Construction Phase will commence with the execution of the first construction Contract for the Project or any part thereof and will terminate upon wzitten recommendation by Engineer for final payment to Contractors. If the Project involves more than one prime contract as indicated in Paragraph A1.03.C, Construction Phase services may be rendered at different times in respect to the separate contracts. Subject to the provisions of Article 3, Engineer shall be entitled to an equitable increase in compensation if Construction- Phase services are required after the original date for final completion of the Work as set fbrth in the construction Contract. Limitation of Re*ponsibilities. Engineer shall not be responsible for the acts or omissions of any Contractor, or of any subcontractors, suppliers, or other individuals or entities performing or fumishing any of the Work. Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A. 1.06 Post-Construction Phase A. Upon wTitten authorization from Owner, Engineer, during the Post-Construction Phase. shall: 1. Provide assistance in connection with the adjusting of Project equipment and s3stems. 2. Assist Owner in training Ovmer's staff to operate and maintain Project equipment and systems. 3. Assist Owner in developing procedures for control of the operation and maintenance of. and record keeping for Project equipment and systems. Together with Owner. visit the Project to observe any apparent defects in the Work, assist O~mer in consultations and discussions with Contractor concerning correction of an3 such defects, and make recommendations as to replacement or correction of Defective Work, if present. B. The Post-Construction Phase sen'ices may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate at the end of the Construction Contract's correction period. Page 7 of 15 Pages (Exhibit A - Engineer's Services) EJCDC E-500 Standard Form of %greement Bet~veen O~ner and Engineer for Professional Serxriees Copyright ~2002 National Society of Professional Engineers for EJCDC, All rights reserx, ed, C. The O~ner agrees to compensate the Engineer for any additional work, consultations, or site visits associated with the resolution of the Contractor's defective work or failure of the Owner or Oa~qer's staff to properly use equipment and systems under this Agreement. A. 1.07 Proposal Descriptions The following pages are in addition to the above phase descriptions and are details from the original proposal. Schematic Design Phase Engineer will review the current program and layouts provided by the Ovmer and develop a final program based on specific shelter requirements for the town's approval. The Engineer will review the existing condition site plan and current operation to allow for continued functioning during the construction of the new facility. Final schematic designs based on preliminary drawings, program requirements, Town input and local code requirements will be submitted in a timely manner and will include floor plans, one elevation, building cross section and a preliminary site plan. A scope of work will be developed during the schematic design phase and recommendations tbr equipment specifications for the systems being implemented will be provided (including telephone cable and computer systems). Based on recommendations and subsequent approval by the Owner, the Engineer will provide final schematic drawings for review. Completion of the schematic design phase will include (in addition to the schematic draw4ngs mentioned) a reliable preliminaD., cost estimate and a project schedule including line items tbr architectural/engineering, bidding, and construction through to completion (including cabling systems and move-in). Design Development Phase The Engineer will develop a preliminat)., final design with specifications that satisfy all current OSHA and ADA codes. Building and site safety issues will be evaluated and special attention xvill be aimed at keeping the existing shelter facility operational during the transition. All proper authorities having jurisdiction over the Southold Town Animal Shelter design specifications x~411 be notified and made aware of the final preliminary proposed design (i.e. Local Building Department, County Health Department. etc.). Support documentation for specific equipment, telephone and computing systems will be made available to Engineer for the purposes of coordinating final design work. To ensure proper Page 8 of 1.~ Pages (Exhibit A - Engineer's Ser~ ices} EJCDC £-$00 Standard Form of Agreement Bei~een Owner and Engineer for Professional Services Copyright :~200g National Society of Professional Engineers for EJCDC. All rights reserved. installation and functional intent, the Tov~x~ of Southold Data Processing Department and related vendors will be available to coordinate the connection of certain telecommunications. Engineer will provide the Owner with progress prints on a regular basis that will include lighting, mechanical and electrical system layouts. A final kennel design will be proposed along `aith the necessary trench drainage and plumbing specifications ~,pically associated with proper kennel engineering. Throughout the design development phase the Engineer will carefully monitor the project schedule. update the construction cost estimates and will revise documents as needed to satisfy the project budget. The Tovm of Southold's vendor information `a'ill also be recorded and coordinated and included with the contract documents. Construction Document Phase During the construction document phase, Engineer will continue to develop the final construction documents with the appropriate sub-consulting firms, will oversee the project scheduling, and submit an updated construction estimate based on any revisions while maintaining budgeting requirements. Progress prints will be provided to the Ovmer on a routine basis to ensure intended design specifications. Alternates will be discussed and incorporated into the project scope per the Southold Town Committee if deemed necessaD, and desirable in order to secure the proposed project budget. Bid Phase Construction documents will be submitted to the proper local agencies having jurisdiction over approvals and permits. The validation status of construction documents will be monitored closely to ensure plan specifications and compliance with negotiations and/ or comments from k~cal authorities. Changes `a'ill be made to contract documents in accordance with mandated revisions. Engineer will assist the Owner with low bid negotiations to award a contract for final construction to a competent building contractor. Construction Phase Engineer will provide several site inspections during construction to ensure proper equipment installation and compliance `a,ith construction design specifications. All certifications and code compliance inspections will be performed or arranged by Engineer to satisfy local ordinances and construction progress requirements. During construction. Engineer will provide routine project administration that will include weekly `axitten inspection reports and project scheduling updates. Installation dates for the To,am o~f Southold venders will be scheduled in accordance with `a'ork schedule requirements. /he project Page 9 of 15 Pages (Exhibit A - Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ~2002 National Socie~' of Professional Engineers for EJCDC. All rights reserved. schedule will be established, confirmed and monitored throughout construction until project completion requirements are met. A final "as-build" set of contract drawings will be assembled containing all "as-build" information and records. Four sets of these "as-build" drawings will be submitted to the proper authorities and appropriate parties along ~vith copies in Auto Cad format (2004 or later). General Administration As the primary firm on the Southold Town Animal Shelter project, the Engineer will function as the focal point of administrative tasks during design and construction. It will be our responsibilit~ to review all project management and design/construction issues while keeping the Owner infor~ned of potential changes that may be necessary. In the event that such changes are required, Engineer will noti~' the Town of Southold in writing within 48 hours. Changes to the agreement must be approved and executed by the Owner only after submission of required pricing provided by the contractor to the Town Board and Engineer. Upon acceptance, change orders will be forwarded to Engineer and the Oaner for work authorization. Payments x~511 be made by the Owner to the contractor and the construction contract in accordance with invoicing provided to Engineer. Engineer will review and confirm all im. oicing for payment prior to submission to the O~er for final approval. All payment requests will include the appropriate contractor, sub-contractor and supplier releases. The Owner will be notified immediately (in writing) if the general contractor retains payments of parts of pa.~ents to an5' sub- contractor beyond those funds defined as retainage in the Application of Payment. Page I0 of 15 Pages I Exhibit A - Engineer's Ser~icesl EJCDC E-500 Standard Form of :~.greement Between Owner and Engineer for Professional SerMees Copyright ¢2002 National Society of Profess onal Engineers for EJCDC. All rights reserved. PART 2 - ADDITIONAL SERVICES A2.01 4 '' ,' '' . , . ddiltonal Sen tces Requ~rmg 0,, ners II rttten .4uthortzatton A. If authorized in atiting by Owner, Engineer shall furnish or obtain from others Additional Services of the tS.pcs listed below. Preparation of applications and supporting documents (in addition to those furnished under Basic Sen,ices) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review' and evaluation of the effects on the design requirements for the Project of an)' such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2. Setwices to make measured drawings of or to investigate existing conditions or facilities, or to veri~' the accuracy of drawings or other information furnished by Owner or others. Services msuhing from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer or its design requirements including, but not limited to, changes in size, complexity, Owner's schedule, character of construction, or method of financing; and revising previously accepted studies, repons. Drawings, Specifications. or Contract Documents when st~ch revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to an), other causes beyond Engineer's control. 4. Services resulting from Owmer's request to evaluate additional Schematic Design Phase alternative solutions beyond those identified in Paragraph Al.01 .A.4. 5. Sen,ices required as a result of Owmer's providing incomplete or incorrect Project information to Engineer. Undertaking investigations and studies including, but not limited to. detailed consideration of operations, maintenance, and overhead expenses; the preparation of feasibilit,~, studies, cash flow and economic evaluations, rate schedules, and appraisals; assistance in 'obtaining financing for the Project; evaluating processes available for licensing, and assisting Owner in obtaining process licensing; detailed quantity sun,eys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by Owner. 7. Furnishing services of Engineer's Consultants for other than Basic Services. 8. Services attributable to more prime construction contracts than specified in Paragraph A1.03.C. 9. Services during out-of-town travel required of Engineer other than for visits to the Site or Ox~er's office. Page 11 of 15 Pages (Exhibit A - Engineer's Sen'ices( EJCDC E-SOO Standard Form of Agreement Bet~'een O~ner and Engineer for Professional Services Copyright ~2002 National Societ3 of Professional Engineers for EJCDC. Ail rights reserved. 10. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibility review requested by Owner: and performing or furnishing ser,,ices required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. l 1. Preparing additional Bidding Documents or Contract Documents for altemate bids or prices requested by Ox~xter for the Work or a portion thereof. 12. Determining the acceptability of substitute materials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. Alternates may be included in initial bid without incurring additional design costs. 13. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or sen,ices, except when such assistance is required by Exhibit F. Substitutions prior to award should be considered if it does not compromise design and it saves costs. 14. Providing construction surveys and staking to enable Contractor to perfom~ its ~vork other than as required under Paragraph AI.05.A.6, and any t)pe of property surve) s or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 15. Providing Construction Phase services beyond the original date for final completion of the Work. 16. Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. 17. Preparing and furnishing to Ox~aer Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor. l 8. Preparation of operation and maintenance manuals. 19. Preparing to serve or serving as a consultant or witness for O~ner in any litigation, arbitration, or other dispute resolution process related to the Project. 20. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 21. Other services performed or furnished by Engineer not otherwise provided for in this Agreement. 22. Services in connection with Work Change Directives and Change Orders to reflect changes requested by Owner. Page 12 of 15 Pages (Exhibit A - Engineer's Serxices) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright,~2002 National Society of Professional Engineers for EJCDC. All rights reserved. 23. Sen, ices in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or-equal" items: and services after the award of the Construction Contract in evaluating and determining the acceptabili~, of a substitution which is found to be inappropriate for the Project or an excessive number of substitutions. 24. SenSces resulting fi.om significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 25. Sen,ices (other than Basic Sen,ices during the Post-Construction Phase) in connection w/th any partial utilization of any part of the Work by Ox~x~er prior to Substantial Completion. 26. Evaluating an unreasonable claim or an excessive number of claims submitted bv Contractor or others in connection with the Work. ' 27. Sen,ices during the Construction Phase rendered after the date stated in A1.05.B A2.02 gddilional Services Not Requiring Owner's II'ritten Authorization A. Engineer shall advise O~er that Engineer is commencing to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer need not request or obtain specific advance xwitten authorization fi.om Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice fi.om Owner. Additional or extended sen, ices during construction made necessary by (1) emergencies or acts of God endangering the Work~ (2) the presence at the Site of any Constituent of Concem, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress schedule involving sen,ices beyond normal working hours, or (6) default by Contractor. Page 13 of 15 Pages (Exhibit A - Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Sersices Copyright ,~2002 National Societ~ of Professional Engineers for EJCDC. All rights resersed. Owner's Responsibilities This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated Feb. 1 l, 2005. Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of Chcner as set,/brth in this Agreement, Owner shall at its' expense: Provide Engineer with all criteria and full information as to Ox~nner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibili~', and expandabilit3r, and any budgetary limitations: and fumish copies of all design and construction standards which Owner will require to be included in the Drawings and Specifications; and furnish copies of Owner's standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. B. Furnish to Engineer any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. Following Engineer's assessment of initially-available Project information and data and upon Engineer's request, furnish or otherwise make available such additional Project related intbrmation and data as is reasonably required to enable Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the follo~ving: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Property, boundary, easement, right-of-xvay, and other special surveys or data, including establishing relevant reference points. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic sutw'eys, with appropriate professional interpretation thereof. 5. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. D. Give prompt written notice to Engineer whenever Ovmer observes or otherwise becomes aware of the presence at the Site of any Constituent of Concern, or of any other development that Exhibit C - Compensation for Resident Project Representative and Post-Construction Basic Ser~ ices - Standard Hourly Rates Times a Factor Method of Payment EJCDC E-SOO Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright,g2002 National SocieO of Professional Engineers for EJCDC. All fights reserved. Sheet C-14 affects the scope or time of pertbrmance of Engineer's services, or any defect or nonconformance in Engineer's services, the Work, or in the performance of any Contractor. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required. Arrange for safe access to and make all provisions for Engineer to enter upon public and private propen3' as required for Engineer to perform services under the Agreement. Examine all alternate solutions, studies, reports, sketches. Drawings, Specifications. proposals, and other documents presented by Engineer (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as Owner deems appropriate w4th respect to such examination) and render in writing timely decisions pertaining thereto. Provide reviews, approvals, and permits fi.om all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. I. Provide, as required for the Project: l. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. 2. Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer reasonably requests. 3. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the moneys paid. 4. Placement and pasxnent for advertisement for Bids in appropriate publications. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constmctibili~, review. Furnish to Engineer data as to Oaqaer's anticipated costs for services to be provided by others (including, but not limited to, accounting, bond and financial, independent cost estimating. insurance counseling, and legal advice) for Owner so that Engineer ma5 assist Owner in collating the various cost categories which comprise Total Project Costs. If Owner designates a construction manager or an individual or entity other than, or in addition to. Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. Exhibit C - Compensation for Resident Project Representative and Post-Construction Basic Services - Standard Hourly Rates Times a Factor Method of Payment EJCDC E-SOO Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright £,2002 National Socieo of Professional Engineers for EJCDC. All rights reserved. Sheet C-I 5 M. If more than one prime contract is to be axvarded for the Work designed or specified by Engineer, designate a person or enti~, to have authori~, and responsibili .ty for coordinating the activities among the various prime Contractors, and define and set forth the duties. responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, responsibilities, and anthority of Engineer as an attachment to this E.,daibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. N. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job related meetings, and Substantial Completion and final pa)~nent inspections. Provide the sen'ices of an independent testing laboratoD, to perform all inspections, tests, and approvals of Samples~ materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of Owner. prior to their incorporation into the Work x~ith appropriate professional interpretation thereof. P. Provide Engineer with the findings and reports generated by the entities providing setwices to Owner pursuant to this paragraph. Q. Pertbrm or provide the following additional services: All cMl engineering, surveying.. environmental engineering, and soils en?ineering Sheet C-16 Exhibit C - Compensation for Resident Project Representative and Post-Construction Basic Services Standard Hourly Rates Times a Factor Method of Payment EJCDC E-500 Standard Form of Agreement Bei~,een Owner and Engineer for Professional Services. Cop.~right ~2002 National Societ) of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of 4 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Sen,ices dated Feb. 11. 2005. Payments to Engineer for Services and Reimbursable Expenses Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 2 - OWNER'S RESPONSIBILITIES C2.0 l Compensation For Basic Services (other than Resident Prq/ect Representative and Post-Construction) Lump Sum Method of Pa)'ment A. Owner shall pay Engineer for Basic Serx4ces set forth in Exhibit A, except for sen4ces of Engineer's Resident Project Representative and Post-Construction Phase sen, ices. if an3,, as follows: 1. A Lump Sum amount (See Sheet C-20) based on the following assumed distribution of compensation. Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but shall not exceed the total Lump Sum amount unless approved in writing by the Owner. The Lump Sum includes compensation for Engineer s sen tces and services of Engineer's Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. The portion of the Lump Stun amount billed for Engineer's serxices x~ill be based upon Engineer's estimate of the proportion of the total sen'ices actually completed during the billing period to the Lump Sam. C2.05 Compensation For Additional Services - Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Additional Sen,ices, if any, as folloxvs: 1. General. For sen'ices of Engineer's employees engaged directly on the Project pursuant to Paragraph A2.01 or A2.02 of Exhibit A, except for sen, ices as a consultant or witness under Paragraph A2.01.A.20~ an amount equal to the cumulative hours charged to the Project by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class for all Additional Setwices performed on the Project, plus related Reimbursable Expenses and Engineer's Consultant's charges, if any. Exhibit C - Compensation for Resident Project Representative and Post-Construction Basic Services Standard Hourly Rates Times a Factor Method of Payment EJCDC E-SOO Standard Form of Agreement Between Owner and Engineer for Professional Set* ices. Copyright ~2002 National Soeie~.' of Professional Engineers for EdCDC. All rights reserved. Sheet C-I 7 B. Compensation For Reimbursable Expenses For those Reimbursable Expenses that are not accounted for in the compensation for Basic Sen'ices under Paragraph C2.01 and are directly related to the provision of Additional Services, Owner shall pay Engineer at the rates set forth in Appendix I to this Exhibit C. Reimbursable Expenses will be limited to the cost of reproducing drawings and specifications for disbursement to porspective bidders. These costs will be delineated in the bid advertisement. The amounts payable to Engineer for Reimbursable Expenses, if an3', will be the Additional Services-related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to such Additional Services. 4. The Reimbursable Expenses Schedule will be adjusted annually (as of 2004) to reflect equitable changes in the compensation payable to Engineer. C. Other Provisions Concerning Payment For Additional Services Whenever Engineer is entitled to compensation for the charges of Engineer's Consultants, those charges shall be the amounts billed by Engineer's Consultants to Engineer times a factor of 1.15. Factors. The external Reimbursable Expenses and Engineer's Consultant's Factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. 3. To the extent necessary to verify Engineer's charges and upon Owner's timely request, Engineer shall make copies of such records available to Ov~er at cost. Exhibit C - Compensation for Resident Project Representative and Post-Construction Basic Services Standard Hourly Rates Times a Factor Method of Payment EJCDC £-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright ~2002 National Socie~.' of Professional Engineers for EJCDC. ~,ll rights reserved. Sheet C- 18 Standard Hourly Rates Schedule A. Standard Hourly Rates Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit C and include salaries and wages paid to personnel in each billing class plus the cost of customary and stamtol-y benefits, general and administrative overhead, non-project operating costs, and operating margin or profit. 2. The Standard Hourly Rates will be adjusted annually (as of 2004) to reflect equitable changes in the compensation payable to Engineer. 3. The Standard Hourly Rates apply only as specified in Article C2. B. Schedule Hourly rates for sen,ices performed on or after the date of the Agreement are: Principal Engineer or Architect $150/hour Senior or Project Engineer or Architect $11 O/hour Staff Engineer or Architect $95/hour Designer or Assistant Engineer or Architect $85/hour Administrative Staff $85/hour Exhibit C -- Standard Hourly Rates Schedule E.JCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright ,r2002 National Societ~ of Professional Engineers for EJCDC. All rights reserved. Sheet C-19 Proposed Fees for the New Southold Animal Shelter dated November 15, 2004 revised December 21, 2004 The following fees apply to total achitectural and engineering services provided to the Town of Southold, NY for the design of the New Southold Animal Shelter (~ 7,000 square feet). The design team consists of the following firms: Design Learned, Inc. (building systems engineering), The Bacon Group, Inc. (consultant), Isla Engineering Service Company (civil/structural engineering), studio a/b (architecture) Schematic Design $ 29,620 architecture/engineering 3 meetings (one with consultant Rick Bacon) travel expenses included Design Development $ 42,550 architecture/engineering 2 meetings (one with consultant Rick Bacon) travel expenses included Construction Documents $ 53,560 architecture/engineering Bidding $ 8,560 architecture/engineering I meeting travel expenses included Construction Administration $ 45,520 architecture/engineering 15 site visits (26 for studio a/b) travel expenses included Total Fees $ 179,810 Extra Fees (if required) addition meetings with studio a/b & Design Learned $ 1,500 floor plan changes during Construction Documents hourly Excluded Services: civil engineering excluded traffic studies excluded environmental studies excluded surveying excluded soil borings excluded geotechnical engineering excluded landscape architecture excluded printing and duplication reimbursable renderings reimbursable Exhibit C -- Standard Hourly Rates Schedule EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright ~2002 National Socie .W of Professional Engineers for E,tCDC. All rights reserved. Sheet C-20 This is EXHIBIT E, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated Feb. 11, 2005. NOTICE OF ACCEPTABILITY OF WORK PROJECT: OWNER: OWNER'S CONSTRUCTION CONTRACT IDENTIFICATION: EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT: CONSTRUCTION CONTRACT DATE: ENGINEER: To: And To: FFom: O~ER CONTRACTOR ENGINEER The Engineer hereby gives notice to the above Owner and Contractor that the completed Work furnished and performed by Contractor under the above Contract is acceptable, expressly subject to the provisions of the related Contract Documents, the Agreement between Owner and Engineer for Professional Sen'ices dated __ , and the terms and conditions set forth on the reverse side of this Notice. By: Title: Dated (Exhibit K Amendment to Owner-Engineer Agreement) - Attachment I) EJCDC E-500 Standard Form of Agreement Between O~ner and Engineer for Professional Services. Copyright ~2002 National Society of Professional Engineers for EJCDC. All rights reserved. (Reverse side of Notice) CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK The Notice of Acceptabiliv,., of Work ("Notice") on the front side of this sheet is expressly made subject to the following terms and conditions to which all persons who receive said Notice and rely thereon agree: 1. This Notice is given with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. This Notice reflects and is an expression of the professional judgment of Engineer. 3. This Notice is given as to the best of Engineer's knowledge, information, and belief as of the date hereof. This Notice is based entirely on and expressly limited by the scope of services Engineer has been employed by Owner to perform or furnish during construction of the Project (including observation of the Contractor's work) under Engineer's Agreement with Owner and under the Construction Contract referred to on the front side of this Notice, and applies only to facts that are within Engineer's knowledge or could reasonably have been ascertained by Engineer as a result of carrying out the responsibilities specifically assigned to Engineer under such Agreement and Construction Contract. This Notice is not a guarantee or xvarranty of Contractor's performance under the Construction Contract referred to on the front side of this Notice. nor an assumption of responsibility for any failure of Contractor to fumish and perform the Work thereunder in accordance with the Contract Documents. (Exhibit K - Amendment to O~ner-Engineer Agreement) - Attachment 1) E,ICDC E-SOO Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright :c~,2002 National Soeiety of Professional Engineers for E,ICDC. All rights reserved. This is EXHIBIT G, consisting of l page plus attachments, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated Feb. 1l, 2005. Insurance Certificates of insurance attached (Additional Certificates of Insurance will follow) ..... (Exhibit K - Amendment to Owner-Engineer Agreement} - Ai~achment I } EJCDC E-500 Standard Eorm of Agreement Between Owner and Engineer for Professional Services. Copyright,~2002 National Societ~ of Professional Engineers for EJCDC. All rights reserved. ACORD.. CERTIFICATE OF LIABILITY INSURANCE DATE,..'DO ,0111412005 203-318-9700 PRODUCER MALONEY & COMPANY, LLC 762 BOSTON POST ROAD MADISON, CT 06443 i ~.SU~E6 DESIGN LEARNED INC 116 MAIN STREET NORWICH, CT 06360 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE , INSURER A: zuRIcH/NORTHERN INS. CO. OF NY ~NSURE~B ZURICH-AMERICAN INSURANCE CO. INSURER C i INSURER D INSURER E i NAIC # COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR POLIC ES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH .,, [ PduCYEFF~CTIVE PUL CYEXPIR~TION IGEN t AGGREGATE LIMIT APPLIES PER I AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON,OWNED AUTOS COMBIN ED S~NGLE LIMIT , LEa accident) BODILY INJURY $ AUTO ONLY ~ EA ACCIDENT I ANY AUTO I AUTOONLY AGG ' $ I EXCESS/UMBRELLA LIABILITY I DEDUCTIBLE ! WORKERS COMPENSATION AND 8/12/04 A EMPLOYERS'LIABILITY WC 436 11 020 I SPECIAL pR OVI$1ONS below OTHER B I PROFESSIONAL LIABILITY I EOC 380 8197-00 5/20/04 RE: i I 5/1/05 EACH OCCURRENCE iAGGREGATE 5~20~05 5001000 500,000 500,000 LIMIT: $1,000,000 1 $1,000,000 CERTIFICATE HOLDER SOUTHOLD TOWN HALL ATTN COUNCILMAN WILLIAM EDWARDS 53095 ROUTE 25 SOUTHOLD, NY 11971 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF1 THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLtGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHOR[ZED REPRESENTATIVE MICHAEL J. MALONEY ' ACORD CORPORATION 1988 ACORD 25 (2001108) Clianl~: 2042 BACOGRO3 ACOF D. CERTIFICATE OF LIABILITY INSURANCE pRO¢~ICER Suncoast Insurance Associates P.O. Box 22668 Tampa, FL 33622-2668 813 289-5200 Bacon Group,inc. 2641 Sunset point Rd. Clearwater, FL 33759 t 12/09104 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTiFiCATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED ~Y THE POLICIES ~ELOW. iNSURERS AFFORDING COVERAGE ~,$U~A' United $~e~ Fidelity & Gua~a~[-f ~NSUR~RB: St. Paul Fire & Marine (NSURERC: St Paul Insurance Company :OVERAGES THE POLICIES OF/NSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE FORTHE POLiCYPERIOD~NDICATED NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOOJMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY SE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSONSANDCONDITIONSOFSUCN POLICIES. AGGREGATE UMITS SH (~,¥N MAY HAVE SEEN REDUCED BY PAID CLAIMS. A ;ENER.~L L~mUTY [BK01318245 3K01318245 WVA7723219 02/21/04 02/21104 02/21105 09101104 19101105 02/21104 02/21105 ~~ T ~ s1,000,O00 $1,000,000 Each Claim / $1,000,000 Ann Aggr Irofessional iabilit~I ~ ~r Cof~sional Liability is written on a claims made and repolted basis. Project: Various Animal Shelter Design Projects CERTIFICATE HOLDER ~DDii~ItlSURED'INSURERLETTE~_..~.-- CANCELLATION-L Design Learned, Inc. Attn: C. Scott Learned, P.E. 116 Main St. Norwich, CT 06360 ACORD 25-S (7/97}1 of 2 #S97040/M92789 IMPORTANT If the certificate holder is an ADDITIONAL iNSURED, the policy(les)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A stetement on this certificate does not confer dghts to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized reDresentative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25-S(7/97)2 of 2 #S97040/M92789 This is EXItIBIT L consisting of I pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated Feb. 11, 2005. Allocation of Risks Paragraph 6.10 of the Agreement is amended and supplemented to include the following agreement of the parties: I6.10.B Limitation of Engineer's Liability Exclusion of Special, Incidental, Indirect, and Consequential Damages. To the tidiest extent permitted by lcm'. and notwithstanding any other provision in the Agreement, consistent with the terms of Paragraph 6.10. E the Engineer and Engineer's qfficers, directors, partners, employees, agents, and Engineer's Consultants, or an), of them, shall not be liable to Owner or anyone claiming by, through, or under Owner for an.}' special, incidental, indirect, or consequential damages whatsoever arising out oS resuhing from. or in an)' way related to the Project or the Agreement from an), cause or causes, including but not limited to an3' such damages caused b)' the negligence, professional errors or omissions, strict liabilio,, breach of contract, or *rarranties. express or implied, qf Engineer or Engineer %' officers, directors, parmers, employees, agents, or Engineer's Consuhants, or an), of them. (Exhibit K Amendment to Owner-Engineer Agreement} - Attachment 1) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright,~2002 National Societ) of Professional Engineers for EJCDC. All rights reserved.