ST9302-CN 930622 STANDARD
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
OWNER AND ENGINEER
THIS IS AN AGREEMENT made as of ,.-nC. ,~ ?- , 19 ' ~J ,
between the CITY OF COPPELL, TEXAS/ ("OWNER"), and RADY AND
ASSOCIATES, INC. ("ENGINEER"). Upon authorization from the OWNER, or its
designated representative, the ENGINEER agrees to provide to the OWNER consulting
engineer services and engineering design services on a fee basis as provided herein.
OWNER and ENGINEER, in consideration of their mutual covenants herein, agree that
the performance of professional engineering services by ENGINEER and the payment
for those services by OWNER shall be as set forth below.
SECTION 1 - FEE ENGINEERING SERVICES
1.1. General.
1.l. 1. ENGINEER shall provide for OWNER, engineering services for the Project on
a lump sum basis, pursuant to the terms and conditions of this section and in accordance
with Exhibits B and C attached hereto.
1.2. Payment for Fee Engineering Services.
1.2.1. OWNER shall pay ENGINEER for Fee Engineering Services performed on a
lump sum basis, according to the lump sum amount negotiated between OWNER and
ENGINEER at the initiation of the Project, and as described in Exhibit C of this
agreement.
I .2.2. For Additional Services OWNER shall pay ENGINEER for Additional Services
as specified in Section 3, and outside the scope of Fee Engineering Services specified in
Section 2, as follows:
1.2.2.1. Services. For Additional Services of ENGINEER's principals and
employees engaged directly on the Project and rendered pursuant to Paragraphs
3.1. or 3.2., on the basis of ENGINEER's hourly rates as defined in Paragraph
1.2.2.3. and shown on Exhibit "A" attached hereto, and subsequently modified
in accordance with notice provisions of Paragraph 1.2.2.4.
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to be completed. Construction Phase services may be rendered at different times in
respect to separate prime contracts if the Project involves more than one prime contract.
1.4.5. If OWNER has requested significant modifications or changes in the general
scope, extent or character of the Project, the time of performance and the fee for
ENGINEER's services shall be equitably adjusted.
1.4.6. If the Construction Phase has not commenced within ninety (90) calendar days
after completion of the Final Design Phase, ENGINEER may, after giving seven (7) days
written notice to OWNER, suspend services under this Agreement.
1.4.7. If ENGINEER's services for design or during construction of the Project are
delayed or suspended in whole or in part by OWNER for more than three (3) months for
reasons beyond ENGINEER's control, ENGINEER shall on written demand to OWNER
(but without termination of this Agreement), be paid as provided in Paragraph 1.3.4. If
such delay or suspension extends for more than one (1) year for reasons beyond
ENGINEER's control, or if ENGINEER for any reason is required to render
Construction Phase services in respect of any prime contract for construction, materials
or equipment more than one year after Substantial Completion is achieved under that
contract, the various rates of compensation provided for in this Agreement shall be
subject to equitable adjustment.
1.4.8. In the event that the work designed or specified by ENGINEER is to be furnished
or performed under more than one prime contract, or if ENGINEER's services are to be
separately sequenced with the work of one or more prime contractors (such as in the case
of fast-tracking), OWNER and ENGINEER shall, prior to commencement of the Final
Design Phase, develop a schedule for performance of ENGINEER's services during the
Final Design, Bidding and Negotiating and Construction Phases in order to sequence and
coordinate properly such services as are applicable to the work under such separate
contracts. This schedule is to be prepared whether or not the work under such contracts
is to proceed concurrently.
SECTION 2 - SCOPE OF ENGINEERING SERVICES
2.1. General.
2.1.1. ENGINEER shall provide for OWNER professional engineering services in all
phases of a Project to which this Agreement applies as hereinafter provided. These
services will include serving as OWNER's professional engineering representative for the
Project, providing engineering consultation and advice and furnishing customary civil,
structural, mechanical and electrical engineering services and customary architectural
services incidental thereto.
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2.1.2. For Fee Engineering Services, the Engineer will provide all services specified in
Exhibit B, except as otherwise identified herein.
2.2. Construction Phase.
2.2.1. General Administration of Construction Contract. ENGINEER shall consult with
and advise OWNER and act as OWNER's representative as provided in the Standard
General Conditions of the Construction Contract. The extent and limitations of the
duties, responsibilities and authority of ENGINEER as assigned in said Standard General
Conditions shall not be extended, except as ENGINEER may otherwise agree in writing.
A.11 of OWNER's instructions to Contractor(s) will be issued through ENGINEER who
will have authority to act on behalf of OWNER to the extent provided in said Standard
General Conditions except as otherwise agreed to in writing by ENGINEER and
OWNER.
2.2.2. Visits to Site and Observation of Construction. In connection with observations
of the work of Contractor(s) while it is in progress:
2.2.2.1. ENGINEER shall make visits to the site at intervals appropriate to the
various stages of construction as ENGINEER deems necessary in order to observe
as an experienced and qualified design professional the progress and quality of the
various aspects of Contractor(s)' work. Based on information obtained during
such visits and on such observations, ENGINEER shall endeavor to determine in
general if such work is proceeding in accordance with the Contract Documents
and ENGINEER shall keep OWNER informed of the progress of the work.
2.2.2.2. The purpose of ENGINEER's visits to the site will be to enable
ENGINEER to better carry out the duties and responsibilities assigned to and
undertaken by ENGINEER during the Construction Phase, and, in addition, by
exercise of ENGINEER's efforts as an experienced and qualified design
professional, to provide the OWNER a greater degree of confidence that the
completed work of Contractor(s) will conform generally to the Contract
Documents and that the integrity of the design concept as reflected in the Contract
Documents has been implemented and preserved by Contractor(s). ENGINEER
shall not, during such visits or as a result of such observations of Contractor(s)'
work in progress, supervise, direct or have control over Contractor(s)' work nor
shall ENGINEER have authority over or responsibility for the means, methods,
techniques, sequences or procedures of construction selected by Contractor(s), for
safety precautions and programs incident to the work of Contractor(s) or for any
failure of Contractor(s) to comply with laws, rules, regulations, ordinances, codes
or orders applicable to Contractor(s) furnishing and performing their work.
Accordingly, ENGINEER can neither guarantee the performance of the
construction contracts by Contractor(s) nor assume responsibility for
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Contractor(s)' failure to furnish and perforn~ their work in accordance with the
Contract Documents.
2.2.3. Defective Work. During such visits and on the basis of such observations,
ENGINEER may disapprove or reject Contractor(s)' work while it is in progress if
ENGINEER believes that such work will not produce a completed Project that conforms
generally to the Contract Documents or that it will prejudice the integrity of the design
concept of the Project as reflected in the Contract Documents.
2.2.4. Interpretations and Clarifications. ENGINEER shall issue necessary
interpretations and clarifications of the Contract Documents and in connection therewith
prepare work directive changes and change orders as required.
2.2.5. Shop Drawings. ENGINEER shall review and approve (or take other appropriate
action in respect of), Shop Drawings (as that term is defined in the aforesaid Standard
General Conditions), samples and other data which Contractor(s) are required to submit,
but only for conformance with the design concept of the Project. Such reviews and
approvals or other action shall not extend to means, methods, techniques, sequences or
procedures of construction or to safety precautions and programs incident thereto.
2.2.6. Substitutes. ENGINEER shall evaluate and determine the acceptability of
substitute materials and equipment proposed by Contractor(s), but subject to the provision
of Paragraph 3.2.3.
2.2.7. Inspections and Tests. ENGINEER shall have authority, as OWNER's
representative, to require special inspection or testing of the work, and shall receive and
review all certificates of inspections, testings and approvals required by laws, rules,
regulations, ordinances, codes, orders or the Contract Documents Cout only to determine
generally that their content complies with the requirements of, and the results certified
indicate compliance with, the Contract Documents).
2.2.8. Disputes between OWNER and Contractor. ENGINEER shall act as initial
interpreter of the requirements of the Contract Documents and judge of the acceptability
of the work thereunder and make decisions on all claims of OWNER and Contractor(s)
relating to the acceptability of the work or the interpretation of the requirements of the
Contract Documents pertaining to the execution and progress of the work. BECAUSE
TIlE ENGLNEER IS LTNWILLING TO INCUR THE POTENTIAL LIABILITY
ARISING OUT OF THE ENGINEER'S INTERPRETATION WHICH WILL HAVE
ADVERSE CONSEQUENCES TO EITHER THE OWNER OR THE CONTRACTOR
UNLESS THE OWNER INDEMNIFIES THE ENGENEER, OWNER AGREES TO
DEFEND, SAVE, AND HOLD ENGINEER HARMLESS FROM ANY DA2MAGES
ARISING FROM OR RELATED TO ANY SUCH INTERPRETATIONS OR
DECISIONS RENDERED IN GOOD FAITH.
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2.2.9. Applications for Payment. Based on ENGINEER's on-site observations, and on
review of applications for payment and the accompanying data and schedules:
2.2.9.1. ENGINEER shall recommend in writing, payments to Contractor(s).
In the case of unit price work, ENGINEER's recommendations of payment will
include determinations of quantities and classifications of such work (subject to
any subsequent adjustments allowed by the Contract Documents).
2.2.9.2. By recommending any payment ENGINEER will not thereby be deemed
to have represented that exhaustive, continuous or detailed reviews or
examinations have been made by ENGINEER to check the quality or quantity of
Contractor(s)' work as it is furnished and performed, beyond the responsibilities
specifically assigned to ENGINEER in this Agreement. ENGINEER's review of
Contractor(s)' work for the purposes of recommending payments will not impose
on ENGINEER responsibility to supervise, direct or control such work or for the
means, methods, techniques, sequences, or procedures of construction or safety
precautions or programs incident thereto or Contractor(s) compliance with laws,
rules, regulations, ordinances, codes or orders applicable to their furnishing and
performing the work. It will also not impose responsibility on ENGINEER to
make any examination to ascertain how or for what purposes any Contractor has
used the moneys paid on account of the Contract Price, or to determine that title
to any of the work, materials or equipment has passed to OWNER free and clear
of any lien, claims, security interest or encumbrances, or that there may not be
other matters at issue between OWNER and CONTRACTOR that might affect the
amount that should be paid.
2.2.10. Contractor(s)' Completion Documents. ENGINEER shall receive maintenance
and operating instructions, schedules, guarantees, bonds and certificates of inspection,
tests and approvals which are assembled by Contractor(s) in accordance with the Contract
Documents and shall transmit them to OWNER.
2.2.11. Inspections. ENGINEER shall conduct an inspection to determine if the work
is substantially complete and a final inspection to determine if the completed work is
acceptable so that ENGINEER may recommend, in writing, final payment to
Contractor(s), and may give written notice to OWNER and the Contractor(s) that the
work is acceptable (subject to any conditions therein expressed), but any such
recommendation and notice will be subject to the limitations expressed in Paragraph
2.2.9.2.
2.2.12. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts
or omissions of any Contractor, or of any subcontractor or supplier, or any of the
Contractor(s)' or subcontractor's or supplier's agents or employees or any other persons
(except ENGINEER's own employees and agents), at the site or otherwise furnishing or
performing any of the Contractor(s)' work.
PAGE - 7
6.9. Standard of Care.
6.9.1. ENGINEER shall perform for or furnish to OWNER professional engineering and
related services in all phases of the Project to which this Agreement applies as
hereinbefore provided. ENGINEER shall serve as OWNER's prime design professional
and engineering representative for the Project providing professional engineering
consultation and advice with respect thereto. ENGINEER may employ such
ENGINEER's Consultants as ENGINEER dee~ns necessary to assist in the performance
or furnishing of professional engineering and related services hereunder. ENGINEER
shall not be required to employ any ENGINEER'S Consultant unacceptable to
ENGINEER.
6.9.2. The standard of care for all professional engineering and related services
performed or furnished by ENGINEER under this Agreement will be the care and skill
ordinarily used by members of ENGINEER's profession practicing under similar
conditions at the same time and in the same locality. ENGINEER MAKES NO
REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED,
EXCEPT FOR THOSE MADE IN TillS AGREEMENT.
SECTION 7 - SPECIAL PROVISIONS, EXHIBITS and SCHEDULES.
7.1. The following Exhibits are attached to and made a part of this Agreement:
7.1.1. Exhibit A "Hourly Rates for Additional Services" consisting of one (1) page.
7.1.2. Exhibit B "Scope of Ser¥ices, Sandy Lake Road and 24" Water Line" consisting
of twenty (20) pages.
7.1.3. Exhibit C "Compensation to Engineer and Time of Completion" consisting of
three (3) pages.
7.2. THIS AGREEMENT (consisting of pages 1 to 18, inclusive), together with
Exhibits and Schedules identified above, constitutes the entire agreement between
OWNER and ENGINEER and supersedes all prior written or oral understandings. This
Agreement and said Exhibits and Schedules may only be amended, supplemented,
modified, or canceled by a duly executed written instrument. THE OWNER AND
ENGINEER EACH ACKNOWLEDGE BY THE EXECUTION OF THIS
AGREEMENT THAT NF~THER THE OWNER NOR THE ENGINEER HAS MADE
ANY REPRESENTATIONS OR HAS MADE ANY EXPRESSED OR [/VlPLIED
WARRANTIES NOT CONTAINED IN THIS AGREEMENT.
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