11 - Structural Engineering Agreemwnt to design the demolition of the Belford BuildingNo. 11
TO: Mayor, Mayor Pro Tem & City Council
FROM: Grayson Path, City Manager
SUBJECT: BELFORD BUILDING DEMOLITION
PROFESSIONAL SERVICES AGREEMENT — DESIGN
DATE: September 26, 2022
BACKGROUND:
The Belford Building, located at 135 SE I" Street, is in a state of dilapidation with portions having
collapsed, and needs to be demolished. It has therefore been deemed a public safety hazard. The
City of Paris has an existing and valid demolition order, from the Buildings and Standards
Commission, against the Belford Building. All appeals of this order have been exhausted. In
addition, the 6th District Court has applied a Judgement Lien for Civil Penalties, which are
continuing to accrue. Through communications with the owner, there are no known plans by the
owner to act on this issue.
STATUS OF ISSUE:
The City has identified and negotiated with Jason Hart Engineering, PLLC, to design the
demolition of the Belford Building. This will then be followed by procurement of a contractor to
perform the work. Design will begin immediately with procurement of the contractor foreseen to
occur later in 2022.
BUDGET:
The City Council has authorized ARPA funding for this project in FY22/23, Jason Hart
Engineering's services will be contracted at $46,960.00..
OPTIONS:
1. Approve the professional services agreement with Jason Hart Engineering in the amount
of $46,960.00 and authorize the City Manager to sign.
2. Request additional information regarding the project, engineer, timeline, budget, etc.
and/or reject the agreement and advise the City Manager as to next steps.
RECOMMENDATION:
1. Approve the professional services agreement with Jason Hart Engineering in the amount
of $46,960.00 and authorize the City Manager to sign.
A
July 11, 2022
Grayson Path
City Manager
City of Paris, Texas
135 SE 1St Street
Paris, Texas 75461
Proposal for Structural Engineering Services
260 South Main Street Demolition (Belford Building), Paris, Texas
Dear Mr. Path:
Thank you for the opportunity to submit a proposal for the preparation of plans and
specifications (Contract Documents) for the demolition of the Belford Building at 260 South Main
Street in Paris. In this proposal, I have described the scope of work, services to be performed,
consulting fee and schedule.
Exhibit 1. Project site
Structure to remain
Structure to be
demolished
Street that may be
used by contractor
for limited times
when scheduled in
advance
Land that can be
used by contractor
Pr I 13
Grayson Path
Proposal - 260 S. Main St. Demolition (Belford Building), Paris, Texas
July 11, 2022
SERVICES
Based on my discussions with the City of Paris, the reports provided, and my experience with
demolition projects, I understand that the scope of the project includes the following:
- Task 1: Structural engineering assessment and analysis to the extent that a) the City is
assured that the building can be demolished in a manner that does not damage adjacent
property, and b) limited direction is provided to bidders, in the Contract Documents, so
they understand the limiting structural characteristics of the building without engaging a
structural engineer. Note that the Contractor who is awarded the project may need to hire
a structural engineer to validate its own preferred method of demolishing the building.
- Task 2: Determine water table elevation. Contract with a third -party testing company
that will determine the water table elevation adjacent to the building. Note that the water
table fluctuates based on future rainfall.
- Task 3: Locate adjacent underground utilities. This will be performed by a third -party
company contracted with JHE.
- Task 4: Prepare a set of Contract Documents, which will consist of drawings and
specifications, that identify the scope of the demolition project, including:
o Known utility locations
o Requirements for capping/terminating utilities, pipes, and cables
o Allotted duration
o Permissible hours of demolition
o Responsibilities for traffic control during demolition
o Process for pay applications
o Instructions/limitations for materials disposal, including asbestos and lead-based
paint
o Requirements for foundation demolition
o Requirements for filling the site after removing the basement structure
o Prescriptive requirements for protecting adjacent property. Note that the design
of this system, if any is required, will be the responsibility of the Contractor.
- Task 5: Assist the City with the Bid Advertisement
- Task 6: Lead a Pre -Bid Meeting and project walkthrough for prospective bidders.
- Task 7: Assist the City in evaluating bids
- Task 8: Kick-off Meeting. Participate in the Kick-off Meeting with the Contractor.
- Task 9: Demolition Phase. Answer Contractor's questions and assist the City in the
review of Contractor's submittals to validate that the Contractor is adhering to the Project
requirements.
Grayson Path
Proposal - 260 S. Main St. Demolition (Belford Building), Paris, Texas
July 11, 2022
FEE & SCHEDULE
The project can be completed for the fee shown below based on the following schedule:
Task
Fee
Duration
Task 1: Structural engineering assessment and analysis
$9,420
Task 2: Determine water table elevation
$4,940
5 weeks
Task 3: Locate adjacent underground utilities
$5,940
Task 4: Pre °pare a set of Contract Documents
118,960
Task 5: Assist the City with the Bid Advertisement
$940
Task 6: Lead a Pre -Bid Meeting
$2,300
9 weeks
Task 7: Assist the City in evaluating bids
$940
Task 8: Kick-off Meeting
Is2 060
Task 9: Demolition Phase
; "4 460
4 weeks
TOTAL
$49,960
18 weeks
INSURANCE
My firm holds the following insurance policies:
Commercial General Liability $1,000,000 each occurrence/ $2,000,000 aggregate
Professional Liability $1,000,000 each occurrence/ $2,000,000 aggregate
Automobile Liability $1,000,000
Workers Compensation $1,000,000
I look forward to working with the City of Paris on this project. If you have any questions about
this proposal, please let me know.
Sincerely,
Jason Hart Engineering PLLC
Texas PE Firm No. 22967
Jason Hart, P.E.
cc: Robert Vine, Chris Donnan
AGREEMENT BETWEEN CLIENT AND ENGINEER
FOR PROFESSIONAL SERVICES
TABLE OF CONTENTS
Article 1 --
Services OfEngineer ....................................................................................................................
1
1.01
Scope ............................................................................................................................................
1
Article 2 --
Client's Responsibilities ...............................................................................................................
1
2]]1
Project Information ......................................................................................................................
1
2]]2
Client's Instructions Regarding Bidding/Proposal and Front -End Construction Contract
Documents................................................................................................................................................
2
2.03
Client -Furnished Services ................................................................
............................................ 2
2.04
Client's General Responsibilities ....................................................
.............................................
2.05
Payment ---------------------------------------------4
Article 3 --
Schedule For Rendering Services ................................................................................................
4
8.01
Commencement .............................................................................
............................................ 4
3.02
Time for Completion ......................................................................
............................................. 4
Article 4 --
Invoices And Payments -------------.---.-----_--------------.S
4.01
Invoices ........................................................................................................................................
S
4.02
Payments .......................................................................................
............................................. S
ArticleS --
Opinions OfCost ..........................................................................................................................
S
5.01
Opinions ofProbable Construction Cost ......................................................................................
5
5.02
Opinions ofTotal Project Costs .....................................................
Error! Bookmark not defined.
Article 6 --
General Considerations ...............................................................................................................
S
601
Standards nfPerformance ...........................................................................................................
S
602
Ownership and Use ofDocuments ..............................................................................................
7
6.03
Electronic Transmittals ................................................................................................................
O
6.04
Insurance ......................................................................................................................................
9
6.05
Suspension and Termination .....................................................................................................
1O
6.06
Successors, Assigns, and Beneficiaries .......................................................................................
11
6.07
Dispute Resolution .....................................................................................................................
12
6.08
Controlling Law; Venue ..............................................................................................................
12
619
Environmental Condition ofSite ................................................................................................
l2
6.10
Indemnification and Mutual Waiver ..........................................................................................
13
6.11
Records Retention ......................................................................................................................
14
6.12
Miscellaneous Provisions ...........................................................................................................
14
Article7 -- Definitions .................................................................................................................................
15
7.01
Defined Terms .............................................. .............................................................................
15
Article 8 --
Exhibits And Special Provisions ................... .............................................................................
19
8]]1
Exhibits toAgreement ...........................................................................................
................... 19
8.02
Total Agreement ........................................................................................................................
JU
8]]3
Designated Representatives ......................................................................................................
20
8]04
Engineer's Certifications ............................................................................................................
ZO
8]]5
Conflict ofInterest .....................................................................................................................
2O
ococ E-500, Agreement between Client and Engineer for Professional semices.
copyright20mNational Society mProfessional Engineers, American Council mEngineering Companies,
and American Society mCivil Engineers. All rights reserved.
TOC Page zmz
AGREEMENT BETWEEN CLIENT AND ENGINEER FOR PROFESSIONAL SERVICES
This is an Agreement between the City of Paris (Client) and Jason Hart Engineering PLLC (Engineer). Client's
Project, of which Engineer's services under this Agreement are a part, is generally identified as Belford
Building Demolition (Project). Other terms used in this Agreement are defined in Article 7. Engineer's
services under this Agreement are generally identified as structural engineering consulting and
preparation of Construction Contract Documents for the demolition of the Belford Building at 260 South
Main Street in Paris, Texas.
Client and Engineer further agree as follows:
ARTICLE 1—SERVICES OF ENGINEER
1.01 Scope
A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A.
B. All phases of service will include Management of Engineering Services as shown in Exhibit A.
ARTICLE 2—CLIENT'S RESPONSIBILITIES
2.01 Project Information
A. To the extent Client has not already provided the following, or has new, additional, or revised
information from that previously provided, Client shall provide Engineer with information
and data needed by Engineer in the performance of Basic and Additional Services, including
Client's:
1. project objectives and constraints;
2. any other available information pertinent to the Project including reports and data
relative to previous assessments, designs, construction, or investigation at or adjacent
to the Site.
B. Following Engineer's assessment of initially -available Project information and data and upon
Engineer's request, Client shall furnish such additional Project -related information and data
as is reasonably required to enable Engineer to complete its Basic and Additional Services;
or, with consent of Engineer, Client may authorize the Engineer to obtain or provide all or
part of such additional information as Additional Services. Such additional information or
data may include the following:
1. Utility documentation.
2. Explorations and tests of subsurface conditions at or adjacent to the Site and
appropriate professional interpretation of such information or data.
3. Data or consultations as required for the Project but not otherwise identified in this
Agreement.
C. Client shall examine all studies, reports, sketches, Drawings, Specifications, proposals, and
other documents presented by Engineer (including obtaining advice of an attorney, risk
manager, insurance counselor, financial/municipal advisor, and other advisors or consultants
as Client deems appropriate with respect to such examination) and render in writing timely
decisions pertaining thereto.
EJCDC® E-500, Agreement between Client and Engineer for Professional Services.
Copyright° 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 1 of 21
2.02 Client's Instructions Regarding Bidding/Proposal and Front -End Construction Contract Documents
A. Client shall give instructions to Engineer regarding Client's procurement of construction
services (including instructions regarding advertisements for bids, instructions to bidders,
and requests for proposals, as applicable) and Client's construction contract practices and
requirements, and furnish to Engineer the following:
1. Client's standard contract forms, general conditions, supplementary conditions, text,
and related documents and content for Engineer to include in the draft
Bidding/Proposal Documents, and in draft Front -End Construction Contract Documents;
2. insurance and bonding requirements;
3. protocols for electronic transmittals during bidding and construction;
4. Client's safety and security programs applicable to Contractor;
5. diversity and other social responsibility requirements;
6. bidding and contract requirements of funding, financing, or regulatory entities;
7. other specific conditions applicable to the procurement of construction or contract
documents;
8. any other information necessary for Engineer to assist Client in preparing its
Bidding/Proposal Documents and Front -End Construction Contract Documents.
B. Client shall have responsibility for the final content of (1) such Bidding/Proposal Documents,
and (2) such Front -End Construction Contract Documents, other than content furnished by
Engineer concerning the design (as set forth in the Drawings, Specifications, or otherwise) or
other engineering or technical matters.
1. Client shall seek the advice of Client's legal counsel, risk managers, and insurance
advisors with respect to the drafting and content of such documents.
C. If there will be an advertisement soliciting bids for construction, Client shall place and pay
for such advertisement.
2.03 Client -Furnished Services
A. Recognizing and acknowledging that Engineer's services and expertise do not include the
following services, Client shall obtain, as required for the Project:
1. Accounting, bond and financial advisory services (including, if applicable, "municipal
advisor" services as described in Section 975 of the Dodd -Frank Wall Street Reform and
Consumer Protection Act (2010) and the municipal advisor registration rules issued by
the Securities and Exchange Commission), and insurance counseling services.
2. Legal services, including attorney review of proposed Construction Contract
Documents, legal services required by Client, legal services needed as a result of issues
raised by Contractor, and Project -related legal services reasonably requested by
Engineer.
3. Auditing services, including those needed by Client to ascertain how orfor what purpose
Contractor has used money paid to it.
EJCDC® E-500, Agreement between Client and Engineer for Professional Services.
Copyright" 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 2 of 21
B. Client shall acquire or arrange for acquisition of the Site and any temporary or permanent
rights of access, easements, or property rights needed for the Project.
C. With respect to the portions or phases of the Project designed or specified by Engineer, Client
shall provide, obtain, or arrange for:
1. all required reviews, approvals, consents, and permits from governmental authorities
having jurisdiction, and
such reviews, approvals, and consents from others as may be necessary for completion
of each portion or phase of the Project.
2.04 Client's General Responsibilities
A. Client shall inform Engineer of the policies, procedures, and requirements of Client that are
applicable to Engineer's performance of services under this Agreement.
B. Client shall inform Engineer in writing of any safety or security programs that are applicable
to the personnel of Engineer, its Subconsultants, and Engineer's Subcontractors, as they visit
the Site or otherwise perform services under this Agreement.
C. Client shall arrange for safe access to and make all provisions for Engineer to enter upon
public and private property as required for Engineer to perform services under this
Agreement.
D. Client shall provide necessary direction and make decisions, including review of Engineer's
submittals, requested by Engineer for performance of Engineer's services.
E. Client shall be responsible for all requirements and instructions that it furnishes to Engineer
pursuant to this Agreement, and for the accuracy and completeness of all programs, reports,
data, and other information furnished by Client to Engineer pursuant to this Agreement.
Engineer may use and rely upon such requirements, programs, instructions, reports, data,
and information in performing or furnishing services under this Agreement, subject to any
express limitations or reservations applicable to the furnished items.
Client shall give prompt written notice to Engineer whenever Client observes or otherwise
becomes aware of:
1. any development that affects the scope or time of performance of Engineer's services;
the presence at the Site of any Constituent of Concern; or
3. any relevant, material defect or nonconformance in: (a) Engineer's services, (b) the
Work, (c) the performance of any Constructor, or (d) Client's performance of its
responsibilities under this Agreement.
G. Client shall advise Engineer of the identity and scope of services of any independent
consultants employed by Client to perform or furnish services in regard to the Project,
including, but not limited to, cost estimating, project peer review, and value engineering.
H. If Client designates a construction manager, site representative, or any individual or entity
other than, or in addition to, Engineer to represent Client at the Site, Client shall define and
set forth as an exhibit to this Agreement the duties, responsibilities, and limitations of
authority of such other party and the relation thereof to the duties, responsibilities, and
authority of Engineer.
EJCDV E-500, Agreement between Client and Engineer for Professional Services.
Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 3 of 21
m Clientshall:
e Attend and participate in the pre-bidconference, bid opening, pre®c sr cin
conferences, construction progress and other ®relate eeings, and Site visits t
determine Substantial Completion and readiness of the completed or for final
payment.
2® Primarily communicate with gi eer's Subcontractors and Subconsultants through e
Engineer.
a, Promptly inform gi eer of the substance of any communications between Client
and Engineer's Subcontractors or Subconsultants.
b. Refrain from irecting the services of Engineer's Subcontractors or Subconsultants.
3m Authorize Engineer to provide Additional Services as set forth in Article 2 of ExhibitA o
e Agreement, as required®
4, Perform or provide the following:
a® Communications with any property claimholders.
b. Legal services related to dealings with ro erty claimholders.
2.05 Payment
Aa Client shall pay Engineer as set forth in Article 4 and Exhibit J.
B. Engineer's compensation is summarized as follows® if there is a conflict between the
following summary and the contents of Exhibit, then x i it J will prevail.
Description of Service Amount Basis
of
Compensation
vice (Article � � �....._. _ $46,960* Lump 1, 6asec Services Article 1 of Exhibit Exhibit A .... ...�. FI®url....
�i it A Sura
22 mmA di ianal Serv�ees Article 2 W...w .., y
*Based on a2 -month continuous construction erio
1. Lump sum amount incorporate Engineer's labor, overhead, profit.
2® Lump sum amount excludesEngineer's Subcontractor aSu co sults s®car es® I
these services are required, they will be billed as Additional Services, Refer to Exhibit
3,01 Commencement
A. Engineer is authorized o begin rendering services as of the Effective Date.
3®02 Time for Completion
A. Engineer shall complete its obligations within a reasonable time. Specific periods of time for
rendering services, or specific dates by which services are to be completed, are provided in
Exhibit B, and are hereby agreed to be reasonable.
B. If, through no fault of Engineer, such periods of time or dates , are c, ,,,y; r or
, orderly
de
and continuous L * M d
"+i'O E-SOO, Agreement between Client and Engineer for Professional
a C National SocietV of Profession5d
r, a, .
and American Society of Civil Engineers. All rights reserved.
or suspended, then the time for completion of Engineer's services, and the rates and
amounts of Engineer's compensation, will be adjusted equitably.
C. If Client authorizes changes in the scope, extent, or character of the Project or Engineer's
services, then the time for completion of Engineer's services, and the rates and amounts of
Engineer's compensation, will be adjusted equitably.
D. If Engineer fails, for reasons within control of Engineer, to complete the performance
required in this Agreement within the time set forth, as duly adjusted, then Client shall be
entitled, as its sole remedy, to the recovery of direct damages to the extent, if any, resulting
from such failure by Engineer.
ARTICLE 4—INVOICES AND PAYMENTS
4.01 Invoices
A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its
standard invoicing practices, the progress reporting, Client's special invoicing requirements
(if any), and the terms of Exhibit J. Engineer shall submit its invoices to Client on a monthly
basis. Invoices are due and payable within 30 days of receipt.
4.02 Payments
A. Application to Interest and Principal: Payment will be credited first to any interest owed to
Engineer and then to principal.
Disputed Invoices: If Client disputes an invoice, either as to amount or entitlement, then
Client shall promptly advise Engineer in writing of the specific basis for doing so; may
withhold only that portion so disputed; and must pay the undisputed portion, subject to the
terms of Paragraph 4.01. After a disputed item has been resolved, Engineer shall include the
agreed-upon amount on a new invoice.
C. Failure to Pay: If Client fails to make any undisputed payment due Engineer within 30 days
after receipt of Engineer's invoice, then:
1. amounts due Engineer will be increased at the rate of 5.75% (annual rate) from said
thirtieth day, and
2. Engineer may, after giving 7 days' written notice to Client, suspend services under this
Agreement until Client has paid in full amounts due. Client waives any and all claims
against Engineer for any such suspension.
ARTICLE S—OPINIONS OF COST
5.01 Opinions of Probable Construction Cost and Opinions of Total Project Costs will not be provided
by Engineer for this Project.
ARTICLE 6—GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. Standard of Care: 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
EJCDC® E-500, Agreement between Client and Engineer for Professional Services.
Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 5 of 21
same time and in the same locality. Engineer makes no warranties, express or implied, under
this Agreement or otherwise, in connection with any services performed or furnished by
Engineer.
B. Technical Accuracy: Client shall not be responsible for discovering deficiencies in the
technical accuracy of Engineer's services. Engineer shall correct deficiencies in technical
accuracy without additional compensation unless such corrective action is directly
attributable to deficiencies in Client -furnished information.
C. Engineer's Subcontractors and Subconsultants: Engineer may retain such Engineer's
Subcontractors and Subconsultants as Engineer deems necessary to assist in the
performance or furnishing of the services, subject to reasonable, timely, and substantive
objections by Client.
D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer
may use or rely upon design elements and information ordinarily or customarily furnished by
others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the
publishers of technical standards.
E. Compliance with Laws and Regulations, and Policies and Procedures
1. Engineer and Client shall comply with applicable Laws and Regulations.
2. Engineer shall comply with the policies, procedures, and instructions of Client that are
applicable to Engineer's performance of services under this Agreement and that Client
provides to Engineer in writing, subject to the standard of care set forth in
Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional
practice requirements.
3. This Agreement is based on Laws and Regulations and Client -provided written policies
and procedures as of the Effective Date. The following may be the basis for
modifications to Client's responsibilities or to Engineer's scope of services, times of
performance, or compensation:
a. changes after the Effective Date to Laws and Regulations,
b. the receipt by Engineer after the Effective Date of Client -provided written policies
and procedures, and
c. changes after the Effective Date to Client -provided written policies or procedures.
F. General Conditions of Construction Contract: The general conditions for any Construction
Contract Documents prepared hereunder are to be either:
1. the current edition of EJCDC® C-700, Standard General Conditions of the Construction
Contract, prepared by the Engineers Joint Contract Documents Committee, or
2. standard contract provided by Client.
G. Copies of Drawings and Specifications: Engineer shall deliver to Client one (1) complete
electronic copy of such Drawings and Specifications, signed and sealed according to
applicable Laws and Regulations, and one (1) complete printed copy, duly signed and sealed.
H. Engineer shall not be required to sign any document, no matter by whom requested, that
would result in Engineer having to certify, guarantee, or warrant conditions whose existence
Engineer cannot ascertain within the authorized scope of Engineer's services. Client agrees
EJCDC® E-500, Agreement between Client and Engineer for Professional Services.
Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 6 of 21
not to make resolution of any dispute with Engineer or payment of any amount due to
Engineer in any way contingent upon Engineer signing any such document.
I. Engineer shall not at any time supervise, direct, control, or have authority over any
Constructor's work, nor will Engineer have authority over or be responsible for the means,
methods, techniques, sequences, or procedures of construction selected or used by any
Constructor, or the safety precautions and programs incident thereto, for security or safety
at the Site, nor for any failure of a Constructor to comply with Laws and Regulations
applicable to that Constructor's furnishing and performing of its work. Engineer shall not be
responsible for the acts or omissions of any Constructor.
J. Engineer neither guarantees the performance of any Constructor nor assumes responsibility
for any Constructor's failure to furnish and perform the Work in accordance with the
Construction Contract Documents.
K. Engineer shall not be responsible for any decision made regarding the Construction Contract
Documents, or any application, interpretation, clarification, or modification of the
Construction Contract Documents, other than those made by Engineer.
L. Engineer is not required to provide and does not have any responsibility for surety bonding
or insurance -related advice, recommendations, counseling, or research, or enforcement of
construction insurance or surety bonding requirements.
M. Engineer's services do not include providing legal advice or representation.
N. Engineer's services do not include (1) serving as a "municipal advisor" for purposes of the
registration requirements of Section 975 of the Dodd -Frank Wall Street Reform and
Consumer Protection Act (2010) or the municipal advisor registration rules issued by the
Securities and Exchange Commission, or (2) advising Client, or any municipal entity or other
person or entity, regarding municipal financial products or the issuance of municipal
securities, including advice with respect to the structure, timing, terms, or other similar
matters concerning such products or issuances.
O. While at the Site, Engineer, its Subconsultants, and Engineer's Subcontractors, and their
employees and representatives will comply with the applicable requirements of Contractor's
and Client's safety programs of which Engineer has been informed in writing.
6.02 Ownership and Use of Documents
A. All Documents are instruments of service, and Engineer owns the Documents, including all
associated copyrights and the right of reuse at the discretion of the Engineer. Engineer shall
continue to own the Documents and all associated rights whether or not the Project is
completed.
1. Client may make and retain copies of Documents for information and reference in
connection with the use of the Documents on the Project.
2. Engineer grants Client a limited license to use the Documents on the Project, extensions
of the Project, and for related uses of the Client, subject to receipt by Engineer of full
payment due and owing for all services relating to preparation of the Documents, and
subject to the following limitations:
a. Client 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
EJCDC® E-500, Agreement between Client and Engineer for Professional Services.
Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 7 of 21
by Client or others on extensions of the Project, on any other project, or for any
other use or purpose, without written verification or adaptation by Engineer;
b. any such use or reuse, or any modification of the Documents, without written
verification, completion, or adaptation by Engineer, as appropriate for the specific
purpose intended, will be at Client's sole risk and without liability or legal exposure
to Engineer or to its officers, directors, members, partners, agents, employees, and
Subconsultants;
c. Client shall indemnify and hold harmless Engineer and its officers, directors,
members, partners, agents, employees, and Subconsultants from all claims,
damages, losses, and expenses, including attorneys' fees, arising out of or resulting
from any use, reuse, or modification of the Documents without written verification,
completion, or adaptation by Engineer; and
d. such limited license to Client shall not create any rights in third parties
B. Engineer at Client's request verifies the suitability of the Documents, completes them, or
adapts them for extensions of the Project or for any other purpose, then Client shall
compensate Engineer at rates or in an amount to be agreed upon by Client and Engineer.
C. Engineer will obtain Client's consent, which will not be unreasonably withheld, prior to
releasing any publicity, including news and press releases, promotional publications, award
and prize competition submittals, and other advertising regarding the subject matter of this
Agreement. Nothing herein will limit the Engineer's right to include information in
statements of qualifications and proposals to others accurately describing its participation
and participation of employees in the Project.
6.03 Electronic Transmittals
A. To the fullest extent practical, Client and Engineer agree to transmit, and accept, Project -
related correspondence, Documents, text, data, drawings, information, and graphics, in
electronic media or digital format, either directly, or through access to a secure Project
website, in accordance with Exhibit F, Electronic Documents Protocol (EDP).
1. Compliance with the EDP by Engineer shall be considered a Basic Service and no direct
or separate compensation will be paid to Engineer for such compliance.
2. Engineer's costs directly attributable to changes in Engineer's Electronic Documents
obligations, after the effective date of this Agreement, necessitated by revisions to
Exhibit F, delayed adoption of Exhibit F, or implementation of other Electronic
Documents protocols, will be compensated as Additional Services.
B. Except as stated otherwise in Exhibit F , when transmitting Electronic Documents by
Electronic Means, the transmitting party makes no representations as to long term
compatibility, usability, or readability of the Electronic Documents resulting from the
recipient's use of software application packages, operating systems, or computer hardware
differing from those used in the drafting or transmittal of the Electronic Documents, or from
those established in applicable protocols.
C. This Agreement (including the EDP) is not intended to create obligations for Client or
Engineer with respect to transmittals to or from third parties, except as expressly stated in
the EDP.
EJCDC® E-500, Agreement between Client and Engineer for Professional Services.
Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 8 of 21
6.04 Insurance
A. Engineer shall procure and maintain insurance as set forth in Exhibit G.
B. Additional Insureds: The Engineer's commercial general liability, automobile liability, and
professional liability policies, must:
1. include and list as additional insureds Client, and any individuals or entities identified as
additional insureds in Exhibit G;
2. include coverage for the respective officers, directors, members, partners, and
employees of all such additional insureds;
3. afford primary coverage to these additional insureds for all claims covered thereby
(including as applicable those arising from both ongoing and completed operations);
and
4. not seek contribution from insurance maintained by the additional insured.
C. Client shall procure and maintain insurance as set forth in Exhibit G.
D. Client shall require Contractor to purchase and maintain policies of insurance covering
workers' compensation, general liability, motor vehicle damage and injuries, and other
insurance necessary to protect Client's and Engineer's interests in the Project. Client shall
require Contractor to cause Engineer, its Subconsultants, and Engineer's Subcontractors to
be listed as additional insureds with respect to such liability insurance purchased and
maintained by Contractor for the Project. Client shall give Engineer access to any certificates
of insurance and copies of endorsements and policies obtained by Client from Contractor.
E. Client and Engineer shall each deliver to the other certificates of insurance evidencing the
coverages indicated in Exhibit G. Such certificates must be furnished prior to commencement
of Engineer's services and at renewals thereafter during the life of the Agreement.
1. Upon request by Client or any other insured, Engineer shall also furnish other evidence
of such required insurance, including but not limited to copies of policies and
endorsements, and deductibles, full disclosure of all relevant exclusions, and evidence
of insurance required to be purchased and maintained by Subconsultants and
Engineer's Subcontractors
F. All construction contracts entered into by Client with respect to the Project must require
builder's risk or similar property insurance.
G. All policies of property insurance relating to the Project, including but not limited to any
builder's risk or similar policy, must allow for waiver of subrogation rights and contain
provisions to the effect that in the event of payment of any loss or damage the insurers will
have no rights of recovery against any insured thereunder or against Engineer, its
Subconsultants, or Engineer's Subcontractors. Client and Engineer waive all rights against
each other, Contractor, Engineer's Subcontractors and Subconsultants, and the respective
officers, directors, members, partners, employees, agents, consultants, and subcontractors
of each and any of them, for all losses and damages caused by, arising out of, or resulting
from any of the perils or causes of loss covered by any such builder's risk or similar policy and
any other property insurance relating to the Project. Client and Engineer shall take
appropriate measures in other Project -related contracts to secure waivers of rights
consistent with those set forth in this paragraph.
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H. All policies of insurance must contain a provision or endorsement that the coverage afforded
will not be canceled, and that renewal will not be refused, until at least 10 days' prior written
notice has been given to the primary insured. Upon receipt of such notice, the primary
insured must promptly forward a copy of the notice to the other party to this Agreement and
replace the coverage being cancelled or reduced to conform to the requirements of this
Agreement.
At any time, Client may request that Engineer, or Engineer's Subcontractors or
Subconsultants, at Client'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 Client, and if commercially available, Engineer shall obtain and shall require
Engineer's Subcontractors or Subconsultants to obtain such additional insurance coverage,
different limits, or revised deductibles for such periods of time as requested by Client, and
Exhibit G will be supplemented to incorporate these requirements.
6.05 Suspension and Termination
A. Suspension
By Client: Client may suspend Engineer's services for up to 90 days upon 7 days' written
notice to Engineer.
By Engineer: Engineer may, after giving 7 days' written notice to Client, suspend services
under this Agreement:
if Client has failed to pay Engineer for invoiced services and expenses, as set forth
in Paragraphs 4.02.13 and 4.02.C;
b. in response to the presence of Constituents of Concern at the Site, as set forth in
Paragraph 6.09.1); or
c. if persistent circumstances beyond the control of Engineer have prevented it from
performing its obligations under this Agreement.
B. Termination for Cause
1. Either party may terminate the Agreement for cause upon 30 days' written notice in the
event of substantial failure by the other party to perform in accordance with the terms
of the Agreement, through no fault of the terminating party.
2. In addition to its termination rights in Paragraph 6.05.8.1, Engineer may terminate this
Agreement for cause upon 7 days' written notice:
if Client demands that Engineer furnish or perform services contrary to Engineer's
responsibilities as a licensed professional;
if Engineer's services for the Project are delayed or suspended for more than
90 days for reasons beyond Engineer's control; or
as the result of the presence at or adjacent to the Site of undisclosed Constituents
of Concern, as set forth in Paragraph 6.09.E.
3. Engineer will have no liability to Client on account of any termination by Engineer for
cause.
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C. Termination for Convenience: Client may terminate this Agreement for convenience,
effective upon Engineer's receipt of notice from Client.
D. Extension of Effective Date of Termination: If Client terminates the Agreement for cause or
convenience, Client may 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. Engineer shall be entitled to compensation for such tasks.
E. Payments Upon Termination: In the event of any termination under Paragraph 6.05,
Engineer will be entitled to invoice Client and to receive full payment for all services
performed or furnished in accordance with this Agreement and all reimbursable expenses
incurred through the effective date of termination. Upon making such payment, Client will
have the limited right to the use of Documents, at Client's sole risk, subject to the provisions
of Paragraph 6.02.A.
1. If Client has terminated the Agreement for cause and disputes Engineer's entitlement
to compensation for services and reimbursement of expenses, then Engineer's
entitlement to payment and Client's rights to the use of the Documents will be resolved
in accordance with the dispute resolution provisions of this Agreement or as otherwise
agreed in writing.
2. If Client has terminated the Agreement for convenience, or if Engineer has terminated
the Agreement for cause, then Engineer will be entitled, in addition to the payments
identified above, to invoice Client and receive payment of a reasonable amount for
services and expenses directly attributable to termination, both before and after the
effective date of termination, such as costs of terminating contracts with Engineer's
Subcontractors or Subconsultants, and other related close-out costs, using methods and
rates for Additional Services as set forth in Exhibit J.
6.06 Successors, Assigns, and Beneficiaries
A. Client and Engineer are hereby bound and the successors, executors, administrators, and
legal representatives of Client and Engineer (and to the extent permitted by Paragraph 6.06.13
the assigns of Client and Engineer) are hereby bound to the other party to this Agreement
and to the successors, executors, administrators and legal representatives (and said assigns)
of such other party, in respect of all covenants, agreements, and obligations of this
Agreement.
B. Neither Client nor Engineer may assign, sublet, or transfer any rights under or interest
(including, but without limitation, claims arising out of this Agreement or money that is due
or may become due) in this Agreement without the written consent of the other party,
except to the extent that any assignment, subletting, or transfer is mandated by law. Unless
specifically stated to the contrary in any written consent to an assignment, no assignment
will release or discharge the assignor from any duty or responsibility under this Agreement.
C. Unless expressly provided otherwise in this Agreement:
1. All duties and responsibilities undertaken pursuant to thisAgreement will be for the sole
and exclusive benefit of Client and Engineer and not for the benefit of any other party.
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2. Nothing in this Agreement will be construed to create, impose, or give rise to any duty
owed by Client or Engineer to any Constructor, other third -party individual or entity, or
to any surety for or employee of any of them.
3. Client agrees that the substance of the provisions of this Paragraph 6.06.0 will appear
in the Construction Contract Documents.
6.07 Dispute Resolution
A. Unless otherwise required by Exhibit H, Client and Engineer shall resolve all disputes in the
following manner:
1. Client 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 mediation.
2. Client and Engineer agree that they shall first submit any and all unsettled claims,
counterclaims, disputes, and other matters in question between them arising out of or
relating to this Agreement or the breach thereof ("Disputes") to mediation. Client and
Engineer agree to participate in the mediation process in good faith. The process will be
conducted on a confidential basis and must be completed within 120 days.
3. If the parties fail to resolve a Dispute through negotiations under Paragraph 6.07.A.1 or
mediation under Paragraph 6.07.A.2, then either or both may invoke the applicable
dispute resolution procedures of Exhibit H for final resolution of Disputes.
6.08 Controlling Law; Venue
A. This Agreement is to be governed by the Laws and Regulations of the state of Texas.
B. Venue for any exercise of rights at law will be the state court having jurisdiction at the
location of the Project.
6.09 Environmental Condition of Site
A. Client represents to Engineer that, as of the Effective Date, to the best of Client's knowledge,
no Constituents of Concern, other than those disclosed in writing to Engineer, exist at or
adjacent to the Site.
B. Undisclosed Constituents of Concern: For purposes of this Paragraph 6.09, the presence at
or adjacent to the Site of Constituents of Concern that were not disclosed to Engineer
pursuant to Paragraph 6.09.A, in such quantities or circumstances that such Constituents of
Concern may present a danger to persons or property exposed to them, will be referred to
as "undisclosed" Constituents of Concern.
1. The presence at the Site of materials that are necessary for the execution of the Work,
or that are to be incorporated in the Work, and that are controlled and contained
pursuant to industry practices, Laws and Regulations, and the requirements of this
Agreement or the Construction Contract, are not undisclosed Constituents of Concern.
2. Constituents of Concern that are to be located, identified, studied, removed, or
remediated as part of the services under this Agreement are not undisclosed
Constituents of Concern.
C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then
Engineer shall notify (1) Client and (2) appropriate authorities having jurisdiction if Engineer
reasonably concludes that doing so is required by applicable Laws or Regulations.
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D. It is acknowledged by both parties that Engineer's scope of services does not include any
services related to undisclosed Constituents of Concern. If Engineer or any other party
encounters, uncovers, or reveals an undisclosed Constituent of Concern, or if encountered,
uncovered, or revealed Constituents of Concern are present in substantially greater
quantities or substantially different locations than disclosed or anticipated, or if investigative
or remedial action, or other professional services, are necessary or required by applicable
Laws and Regulations with respect to such Constituents of Concern, then Engineer may, at
its option and without liability for direct, consequential, or any other damages, suspend
performance of services on the portion of the Project adversely affected thereby until such
portion of the Project is no longer so affected; and Client shall promptly determine whether
to retain a qualified expert to evaluate such condition or take any necessary corrective
action.
E. If the presence at the Site of undisclosed Constituents of Concern, or of Constituents of
Concern in substantially greater quantities or in substantially different locations than
disclosed or anticipated, adversely affects the performance of Engineer's services under this
Agreement, then:
1. if the adverse effects do not preclude Engineer from completing its Project services in
general accordance with this Agreement on unaffected or marginally affected portions
of the Project, Engineer may accept an equitable adjustment in its compensation or in
the time of completion, or both; and the Agreement will be amended to reflect changes
necessitated by the presence of such Constituents of Concern; or
2. if the adverse effects are of such materiality to the overall performance of Engineer that
it cannot complete its services without significant changes to the scope of services, time
of completion, and compensation, then Engineer may terminate this Agreement for
cause on 7 days' written notice.
F. Client acknowledges that Engineer is performing professional services for Client and that
Engineer is not and will not be required to become an "Client," "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 activities under this
Agreement.
6.10 Indemnification and Mutual Waiver
A. Indemnification by Engineer: To the fullest extent permitted by Laws and Regulations,
Engineer shall indemnify and hold harmless Client, and Client's officers, directors,
members, partners, agents, and employees, from losses, damages, and judgments
(including reasonable consultants' and attorneys' fees and expenses) arising from third -
party claims or actions relating to the Project, provided that any such claim, action, loss,
damages, or judgment 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 Engineer or Engineer's officers, directors, members, partners, agents, employees,
Subconsultants, or Engineer's Subcontractors. This indemnification provision is subject to
and limited by the provisions, if any, agreed to by Client and Engineer in Exhibit I,
"Limitations of Liability."
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B. Percentage Share of Negligence: To the fullest extent permitted by Laws and Regulations, a
party's total liability to the other party and anyone claiming by, through, or under the other
party for any cost, loss, or damages caused in part by the negligence of the party and in part
by the negligence of the other party or any other negligent entity or individual, will not
exceed the percentage share that the party's negligence bears to the total negligence of
Client, Engineer, and all other negligent entities and individuals.
C. Mutual Waiver: To the fullest extent permitted by Laws and Regulations, Client and Engineer
waive against each other, and the other's officers, directors, members, partners, agents,
employees, subconsultants, and insurers, 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 this Agreement or the Project, from any cause or causes, over and above limits of
insurance coverages for such damages.. Such excluded damages include but are not limited
to loss of profits or revenue; loss of use or opportunity; loss of good will; cost of substitute
facilities, goods, or services; and cost of capital.
6.11 Records Retention
A. Engineer shall maintain on file in legible form, for a period of five years following completion
or termination of its services, or such other period as required by Laws and Regulations, all
Documents, records (including cost records), and design calculations related to Engineer's
services or pertinent to Engineer's performance under this Agreement. Upon Client's
request, Engineer shall provide a copy of any such item to Client at cost.
6.12 Miscellaneous Provisions
A. Notices: Any notice required under this Agreement will be in writing, and delivered: by
registered or certified mail, or by e-mail to the recipient, with the words "Formal Notice" or
similar in the e-mail's subject line. All such notices are effective upon the date of receipt.
B. Survival: Subject to applicable Laws and Regulations, all express representations, waivers,
indemnifications, and limitations of liability included in this Agreement will survive its
completion or termination for any reason.
C. Severability: Any provision or part of the Agreement held to be void or unenforceable under
any Laws or Regulations will be deemed stricken, and all remaining provisions will continue
to be valid and binding upon Client and Engineer.
D. No Waiver: A party's non -enforcement of any provision will not constitute a waiver of that
provision, nor will it affect the enforceability of that provision or of the remainder of this
Agreement.
E. Accrual of Claims: To the fullest extent permitted by Laws and Regulations, all causes of
action arising under this Agreement will be deemed to have accrued, and all statutory
periods of limitation will commence, no later than the date of Substantial Completion„ or
the Project is not completed, then no later than the date of Client's last payment to Engineer.
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ARTICLE 7—DEFINITIONS
7.01 Defined Terms
A. 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, in the exhibits, or in the following definitions:
I. Addenda—Written or graphic instruments issued prior to the opening of bids which
clarify, correct, or change the bidding requirements or the proposed Construction
Contract Documents.
2. Additional Services—The services to be performed for or furnished to Client by Engineer
in accordance with Article 2 of Exhibit A of this Agreement.
3. Agreement—This written contract for professional services between Client and
Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed
amendments.
4. Application for Payment—The form acceptable to Engineer which is to be used by
Contractor during the course of the Work in requesting progress or final payments and
which is to be accompanied by such supporting documentation as is required by the
Construction Contract.
5. Basic Services—The services to be performed for or furnished to Client by Engineer in
accordance with Article 1 of Exhibit A of this Agreement.
6. Bidding/Proposal Documents—Documents related to the selection of the Contractor,
including advertisements or invitations to bid; requests for proposals; instructions to
bidders or proposers, including any attachments such as lists of available Site -related
documents; bid forms; bids; proposal forms; proposals; bidding requirements; and
qualifications documents.
7. Change Order—A document which is signed by Contractor and Client and authorizes an
addition, deletion, or revision in the Work or an adjustment in the Construction Contract
Price or the Construction Contract Times, or other revision to the Construction Contract,
issued on or after the effective date of the Construction Contract.
8. Change Proposal—A written request by Contractor, duly submitted in compliance with
the procedural requirements set forth in the Construction Contract, seeking an
adjustment in Construction Contract Price or Construction Contract Times, or both;
contesting an initial decision by Engineer concerning the requirements of the
Construction Contract Documents or the acceptability of Work under the Construction
Contract Documents; challenging a set-off against payments due; or seeking other relief
with respect to the terms of the Construction Contract.
9. Constituents of Concern—Asbestos, petroleum, radioactive materials, polychlorinated
biphenyls (PCBs), lead-based paint (as defined by the HUD/EPA standard), hazardous
waste, and any substance, product, waste, or other material of any nature whatsoever
that is or becomes listed, regulated, or addressed pursuant to Laws and Regulations
regulating, relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic, or dangerous waste, substance, or material.
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10. Construction Contract—The entire and integrated written contract between Client and
Contractor concerning the Work.
11. Construction Contract Documents—Those items designated as "Contract Documents"
in the Construction Contract, and which together comprise the Construction Contract.
See also definition of "Front -End Construction Contract Documents" below.
12. Construction Contract Price—The money that Client has agreed to pay Contractor for
completion of the Work in accordance with the Construction Contract Documents.
13. Construction Contract Times—The number of days or the dates by which Contractor
must: (a) achieve milestones, if any, in the Construction Contract; (b) achieve
Substantial Completion; and (c) complete the Work.
14. Construction Cost—The cost to Client of the construction of those portions of the entire
Project designed or specified by or for Engineer under this Agreement, including
construction labor, services, materials, equipment, insurance, and bonding costs, and
allowances for contingencies. Construction Cost does not include costs of services of
Engineer or other design professionals and consultants; cost of land or rights-of-way, or
compensation for damages to property; Client's costs for legal, accounting, insurance
counseling, or auditing services; interest or financing charges incurred in connection
with the Project; or the cost of other services to be provided by others to Client.
Construction Cost is one of the items comprising Total Project Costs.
15. Constructor—Any person or entity (not including the Engineer, its employees, agents,
representatives, or Subconsultants, or Engineer's Subcontractors), performing or
supporting construction activities relating to the Project, including but not limited to
Contractors, Subcontractors, Suppliers, Client's work forces, utility companies, other
contractors, construction managers, testing firms, shippers, and truckers, and the
employees, agents, and representatives of any or all of them.
16. Contractor—The entity or individual with which Client enters into a Construction
Contract.
17. Documents—All documents expressly identified as deliverables in this Agreement,
whether in printed or Electronic Document form, required by this Agreement to be
provided or furnished by Engineer to Client. Such specifically required deliverables may
include, by way of example, Drawings, Specifications, data, and reports.
18. Drawings—That part of the Construction Contract Documents that graphically shows
the scope, extent, and character of the Work to be performed by Contractor.
19. Effective Date—The date indicated in this Agreement on which it becomes effective, but
if no such date is indicated, the date on which this Agreement is signed and delivered
by the last of the parties to sign and deliver.
20. Electronic Document—Any Project -related correspondence, attachments to
correspondence, data, documents, drawings, information, or graphics, including but not
limited to Shop Drawings and other Submittals, that are in an electronic or digital
format.
21. Electronic Means—Electronic mail (e-mail), upload/download from a secure Project
website, or other communications methods that allow: (a) the transmission or
communication o Electronic Documents, Ob the documentation of transmissions,
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including sending and receipt; (c) printing of the transmitted Electronic Document by
the recipient; (d) the storage and archiving of the Electronic Document by sender and
recipient; and (e) the use by recipient of the Electronic Document for purposes
permitted by this Agreement. Electronic Means does not include the use of text
messaging, or of Facebook, Twitter, Instagram, or similar social media services for
transmission of Electronic Documents.
22. Engineer—The individual or entity named as such in this Agreement.
23. Engineer's Subcontractor—An individual, firm, vendor, or other entity having a contract
with Engineer to furnish general services, equipment, or materials with respect to the
Project as an independent contractor.
24. Field Order—A written order issued by Engineer which requires minor changes in the
Work but does not change the Construction Contract Price or the Construction Contract
Times.
25. Front -End Construction Contract Documents—Those Construction Contract Documents
whose primary purpose is to establish legal and contractual terms and conditions,
typically including the Client -Contractor agreement, bonds, general conditions, and
supplementary conditions. The term excludes the Drawings and Specifications, and any
Construction Contract Documents delivered or issued after the effective date of the
Construction Contract.
26. Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules,
regulations, ordinances, codes, and orders of any and all governmental bodies, agencies,
authorities, and courts having jurisdiction.
27. Client—The individual or entity named as such in this Agreement and for which
Engineer's services are to be performed. Unless indicated otherwise, this is the same
individual or entity that will enter into any Construction Contracts concerning the
Project.
28. Project—The total undertaking to be accomplished for Client by engineers, contractors,
and others, including planning, study, design, construction, testing, and demolition, and
of which the services to be performed or furnished by Engineer under this Agreement
are a part.
29. Record Drawings—Drawings depicting the completed Project, or a specific portion of
the completed Project, prepared by Engineer and based on Contractor's record copy of
all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field
Orders, and written interpretations and clarifications, as delivered to Engineer and
annotated by Contractor to show changes made during construction.
30. Resident Project Representative—The authorized representative of Engineer assigned
to assist Engineer at the Site during the Construction Phase. As used herein, the term
Resident Project Representative (RPR) includes any assistants or field staff of the RPR.
31. Samples—Physical examples of materials, equipment, or workmanship that are
representative of some portion of the Work and that establish the standards by which
such portion of the Work will be judged.
32. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or
y prepared m.y M y...... or for Contractor and
information that are speclficall or assembled b
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3& Substantial Completion—The time at which the Work (or a specified part thereof) has
progressed to the point where, in the opinion ! r specified part
thereof) is sufficiently complete, in accordance with the Construction Contract
Documents, so that the Work (or a specified part thereof) can be utilized for the
purposes for which it is intended."substantially and"substantially
completed" as applied to all or part of the Work referto Substantial Completion thereof.
39. p4,manufacturer,r, supplier, distributor, F - ial or vendor
having a direct contract with Contractor or with any Subcontractor to furnish materials
or equipment to be incorporated in the Work by Contractor or a Subcontractor.
40. Total Project Costs—The total cost of planning, studying, designing, constructing, and
testing of .. Project,4 n i. 1„ Cost and all other w '
, services,
materials, equipment, insurance, and bonding costs, allowances for contingencies, and
the total costs of services of Engineer or other design professionals and consultants
together " costs for ; o n,
includingbut "w to cost of damages
properties and private utilities (including relocation if not part of Construction Cost),
. 4 ! 4 w , r o w� soma
Copyrighe 20 20 National Society of ProfessionalCompanies,
and American Society 4 Civil Engineers. All rights reserved.
Client'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 Client.
41. Underground Facilities—All active or not -in-service underground lines, pipelines,
conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other
such facilities or systems at the Site, including but not limited to those facilities or
systems that produce, transmit, distribute, or convey telephone or other
communications, cable television, fiber optic transmissions, power, electricity, light,
heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste,
wastewater, storm water, other liquids or chemicals, or traffic or other control systems.
An abandoned facility or system is not an Underground Facility.
42. Work—The entire construction or the various separately identifiable parts thereof
required to be provided under the Construction Contract Documents. Work includes
and is the result of performing or providing all labor, services, and documentation
necessary to produce such construction; furnishing, installing, and incorporating all
materials into such construction, all as required by the Construction Contract
Documents.
43. Work Change Directive—A written directive to Contractor issued on or after the
effective date of the Construction Contract, signed by Client and recommended by
Engineer, ordering an addition, deletion, or revision in the Work.
B. Terminology
1. The word "day" means a calendar day of 24 hours measured from midnight to the next
midnight.
ARTICLE 8—EXHIBITS AND SPECIAL PROVISIONS
8.01 Exhibits to Agreement
The following exhibits are incorporated by reference and included as part of this Agreement:
A. Exhibit A, Engineer's Services.
B. Exhibit B, Deliverables Schedule.
C. Exhibit C, Amendment to Client -Engineer Agreement (form).
D. Exhibit D, Not Used.
E. Exhibit E, EJCDC® C-626, Notice of Acceptability of Work (form).
F. Exhibit F, Electronic Documents Protocol (EDP).
G. Exhibit G, Insurance.
H. Exhibit H, Dispute Resolution.
I. Exhibit I, Limitations of Liability.
J. Exhibit J, Payments to Engineer for Services and Reimbursable Expenses.
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8.02 Total Agreement
A. This Agreement (which includes the exhibits listed above) constitutes the entire contractual
agreement between Client and Engineer and supersedes all prior written or oral
understandings. This Agreement may only be amended, supplemented, modified, or
canceled by a written instrument duly executed by both parties. Amendments should be
based whenever possible on the format of Exhibit C to this Agreement.
8.03 Designated Representatives
A. With the execution of this Agreement, Engineer and Client shall each designate a specific
individual to act as representative under this Agreement. Such an individual must have
authority to transmit instructions, receive information, and render decisions with respect to
this Agreement on behalf of the party that the individual represents.
8.04 Engineer's Certifications
A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in
competing for or in executing the Agreement. For the purposes of this Paragraph 8.04:
1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value
likely to influence the action of a public official in the selection process or in the
Agreement execution.-
2.
xecution;
2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to
influence the selection process or the execution of the Agreement to the detriment of
Client, or (b) to deprive Client of the benefits of free and open competition;
3. "coercive practice" means harming or threatening to harm, directly or indirectly,
persons or their property to influence their participation in the selection process or
affect the execution of the Agreement.
8.05 Conflict of Interest
A. Nothing in this Agreement will be construed to create or impose any duty on the part of
Engineer that would be in conflict with Engineer's paramount obligations to the public
health, safety, and welfare under the professional practice requirements governing Engineer,
its Subconsultants, and all licensed professionals employed by Engineer or its
Subconsultants.
B. If during the term of this Agreement a potential or actual conflict of interest arises or is
identified:
1. Engineer and Client together will make reasonable, good faith efforts to avoid or
eliminate the conflict of interest; to mitigate any adverse consequences of the conflict
of interest; and, if necessary and feasible, to modify this Agreement to address the
conflict of interest and its consequences, such that progress under the Agreement may
continue.
2. Such efforts will be governed by applicable Laws and Regulations and by any pertinent
Client's policies, procedures, and requirements (including any conflict-of-interest
resolution methodologies) provided to Engineer under Paragraph 2.04.A of this
Agreement.
EICDV E-500, Agreement between Client and Engineer for Professional Services.
Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 20 of 21
This Agreement's Effective Date is [insert date].
Client:
,... ...... ........_..... .
City of Paris, Texas
By:
(individual's signature)
Date:
.._�....._ (date sig........... ............. _. � ....
ned)
Name:
(typed or printed)
Title:
-_____m,,,. -(t ..... _ m_....
yped or printed)
Attach evidence of authority to sign.
Attest:
(individual's signature)
Title:
.- _.... ......e ........
(typed or printed)
Address forgiving notices:
Designated Representative:
Name:
Title:
Address:
Phone:
Email:
(typed or printed)
(typed or printed)
Engineer:
Jason Hart Engineering PLLC
��.. �... �—_ m........ .........
(name of organization)
By:
(individual's signature)
Date:
(date signed)
Name: Jason Hart, PE
(typed or printed)
Title: President
� (typed or printed)
Attach evidence of authority to sign.
Attest:
(individual's signature)
Title:
(typed or printed)
Address for giving notices:
Jason Hart Engineering
10404 Gooding Drive
Dallas, Texas 75229
Designated Representative:
Name: Jason Hart, PE
....................................�_.. (typed or.printed)
Title: President
...�.� ,.....�.
(typed or printed)
......
rinted)
Address:
Office: 15305 Dallas Pkwy., Addison, TX 75001
Mailing: 10404 Gooding Drive, Dallas, TX 75229
Phone: (469)323-3028
Email: jhart@jhartengineering.com
EJCDC® E-500, Agreement between Client and Engineer for Professional Services.
Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 21 of 21