AGR-7408 - FBA ENGINEERINGAGR-`740'3
PROFESSIONAL SERVICES AGREEMENT
[Electrical Engineering Design Services].
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 94day of --August GtP+. , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and FBA ENGINEERING, a
California corporation ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth :in Exhibit "A,".
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter -into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subjeot.of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the -business of providing such services and is experienced in performing.the work.
Contractor. shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a.municipal.agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
Chris Mielke, Associate Civil Engineer (City's Project Manager"), shall be the person to
whom Contractor will report for the performance of services hereunder. It is understood that
Contractor's performance hereunder shall be under the supervision of City's Project Manager (or
his/her designee), that Contractor shall coordinate its services hereunder with City's Project
Manager to the extent required by. City's Project Manager, and that all performances required
hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the
City Manager.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed FOUR THOUSAND SEVEN HUNDRED FIFTY DOLLARS and
00/100 ($4,750.00) without the prior written authorization of City.
b. The above .compensation shall include all costs, including, but' not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
FBA # 1211001
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not, under any circumstances, be considered employees of City, and that they shall
not be entitled to any ofthe benefits or rights afforded employees of City, including, but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
Piave no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement within five (5) days of the Effective Date
of this Agreement and diligently prosecute completion of the work in accordance with the time
period set forth in Exhibit "A" hereto or as otherwise agreed to by and between the representatives
of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
15. -Eada1 Employment upportunity. mrmg trie periorthance"or tnis Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
corporation includfrig the lndeinnitees, or dny ot'them, arising out ot, or in any wdy connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
C. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of (1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned, non -owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and.no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
any such insurer may acquire against Lity by virtue of the payment of any loss uncter sucn
insurance.
1. Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
Agreement comply, in an respects, witn aii immigration idWs, reguiations,'statutes, Mies, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
(IRCA); and
(2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
(3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 2Le.
(3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed/by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
8
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
"CONTRACTOR"
FBA Engineering
150 Paularino Avenue, Suite A120
Costa Mesa, California 92626
Attn.: Bill Zavrsnick
Telephone: 949-852-9995
E-Mail: billz@fbaengr.com
"CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Chris Mielke
Telephone: 714-744-5 527
E-Mail: cmielke@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
[Remainder of page intentionally left blank; signatures on next page]
0
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day .first above written.
"CONTRACTOR" 64CITY"
FBA ENGINEERING, a California corporation CITY OF a ORANG ,'a municipal corporation
*By:. By: .
PrintedN gI R. zavrsnick Rob Houston, City Manager
Title: Chief Financial Officer
*By: APPROVED AS TO FORM:
Printed Nam St R: Za'icek PE
Title:.
Mary E. Bi ing
Seni
or Assi tont City Attorne .
*NOTE: City requires the following.'signature(s) on behalf of the Contractor: .
-- (1) the Chairman of the, Board, the President or a Vice -President; AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer: If only:one corporate:officer exists or one corporate
officer holds more than one corporate office, .please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter
into .this Agreement. A copy of the, -corporate resolution, .certified. by the
Secretary close in time to the_execution of the Agreement, must be provided to .
City.
FBA # 1211:001 1
EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
August 11, 2022
FBA ENGINEERING
Mr. Christopher. Mielke, P.E. .
City of Orange
Public Works. Department - Engineering/Design
300 E Chapman Avenue
Orange, California. 92866
Reference: Plaza Park Lighting Improvements
Orange; California
Dear Chris:
We are pleased to submit our proposal for Electrical Engineering Services for the Plaza Park Lighting .
Improvements project in Orange, California.
August 11, 2022 FBA N1 lgr
EI
Mr. Christopher. Mielke, P.E. .
City of Orange
P.1965
Consulting Engineers 150 PaularinoAvenue,SuiteA120-Costa Mesa,CA 92626-T:949.852.9995/F:949.852.1657•FBAengr.com
Electrical • Lighting m LEED-/Energy •Technology Fire Life Safety
August 11,2022
FBA ENGINEERING
UZI@] Zol-1_l �
PLAZA PARK LIGHTING IMPROVEMENTS
ORANGE, CALIFORNIA
A. PROJECT DESCRIPTION
The project consists of the following:
9. Removing and replacing the 6-foot perimeter sidewalk with an "Old Town" finish.
2. :Adding crash .rated bollards to the pedestrian.walkways (2 each walkway, 16 total).,
3. Adding up -lighting to bollards and trees near perimeter sidewalk (6 trees total, 16 bollards, total = 22
locations).
B. SCOPE
1.. Basic Services
Engineer will provide as Basic Services all of the. Electrical Engineering Services and instruments of
service reasonably and appropriately required for the Project's electrical power and lighting systems
as follows:
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August 11,2022
FBA EN I NEERING
PLAZA PARK LIGHTING IMPROVEMENTS
ORANGE, CALIFORNIA
A. PROJECT DESCRIPTION
j. Prepare Electrical Construction Documents for obtaining a building permit in accordance
with the local $wilding, Department and/or governing authority .and make necessary.
modifications to meet compliance,'
k. Review and check the final documents for quality control prior to the final submission to the
Client.
I. Submit the 95% drawings/specifications to the Client for review and submittal to plan check.
M. Incorporate plan -check corrections as required to obtain the building permit.
n. Bidding:
.1) Interpret the Electrical Construction Documents during the bidding phase and assist
the Client in the preparation.of addenda responding to these interpretations.
P1965
1/6
Consulting Engineers 150 PaularinoAvehue,SuiteA120-Costa.Mesa,CA 92626•T:949.852.9995/F:949.852.1657-FBAengr.com
Electrical + Lighting LEED•/Energy • Tethriblogy - Fire Life Safety
August 11, 2022
FBA ENGINEERING
o.
Construction Administration:
1) Interpret the .electrical documents, for proper execution of electrical work during.
construction. Consultations with the Owner, Client or Contractor during construction
at FBA Engineering office and/or.via telephone.
2) Review Shop Drawings and submittals as required by the construction documents.
3) Review contractors' red lined electrical as -built .drawings and update project
AutoCiAD drawing files with the as -built conditions.
2. Unless Engineer expressly agrees in writing, however, these Basic :Services will not include:
a..
Plan check. submittals, fees, and permits:
b.
Changes resulting from value engineering after commencement of Construction Documents.
c:
Evaluation, negotiation, use rated charges, and engineering for alternate utility source
suppliers.
d.
Public street lighting, traffic control and offsite utilities.
e.
LEED design and documentation.
f.
Telephone, data, building access and security systems.
g.
Utility Company rebate program participation or documentation.
h.
Coordination Study, Arc Flash Study,, and engineered. circuit breaker settings.
I.
.Modifications to the existing .electrical seniice and distribution system due to inadequate
capacity or circuit availability to support the project.
j
Cost estimates.
3. Available Additional Services
Engineer will provide whatever Additional Services to which the parties may agree, including for
example:
a.
Preparation -for and attendance at meetings or presentations beyond those contemplated in
the Basic Services.
b.
Preparation of. Construction -Documents for additional electrical systems or extending
included systerns to additional Project components.or:.featuees.
c.
Providing services for Project components designed or equipment specified by others in
addition to providing designated'power to .designated locations as called for by the Basic.
Services.
d.
Making revisions to instruments.of service when such. revisions are: (i).inconsistent with
approvals or instructions previously given by Client,. including revisions made necessary by
changes in the Project program, budget, scheduling or.phasing,or the result. of Client's
failure to render decisions in a timely manner; (ii) required -by the enactment, amendment. or
revised interpretation of governmental or quasi -governmental requirements subsequent to
the preparation of such documents, or by the discretionary decisions of governmental or
quasi -governmental officials inconsistent with prior approvals --or. (iii) necessitated by site or
other conditions thatwere different from or in addition to those of which. Engineer was
informed at the time the documentation was originally prepared. .
e.
Providing site visits for purposes other than those called for by the Basic Services.
f.
Providing services due to inadequate be improper Contractor performance, , unreasonable
Contractor requests and claims and/or construction accidents: or losses; changes concerning .
programming, scheduling, building systems, the. method . of procuring Construction
Contracts, etc.; Project suspension; changes in Project Management; defects or deficiencies
in the work or services provided by or the termination of other consultants or'Contractors; or
conditions or circumstances not now anticipated or reasonably foreseeable_ .
g.
Additional design work due to Value Engineering/Peer Review.
h.
Documentation during construction for Contractor proposed alterations or deviations from
the approved Construction Documents.
P1965
216
Consulting Engineers
150 Paula rinoAvenue,SuiteA120-Costa Mesa,CA 92626-T:949.852.9995/F:949.852.1657,-FBAengr.com
Electrical • Lighting 6 LEEb./Energy - Technoloa Fite Life Safety
August 11, 2022 .
FE, I 1 [
4. Service Clarifications and Limitations
a. Engineer's services will be. performed in a timely manner consistent with good professional
practice and the desire that the Project proceeds as. expeditiously as practical; and Engineer
will use its best efforts to meet. any reasonable Project schedule, which shall be adjusted
only for reasonable cause:or bymutual consent.
b.; Unless expressly agreed...otherwise in writing:. (i) Engineer's. investigation of _existing ..
conditions will be limited to visually reviewing the reasonably accessible portions of the .
existing facility to ascertain. in general the accuracy of .the Project's Electrical "As Built"
Documentation,.and will not involve detailed surveys, destructive inspections or equipment
or material testing; (ii) Engineer's instruments of service will, be prepared in Engineer's
standard format and level of quality and detail; .(iii) Engineer's participation in Client's
coordination of the . Project's various Consultants .will be limited to following Client's
reasonable and appropriate directions, and will not involve procuring; critiquing or otherwise
being responsible for the performance of .others; (iv) Engineer's submittal reviews. will be.
pursuant to the industry --Standard protocol setforth in AIA Document A201-2017; (v)
Engineer will provide site - observations ,for only: the limited purpose of reviewing the
construction for, the extent of Contractor progress and addressing any specific issues which.
may be, brought to Engineer's attention by Field Personnel or others; and spec.
any "Record
Documents" prepared by Engineer will reflect only any formal changes to the Construction
Documents and .the information .provided to .Engineer by way of a marked up set of the
Construction. Documents.
C.,If Client retains or allows the retention, of any Design/Build Contractor concerning any
electrical aspect of the _Project,. then Client shall require thateach such Contractor be
responsible for (i) preparing all the engineering and other .Drawings and. Specifications for
the components of its design/build undertaking; (ii) complying with the Project's requirements
and space limitations; (III) coordinating andinterfacing with other -trades and Consultants;
(iv) obtaining any required or appropriate approvals from authorities having jurisdiction of .
other. Project; and - (p) serving as the Professional: of kecord for: its- portion of the work,
responsible directly to Client. Design/Build. Contractor submittals will. be reviewed by
Engineer only if .Engineer expressly agrees in. writing to. do, so, and then only for general
conformance with performance criteria; and. Engineer will not otherwise assume any
responsibility.for the design, installation or performance of :any design/build system or
components.
d. Engineer warrants that all of the 'services provided by and on its behalf pursuant to this
Agreement will be performed in accordance with generally and currently accepted. electrical
engineering principles and.practices as embodied .in Engineer's standard procedures and . .
Protocols. This warranty: is in lieu of- all otherwarranties; either express or implied. In
particular, and without limitation, Engineer will use its. best. professional- judgment in
interpreting and applying the requirements of:all_ laws applicable to the Engineer's services
such as Building Codes and statutory functionality standards; but compliance with these laws
as they maybe eventually .interpreted .by others- cannot be guaranteed. In .no event.will
Engineer guarantee cost or schedule estimates or projections; or anyprognostications as to
future' events;, and when used. in conjunction with the providing of services pursuant to this
Agreement; such terms as "certify," warrant;" "confirm," "make sure," "insure," "ensure,"
"assure," or the like do not constitute a guarantee, but rather a .representation based on
professional opinion or judgment.
e: Engineer will .undertake professional responsibility for only the Electrical Engineering
Services expressly undertaken pursuant to this Agreement, and not otherwise. Engineer will
not be legally liable for providing or failing to provide environmental, acoustical, mechanical,
structural or other engineering services,' or any specialty consulting services. such as data/
communications or audio/visual consulting —Further and without limitation, Engineer will not .
be responsible for delays or other matters beyond -its .reasonable control; for i naccurate or
incomplete information provided to it by Client or other reasonably reliable sources; for any .
services or instruments of service provided by others even if incorporated into Engineer's
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instruments of service for ease of. reference or otherwise; for unauthorized modifications to
or deviations from Engineer's instruments of service - or the use of unfinalized instruments of
service for bidding or the like; for -site. conditions of which it was not timely informed; for
hazardous materials or toxic substances at the Project site; -for the Specification of products
or equipment for. purposes consistent with the Manufacturer's published literature; for
reasonable interpretations of legal requirements; for construction means,. methods, .
techniques, sequences or procedures; for safety precautions and programs in connection
.with any. Project investigation, demolition . or construction; for the timeliness or quality of
Contractor. performance or for the failure of any Contractor to perform work in -accordance
with the Project's Construction Documents; or for actions or inaction of others including other
Consultants, Utility Companies and.Governmental:or Quasi -Governmental Agencies.
Client Responsibilities
In conjunction with Engineer's performance, and as a material factor in the determination of
Engineer's fee, Client shall make .responsible efforts:to:cooperate -with Engineer including without
limitation:
a. Designate a single Representative with appropriate authority with whom the Engineer may
deal with; and direct all communications to Engineer's Project Manager. :.
b. Provide all relevant Project information to Engineer in. a timely manner; and respond to
Engineer's questions and requests for information approval within a reasonable time.
c.. Provide appropriate -coordination with and among the Project's various Consultants.
d. Refrain from authorizing or allowing. recorded_ or. unrecorded deviations from Engineer's
instruments of.service, or the use of Engineer's unfinalized Instruments of Service for
estimate or other purposes without Engineer 's knowledge and consent:
August 11, 2022 �p
FBA [ ktEERf
instruments of service for ease of. reference or otherwise; for unauthorized modifications to
or deviations from Engineer's instruments of service - or the use of unfinalized instruments of
service for bidding or the like; for -site. conditions of which it was not timely informed; for
hazardous materials or toxic substances at the Project site; -for the Specification of products
or equipment for. purposes consistent with the Manufacturer's published literature; for
reasonable interpretations of legal requirements; for construction means,. methods, .
techniques, sequences or procedures; for safety precautions and programs in connection
with any. Project investigation, demolition . or construction; for the timeliness or quality of
�o F,;�fQr.Aerfox[nance:ar.for..the.failure.Qf.anx.Qontr;�ctQr.to..oerforrq work in.accordance
1. The reimbursable expenses for which Client. shall_ be responsible.at a multiple of 1.15 include without
limitation all, costs reasonably incurred fordocumentreproduction, deliveries, travel and any fees or
costs advanced by Engineer as a Client accommodation. .
4. Engineer will provide Client with monthly invoices accurately reflecting as appropriate the progress
of the services and/or current expenditures of. professional time and .reimbursable expenses. Each
invoice shall -be due and payable upon receipt,.and delinquent 30 days afterits.date. In the event of
delinquency, interest'shall accrue from the invoice_ date. at 1.5.% per month, compounded. monthly,
br,the highest rate .permitted by applicable.law, whichever is lower,. with payments applied :first to
accrued interest, and Engineer shall. have the right to suspend performance and- to: withhold or
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N FE'A'ENGINEERI
withdraw any instruments of service or -licenses with no liability for so doing. No deductions shall be
made from Engineer's compensation on account of problems or losses for which.Engineer has. not
been held legally liable. Engineer's fee will be equitably adjusted in the event of significant Project
changes, should :prevailing wage requirements be imposed upon Engineer, or should Client
expressly request expedited performance. -
D. GENERAL PROVISIONS.
1. Upon payment of the related fees,. Client shall have a" perpetual and. transferable nonexclusive
license'to use Engineer's designs and instruments of service for any and all Project -related. purposes
without restriction:
2. In order to control. the risks inherent .in Engineer's professional undertaking pursuant to this
Agreement, Engineer's Basic Services are intended to be.performed fully and solely by or through
Engineer. Unless this Agreement is terminated for Engineer's material. breach,'if Client prevents or
frustrates Engineer's full performance of the Basic Services, or without Engineer's express consent
causes or allows_ modifications to or. deviations from the requirements or recommendations of
Engineer's instruments of service or the use of unfinalized instruments of service for estimating or
otherwise, then Client shall release and -indemnify Engineer and its affiliated entities and individuals
to the fullest extent allowed by law from and concerning any and all. claims, costs; losses and/or
liability causally related to the uncompleted services or the use of modified, deviated from or. -
unfinalized instruments of service:
3. Engineer will.maintain.for as long as it is reasonable and appropriate to do so the following insuYance
protection program:
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August 11, 2022
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withdraw any instruments of service or -licenses with no liability for so doing. No deductions shall be
made from Engineer's compensation on account of problems or losses for which.Engineer has. not
been held legally liable. Engineer's fee will be equitably adjusted in the event of significant Project
changes, should :prevailing wage requirements be imposed upon Engineer, or should Client
expressly request expedited performance. -
D. GENERAL PROVISIONS.
Wnttesri t ob-to-tit-airW`0bv a OyInat s4 rna�rc fYVi L ..�R-t use rf�l s r �f'in' rirre
working relationship is less than satisfactory. Engineer may suspend its performance under this
Agreement, .withhold or withdraw. any, instruments of, service or licenses and terminate this
Agreement with no liability for so doing. at any time if Client allows an engineer invoice to become.
delinquent: In the event of any dispute concerning.this Agreement or the Project, each party shall
bear.'its own attorneys .fees. .The Parties hereby mutually waive any .claims for,consequential
-damages which. either might have against.the other concerning this Agreement or:its .termination. If
this.Agreement is for any reason terminated, then its risk allocation and indemnity provisions shall
remain in full force and effect; and if.any.such, provisions are prohibited. by law, then the subject
provisions shall..not be_void, but rather shall be.interpreted as operating only to the fullest extent
allowed by law. This Agreement shall be binding upon and -inure to the benefit of the parties hereto
and their respectivepartners, joint venturers; principals, heirs, estates, personal representatives,
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FBA ENGINEERING
successors, and assigns; but except as expressly provided for herein, this Agreement is not intended
to bestow any rights on any third parties.
FBA ENGINEERING:
Signed:
_19:r�
By: Bill R. rsnick, LEED AP .
Title: Principal, Proiect Director
Dated:. August 11, 2022
August .11, 2022
FBA ENGINEERING
successors, and assigns; but except as expressly provided for herein, this Agreement is not intended
to bestow any rights on any third parties.
FBA ENGINEERING:
Signed:
_19:r�
D— Dill D ironinL I CCiI AD
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