Saint Nicholas Cathedral

Transcription

1 Saint Nicholas Cathedral Request for Proposals Structural Engineering Services

2 Saint Nicholas Cathedral, Washington, DC Administrative Office 3500 Massachusetts Ave., NW, Washington, DC Office: (202) Stair Renovation Committee: Project Manager: Fr. George Kohno: cell: (703) ; Project Representative: Ivan Andonov: cell: (240) ; Legal: Claire Nobles: cell: (571) ; REQUEST FOR PROPOSALS The Administrative Office of Saint Nicholas Cathedral, Stair Renovation Committee, seeks to identify qualified firms to provide structural engineering services in all phases of design and construction. Date: Send Statements of Proposals to: 10/4/2018 Stair Renovation Committee Attn: Mr. Ivan Andonov To: 3500 Massachusetts Ave., NW Structural Engineering Firms Washington, DC and Phone: (240) Project Title: Stair Renovation Request for Proposals Structural Engineering Services

3 INDEX 1.0 INVITATION 2.0 INTRODUCTION 3.0 SCOPE OF SERVICES 4.0 RESPONDING TO THIS RFP 5.0 SELECTION PROCESS 6.0 PROPOSED CONTRACT TERMS Appendices: A. Sample Standard Agreement B. Plot Survey C. Concept Drawings Request for Proposals Structural Engineering Services iii

4 REQUEST FOR PROPOSALS 1.0 INVITATION Saint Nicholas Cathedral Stair Renovation Committee, hereby referred to as St. Nicholas, invites your company to submit a proposal for the provision of engineering services, in connection with the repair of the steps and related areas at the Saint Nicholas Cathedral in Washington, DC. If you are interested in this opportunity, please provide a responsive bid as requested herein no later than MM/DD/YYYY. Responses should be specific and precise, provide all of the information requested, should respond fully to each question set forth in this request, and may be supplemented with any additional information which would help St. Nicholas evaluate your qualifications for performance. Proposals will only be accepted from engineering firms licensed to do business in the District of Columbia with adequate and valid insurance and experience in similar projects. Each bidder shall provide one lump sum proposal covering the full scope of services and shall break down the proposal showing the allocation of the lump sum to each required phase and activity. The lump sum bid shall include all reimbursable expenses associated with the performance of the bidder s services and shall include at least two structural peer review committee meetings with St. Nicholas. 2.0 INTRODUCTION The Saint Nicholas Cathedral in Washington, DC is the primatial cathedral of the Orthodox Church in America and the National War Shrine Memorial Cathedral. Home of His Beatitude Metropolitan Tikhon, Metropolitan of all North America and Canada, the cathedral is an important architectural and spiritual location of our community. In recent years, the limestone stairs at the main entrance on Massachusetts Ave., NW, have cracked, separated and become damaged. The selected bidder will be tasked with identifying and engineering the necessary repairs and for identifying recommendations for improving the general condition of the building and future expansion. 3.0 SCOPE OF SERVICES The scope of services for the project shall include the following: Request for Proposals Structural Engineering Services 1

5 3.1 Vendor shall deliver Structural Engineering plans stamped and ready to take to the District of Columbia Department of Consumer and Regulatory Affairs, Permit Services, located at th St., SW, Washington D.C., 20024, for the following: Removal of current stairs and reconstruction of stairs with foundation Expansion of the restrooms in the Cathedral basement to go under the flat area of the stairs above Installing a retaining wall around the front of the building starting from new stairs to the stairs on Edmunds Street. The wall shall have the shape of the Cathedral with stairs leading to upper level (see Appendix B) Installation of an elevator with exterior access connecting main level and basement level of the Cathedral Installation of an Americans with Disabilities Act (ADA)-compliant Handicap access ramp Architectural CAD drawings and concept drawings describing the finished product Underpinning and excavating area under vestment room to create new vestment storage. 3.2 Vendor shall provide Structural Peer Review Services: at least two meetings with St. Nicholas. 3.3 Vendor shall provide Consultation Services after plans are completed and submitted to Department of Consumer and Regulatory Affairs, Permit Services. Consulting Services includes, but is not limited to a minimum of forty (40) hours of consultation, requiring a member of the firm to be present during scheduled inspections by the District of Columbia. Once the firm completes thirty (30) hours of consultation services, notice to and approval by St. Nicholas in writing will be required to proceed further. Each bidder shall provide an hourly rate schedule for additional consultation or other services which are approved by St. Nicholas. 4.0 RESPONDING TO THIS RFP Bidders responding to this RFP are requested to notify the project representative, Mr. Ivan Andonov, by sending an to: vankiu11@gmail.com with the RFP name in the subject line. Please include: Company Name, Address, and Phone Number; along with your RFP Request for Proposals Structural Engineering Services 2

6 Point of Contact Name, Address, and Phone Number(s). Request for onsite meetings shall be sent to the project representative at Each bidder shall submit two paper copies of its proposal. Paper copies shall be mailed to: Saint Nicholas Cathedral Main Office, 3500 Massachusetts Ave. NW Washington, DC 20007, and a PDF format proposal shall be ed to the project representative at: vankiu11@gmail.com. 4.1 Each bid response shall list and identify the key personnel who will be directly assigned to the project. The list shall indicate the person's name, job-related title and a description of the person's specific responsibilities and duties on the project, and shall include specific information regarding the person's prior assignments and responsibilities. In particular, each bid response shall identify the person who will perform the role of lead engineer. The contract with the selected bidder shall require the people identified in the proposal to be dedicated to the project. 4.2 Each bid response shall identify the company or companies which will act as insurer in this regard, and shall describe the nature and limits of the specified coverage. 4.3 Each bid response shall include a summary of the proposing company's relevant experience on similar projects, including a brief description of the project, the company's involvement and responsibilities in connection with the project, its completion date and a client contact/reference. Each bid response shall include a statement as to the proposing company's current workload and ability to commit resources to this project. 4.4 Each bid response shall include a written disclosure of any pending litigation or arbitration against the company or its affiliates and a written disclosure of any citations, fines or other proceedings (if any) which have been imposed or instituted against the responding company or its affiliates by any governmental agency or authority for alleged violations of any laws or regulations pertaining to the company's or its affiliates business (including but not limited to any alleged violations of environmental laws). St. Nicholas will not assume responsibility for bids forwarded by mail. It is the responsibility of each individual bidder to ensure bids are presented to St. Nicholas no later than MM/DD/YYYY. To be considered, each proposal must be signed by an executive officer authorized to the bid for the company. The contract agreement shall be in the name of the company and signed by an executive officer authorized by the company to commit the company for the contract. Request for Proposals Structural Engineering Services 3

7 5.0 SELECTION PROCESS Each bidder s proposal shall clearly list and fully describe the bidder s prior experience in related projects, with references, and specialized knowledge and experience pertinent to this project. The proposal submitted by each bidder, together with any information obtained independently, will be evaluated by the Stair Renovation Committee, with the assistance of such persons as it chooses to consult. St. Nicholas reserves the right to reject any and all proposals, in whole or in part, and to waive formalities in the bidding. In particular, St. Nicholas reserves the right to reject the lowest priced response, with or without cause. In this regard, St. Nicholas reserves the right to reject any and all proposals or to abandon the bidding process and negotiate directly with any one or more of the bidders and award a contract accordingly if it so desires. 5.1 St. Nicholas will review proposals and establish a short list. 5.2 Firms on the short list will be notified via of their interview time and date. 5.3 St. Nicholas may at any time contact previous clients and owners of the company to verify experience and performance of the prospective service provider. 6.0 PROPOSED CONTRACT TERMS The final selection of a company by St. Nicholas will be conditioned and contingent upon the execution of a contract in the form attached hereto. If, in response to this request, any bidder wishes to identify any exception to the contract, each such exception or item shall be separately and fully described and stated, and (to the extent applicable) separately priced, apart from the bid submitted in response to this request, such that the exceptions may be added or subtracted, as appropriate, from the bid for purposes of evaluation by St. Nicholas. If no variations are so indicated, it will be construed the bid is intended to cover all of the items set forth in the attached contract without modification. Request for Proposals Structural Engineering Services 4

8 APPENDIX A: Sample Standard Agreement ENGINEERING SERVICES AGREEMENT This Engineering Services Agreement (referred to herein as the Agreement is made and entered into as of the day of, 2018 by and between The St. Nicholas Cathedral, 3500 Massachusetts Ave., NW, Washington, DC (hereinafter referred to as the Owner ), and (hereinafter referred to the Engineer ), with respect to the provision by Engineer of structural and related engineering services in connection with the repair of the steps and related areas at the St. Nicholas Cathedral in Washington, DC (the Project ). References herein to the Site shall mean the location of the Project and any areas therein or adjacent thereto where the Work is to be performed. All terms and phrases capitalized or otherwise defined in this Agreement shall, for all purposes of this Agreement, have the respective meanings as are specified herein. All terms and phrases capitalized or otherwise defined in this Agreement shall, for all purposes of this Agreement, have the respective meanings as are specified herein. All words that have well known technical or construction industry meanings are used in this Agreement in accordance with such recognized meanings, unless defined differently herein or the context clearly indicates otherwise. For and in consideration of the mutual covenants herein contained, Owner and Engineer hereby agree as follows. ARTICLE I SERVICES 1.01 Engineer s Services. The Engineer s Services shall consist of, and pursuant to this Agreement the Engineer agrees to provide, those services for the Project required by the terms and conditions hereof, including but not limited to providing the design and engineering services set forth in Annex A hereto. The Engineer s Basic Services shall mean and consist of all Services listed in Annex A hereto (except those specifically noted as excluded from Basic Services or noted as an Additional Service) and all other Services identified in this Agreement as part of the Basic Services. As used herein the term Work shall mean the amenities, systems, features and aspects of the Project that the Engineer is responsible to design as set forth in Annex A, and the term Engineering Documents shall mean all plans and specifications and all other drawings, designs, models, prints, computations, instructions and other materials prepared by or through the Engineer (or any of the Engineer s Consultants) specifying, describing or relating to the Work. The Engineer shall be responsible for the professional quality, technical accuracy and the coordination of all Engineering Documents and other Services provided by or through the Engineer or the Engineer s Consultants under this Agreement. The Engineer acknowledges that the requirements in Annex A set forth desired functions and performance requirements in a general fashion only and are not an exhaustive list of all engineering requirements for the Work. Unless otherwise agreed to by the Owner in writing, the inclusion of or failure to include any particular requirement in Annex A shall not relieve the Engineer of the obligation to engineer the entire Work, in a sound, operable, functional and complete fashion, consistent with the standards of professional skill, care and diligence established herein Communication and Coordination. The Engineer acknowledges and accepts that Owner will retain a general contractor to construct the Project ( Contractor ) and may retain certain other consultants to assist Owner in connection with the design and construction of the Project (the Contractor and other consultants retained by Owner are collectively referred to herein as Owner s Consultants ). The Engineer agrees to cooperate fully with Owner s Consultants with respect to all activities or services requested or required by Owner to be performed by Owner s Consultants in connection with the Project. Specifically, the Engineer agrees that it shall, consistent with applicable standards of professional care and diligence, A - 1

9 APPENDIX A: Sample Standard Agreement maintain communication and shall coordinate the Engineer s activities or services with Owner s Consultants, as necessary to facilitate the full, timely and proper performance of the Engineer s Services on the Project. The Owner and the Owner s Consultants similarly shall coordinate with the Engineer with respect to the Services requested or required to be performed by the Engineer in connection with the Project. The Engineer acknowledges and agrees that Owner s Consultants are solely advisors and assistants to Owner and that Owner s Consultants shall not have authority to act as Owner s agent or otherwise to act on behalf of Owner in connection with the Project or this Agreement unless so indicated to the Engineer in writing by Owner Engineer s Consultants. Engineer shall select and retain (and shall be responsible for) all engineers or consultants whose services may be deemed necessary or advantageous by Engineer in connection with the performance of the Services required of Engineer pursuant to this Agreement (all of whom are collectively referred to herein as the Engineer s Consultants ). Engineer shall not retain any Engineer s Consultant without the approval of Owner; however, the approval of Owner to such retention shall not relieve, affect or otherwise modify Engineer s obligations under this Agreement, including Engineer s responsibility for the technical accuracy, quality and coordination of any Services provided by any of the Engineer s Consultants. All costs associated with any Basic Services rendered by the Engineer s Consultants shall be deemed included in the Engineer s Basic Fee and shall be paid for by the Engineer Testing. The Engineer, as part of Basic Services, shall identify and recommend in writing to Owner any testing or investigation of the Site (and any existing structures thereon) which are reasonably necessary in the professional opinion of the Engineer in connection with the engineering of the Work, including any investigative evaluations, related probes or destructive testing of the existing physical conditions at the Site. The Engineer shall review and incorporate the results of any such testing provided to or obtained by Engineer, in preparing the Engineering Documents for the Work. In this regard, the Engineer shall not be entitled to rely on the accuracy of information contained in as-built drawings furnished by Owner, but shall be responsible for verifying such information to the extent required for the proper and complete engineering of the Work (in accordance with the applicable standard of care established in this Agreement) Requirements. The Engineering Documents shall comply with any requirements, regulations, laws, ordinances, encumbrances, covenants and codes applicable to the engineering of the Work (including but not limited to the Americans with Disabilities Act of 1990), of which a competent, experienced and conscientious engineer should be aware ( Requirements ). In this regard, the Requirements shall include, and Engineer shall be responsible to comply with, all recognized life/safety codes and industry regulations applicable to the Work (such as ANSI, ASME, Underwriters or similar standards) and Engineer shall be responsible to engineer the Work so that it functions and operates in a proper and safe manner. However, the Engineer shall not be responsible for compliance with changes to Requirements or new Requirements enacted after the engineering of the Work is complete, and shall be entitled to rely reasonably on interpretations and approvals given in writing by government officials with responsibility for enforcing Requirements. If the Engineer believes that a Requirement is ambiguous or unclear in any respect and cannot obtain a written interpretation or decision from the applicable government official responsible for enforcing the Requirements, the Engineer shall so notify the Owner, and the Owner shall direct the Engineer as to how to proceed. In such event, if the Engineer proceeds as directed by the Owner, the Engineer shall not be responsible for the correctness of the direction issued by the Owner and Engineer shall be entitled to compensation as an Additional Service (pursuant to the applicable provisions of this Agreement) for any modifications to the Engineering Documents required to change the direction issued by the Owner after it is implemented by the Engineer. A - 2

10 APPENDIX A: Sample Standard Agreement ARTICLE II ENGINEER S SPECIFIC SERVICES 2.01 Pre-Design and Schematic Design Phase. The Engineer shall meet with the Owner to discuss the Owner s requirements for the Work, and based on these meetings shall prepare schematic design documents setting forth the basic size and character of the Work and its essential characteristic as to the nature and kinds of materials necessary in connection with the Work (the Schematic Design Documents ). The Engineer agrees that the design of the Work shall be in accordance with the Schematic Design Documents, and that Engineer will not make any changes to the requirements set forth in the Schematic Design Documents or otherwise established by the Owner in the meetings prior to the execution of this Agreement unless so directed by Owner in writing Engineering Documents Phase. During the Engineering Documents Phase, Engineer shall prepare in final form satisfactory to Owner, from the Schematic Design Documents, and any adjustments authorized by Owner, final Engineering Documents consisting of full plans and specifications and working drawings sufficient to fix and describe for each component of the Work details pertaining and relevant to the requirements for construction of that component and its compatibility and relationship with the other components and aspects of the Work in sufficient detail to allow the Contractor to construct the Work properly and completely and in compliance with all Requirements. Following approval by Owner of the Engineering Documents, Engineer shall, at the direction of Owner, assist in applying for and obtaining approval of the final Engineering Documents by all applicable governmental agencies. To the extent that, in order to obtain such approvals, revisions must be made to the final Engineering Documents, Engineer shall make such revisions at Engineer s cost and expense, unless such revisions are required by the enactment of or revision of Requirements subsequent to the preparation and approval of the final Engineering Documents, in which event the Engineer shall be entitled to Additional Services compensation, pursuant to the applicable provisions of this Agreement, for those revisions required because of the enactment of or a revision to the Requirements subsequent to such preparation and approval Construction Phase. The Construction Phase will commence with construction of the Work and will terminate on the date of final payment to Contractor. Throughout the Construction Phase, Engineer shall be available to the Owner and Contractor to answer questions and provide clarification regarding the interpretation and/or application of the Engineering Documents prepared by the Engineer, to review and take appropriate action on requests for information, shop drawings and other submittals from the Contractor and to resolve issues relating thereto that may arise during the construction of the Work. However, the Engineer, the Engineer s Consultants and their respective employees and representatives, shall be solely advisors to Owner, and shall not have authority to act on behalf of Owner, except and only to the extent provided in this Agreement, and they shall not direct any change in the Work (regardless of the impact on the contract for construction and/or the time or cost of performing the Work) without the prior approval of the Owner s Representative Site Visits. During the course of construction, Engineer shall make periodic visits to the Site on a regular basis at necessary intervals as often as the construction schedule requires, however no less frequently than [[** **]] (i) to familiarize itself with the progress and quality of the Work; and (ii) to determine that the Work is proceeding in accordance with the Engineering Documents. Engineer shall use due diligence in making visits to the Site, and shall endeavor to guard Owner against defects and deficiencies in the Work, and to determine that the Work is progressing in a timely and orderly fashion according to the requirements of the Engineering Documents. Engineer shall keep Owner informed as to the quality of the Work, and shall promptly notify Owner in writing of any deficiencies which Engineer detects or of which the Engineer becomes aware. To the extent the Owner requests that the Engineer make more A - 3

11 APPENDIX A: Sample Standard Agreement than [[** **]] visits to the Site in order to discharge Engineer s responsibilities under this Section (excluding visits necessary as a result of the errors, omissions, negligence or breach of contract of Engineer or Engineer s Consultants) the Engineer shall be compensated for each such additional visit as an Additional Service pursuant to the applicable provisions of this Agreement Additional Services. As used in this Agreement, an Additional Service shall mean any services required of Engineer because of a Change in Scope as defined below. Except and only for such Additional Services, or as otherwise expressly provided herein, all Services required of Engineer pursuant to this Agreement shall be considered Basic Services and shall be provided by Engineer as part of, and without increase in, the Basic Fee. No Services required because of the negligence, breach of contract, error or omission of Engineer shall be considered an Additional Service or a Change in Scope regardless of the cost or nature of such task. A Change in Scope is: (A) a revision in the design or construction of the Work that: (i) is initiated or requested by Owner or is the result of a previously unknown condition discovered at the Project Site, (ii) requires the Engineer to modify an Engineering Document previously approved in writing by Owner, and (iii) expands, enlarges or diminishes the character, quantity or cost of the Basic Services to be performed by the Engineer on the Project or (B) work or services expressly excluded from Basic Services and/or noted as an Additional Service in Annex A hereto. If the Owner requests any change that the Engineer believes constitutes a Change in Scope, the Engineer shall furnish Owner with written notice of such fact promptly after the change is requested by the Owner (and before any tasks relating thereto are performed by the Engineer). The Engineer shall initiate no task with respect to any Change in Scope (and shall not be entitled to any additional compensation based on any alleged Change in Scope) unless the Engineer has first given notice as required by this Section and has received written authorization from Owner to proceed with such change. If the Engineer gives written notice that it believes a Change in Scope has occurred and the Owner disagrees, the Engineer shall, if so directed by the Owner, nonetheless proceed promptly and diligently to perform the tasks at issue, and the Engineer s claim will be determined thereafter pursuant to the applicable provisions of this Agreement Time. Timely completion of the Work is of the essence. The Engineer s Services shall be performed as expeditiously as practicable, consistent with good engineering practice, applicable standards of professional skill, care and diligence and the orderly progress of the Work, except to the extent of delays due to Reasonable Cause, i.e. any cause that is beyond the reasonable control of, and cannot be avoided or mitigated by reasonable efforts taken by, the Engineer or the Engineer s Consultants. The Engineer shall review and take appropriate action upon the Contractor s submittals, and to prepare documents in connection with any proposed or approved changes to the Work, with reasonable promptness so as not to delay the timely construction of the Work. ARTICLE III COMPENSATION OF ENGINEER 3.01 Engineer s Basic Fee. Owner will pay Engineer, for all Basic Services required to be performed by Engineer hereunder (including all Basic Services performed by any of the Engineer s Consultants), the amount of [[**$ ( Dollars) (the Basic Fee )**]]. The Basic Fee shall be payable in monthly installments, measured by the percentage of completion for the preceding month, to Owner s reasonable satisfaction, in accordance with the following allocations: (a) final Engineering Documents [[**$ **]]; (b) building and filing assistance [[**$ **]] and (c) construction administration [[**$ **]]. The Basic Fee includes, and the Engineer shall pay, all Federal, State or local taxes and all sales, consumer, use and similar taxes applicable to the Services provided by Engineer (or relating to the performance of any labor, furnishing of any materials or ownership, use, or transfer of any property in connection with such Services), and all taxes measured by the wages of any of Engineer s A - 4

12 APPENDIX A: Sample Standard Agreement employees (or any of Engineer s Consultants) as required by law. The Engineer shall indemnify and hold the Owner harmless on account of any such taxes assessed against the Owner under authority of any law. All expenses associated with the performance of the Basic Services are included in the Basic Fee Compensation for Additional Services. The Engineer shall be compensated for any Additional Services directly performed by the Engineer, in such amounts as shall be negotiated and agreed to by Owner and Engineer in writing prior to proceeding with the Additional Services. In the event an agreement as to such compensation cannot be reached, then the Engineer, pursuant to Owner s written request, shall proceed with the Additional Services and shall be compensated on an hourly basis (or nearest 1/10th of an hour increment thereof) in accordance with the hourly rates set forth in Annex B hereto. The Engineer shall be directly reimbursed by Owner for any Additional Services performed by the Engineer s Consultants in the same amount billed to the Engineer for such Additional Services. Such reimbursement shall be paid to the Engineer only after Owner receives a copy of all applicable invoices submitted to the Engineer by the Engineer s Consultant Manner of Payment. No more frequently than on thirty (30) day intervals, Engineer shall submit to the Owner an invoice for such portion of the Basic Fee as shall have been earned by Engineer during the period covered by the invoice and any Reimbursable Expenses and Additional Services for which the Engineer is then entitled to payment and shall also submit, in such detail as Owner may require, statements, invoices, vouchers or other documents (including without limitation waivers of lien in accordance with Section 7.01 hereof) applicable to the amounts for which the Engineer is requesting payment. Owner shall promptly review such documents, and, if the same shall be approved by Owner, Owner shall arrange for payment thereof to Engineer. ARTICLE IV TERMINATION 4.01 Owner s Right to Terminate. The Owner may terminate this Agreement without cause, upon seven (7) days written notice to the Engineer. In the event the Owner terminates this Agreement without cause, the Engineer shall be entitled to compensation, pursuant to the terms and subject to the limitations of this Agreement, only for the amount of the Basic Fee earned as of the date of termination (based on the stage of completion of the Engineer s Services actually achieved as of such date) plus compensation for any Additional Services then performed and any Reimbursable Expenses then incurred, both pursuant to the terms, and subject to the limitations, of this Agreement. The Owner may terminate this Agreement with cause because of the negligence or breach of contract of the Engineer. A termination by the Owner for cause must specify the cause involved and will be effective seven (7) days after the delivery of written notice by the Owner to Engineer, unless the Engineer has then commenced (and is continuing to make) reasonable progress toward the correction of the cited cause. In the event the Owner terminates this Agreement for cause, the Engineer shall be liable to the Owner for (and Owner may deduct from any payments otherwise due Engineer hereunder) all reasonable and direct costs and damages incurred by the Owner as a result of the termination and/or the Engineer s negligence or breach of contract (including reasonable attorneys fees and court costs). A termination by Owner for cause which is later determined to be wrongful shall be considered a termination without cause pursuant to Section 4.01(a) above Engineer s Right to Terminate. This Agreement may be terminated by the Engineer only if Owner fails to make payment to the Engineer in such amounts as are required by this Agreement, within sixty (60) days after such payment is due pursuant to the provisions of this Agreement, for Services actually and properly performed by the Engineer. In such event, the Engineer may, upon seven (7) days written notice to Owner, terminate the performance of Services under this Agreement. Unless such payment is thereafter A - 5

13 APPENDIX A: Sample Standard Agreement received by the Engineer within such seven (7) day period, the termination shall take effect without further notice to Owner. In the event the Engineer properly terminates this Agreement, the Engineer shall be entitled to compensation, pursuant to the terms and subject to the limitations of this Agreement, only for the amount of the Basic Fee earned as of the date of termination (based on the stage of completion of the Engineer s Services actually achieved as of such date) plus compensation for any Additional Services then performed and any Reimbursable Expenses then incurred, both pursuant to the terms, and subject to the limitations, of this Agreement. In the event of a valid termination of Services pursuant to this Section, the Engineer shall have no liability to Owner for delay or damage caused to Owner because of such termination Suspension. Owner may suspend this Agreement and all Services by the Engineer, with or without cause, upon three (3) days written notice to the Engineer. If, through no fault of the Engineer, the Engineer s Services are suspended for more than ten (10) consecutive days, then the Engineer shall be compensated in the amounts required by Article III for all Basic and Additional Services properly performed by the Engineer up to and including the date when the suspension commenced (all as measured pursuant to the applicable provisions of this Agreement and subject to the limitations set forth herein, and, with respect to Basic Services, based on the stage of completion actually achieved by the Engineer as of the date of such suspension). Such compensation shall be due and payable to the Engineer thirty (30) days after the expiration of the ten (10) day suspension period. If the Engineer s Services are suspended for more than ninety (90) consecutive days and are thereafter resumed subsequent to any such suspension for more than ninety (90) consecutive days, the Engineer's compensation shall be adjusted, as appropriate, pursuant to the negotiation and agreement of the Engineer and Owner Drawings. In the event of termination of this Agreement for any reason, the Engineer shall deliver to Owner a complete set of all Engineering Documents, electronic and hard copies (including all CADD files, drawings and specifications) prepared by the Engineer and the Engineer's Consultants prior to the date of termination, within seven (7) days after the date of termination Exclusive Rights and Survival. The Engineer s sole and exclusive rights in the event of termination or suspension shall be those set forth in this Article IV and the Engineer shall be entitled to no additional compensation and shall have no additional or other rights of any kind, type or nature under or arising out of this Agreement by virtue of such termination or suspension. All representations made by Engineer herein, together with any and all causes of action and other rights and remedies which Owner may have as a result of the breach of any term, covenant or condition hereof, together with all obligations of Engineer hereunder, shall survive any expiration or termination of Engineer s rights under this Agreement. All rights and remedies of Owner hereunder are cumulative and the exercise by Owner of one or more of such rights and remedies shall not preclude the exercise by Owner of any other rights or remedies whether concurrently or sequentially. ARTICLE V INSURANCE 5.01 Insurance to be Maintained by Engineer: Engineer, at Engineer s sole cost and expense, shall carry and maintain the insurance identified in Annex C hereto throughout the duration of the Services. All insurance policies required to be maintained by Engineer under this Agreement shall provide for thirty (30) days prior written notice to the Owner of any termination, cancellation or material change in coverage or limits and shall be primary and not contributing with or supplemental to any insurance carried by Owner. A - 6

14 APPENDIX A: Sample Standard Agreement ARTICLE VI REPRESENTATIONS AND INDEMNIFICATIONS 6.01 Representations. Engineer represents that Engineer is a legal entity, duly organized, existing and in good standing, that the execution and delivery of this Agreement has been duly authorized by all necessary actions and resolutions, that this Agreement constitutes a valid and binding agreement of Engineer, enforceable in accordance with its terms, that Engineer possesses experience and knowledge in projects of the same type and nature as this Project and shall perform all Services required by this Agreement in a manner consistent with those standards of professional skill, care and diligence applicable to a design professional of comparable experience and knowledge in similar circumstances, and that Engineer is currently solvent and has the financial resources and capabilities to perform all obligations, duties and responsibilities pursuant to, and in accordance with, this Agreement. Engineer understands that Owner has relied upon these representations without independent investigation as an inducement to enter into this Agreement Indemnification. The Engineer agrees to indemnify and hold the Owner harmless from and against all damages, losses, costs and expenses, including reasonable attorneys fees and court costs, arising out of the Engineer s Services pursuant to this Agreement, to the extent caused by the negligent errors, acts, omissions or breach of contract by the Engineer, Engineer s Consultants and any other persons or entities for whom they are legally responsible Engineer s Representatives. The Engineer hereby designates as the Engineer s Project representative under the Agreement ( Project Representative ). The Project Representative shall be responsible for coordinating, scheduling and supervising the Engineer s performance of all Services required by this Agreement, and shall be the person responsible for communicating, on behalf of the Engineer, with the Engineer s Consultants, the Owner, Owner s Consultants, and such other persons or entities involved with the Project, as necessary to facilitate the timely and proper performance of the Engineer s Services hereunder. The Project Representative designated pursuant to this paragraph shall not be discontinued by the Engineer and no new individual shall be designated as the Project Representative without the prior, written approval of the Owner, which approval shall not be unreasonably withheld. ARTICLE VII MISCELLANEOUS 7.01 Lien Waivers. The Engineer shall not be entitled to payment under this Agreement unless, at the time payment is requested, the Engineer provides the Owner with an appropriate waiver of any lien rights against the Project belonging to the Engineer with respect to the Services for which payment is requested, effective and conditional upon receipt of such payment from the Owner. Final payment shall not be made to the Engineer unless a final lien waiver is submitted by the Engineer to the Owner releasing and waiving all lien rights against the Project belonging to the Engineer resulting from or arising out of this Agreement and the Services performed pursuant to this Agreement. The Engineer shall pay each of Engineer s Consultants within seven (7) days of the receipt of payment from the Owner, out of the amount paid to the Engineer pursuant to the Engineer s invoice, the full amount paid to the Engineer pursuant to such invoice for Services performed by such Engineer s Consultant Ownership and Use of Documents. All Engineering Documents and related drawings, plans, specifications, renderings and models and other work provided as part of the Engineer s Services (collectively the Documents ) shall be the property of Owner and Owner shall have the right to use such A - 7

15 APPENDIX A: Sample Standard Agreement Documents, and the ideas and designs contained therein for information and reference in connection with Owner s use and occupancy of the Project, its maintenance and repair of the Project and for additions, alterations or future construction to the Project without paying the Engineer any compensation other than the amounts required to be paid to the Engineer under this Agreement. Notwithstanding the foregoing, however, the Engineer shall continue to own the underlying design concepts set forth in the Documents, including engineering details and system arrangements. Owner agrees that the Documents prepared for the Project will not be used on other projects without the prior agreement of the Engineer, and that if this Agreement is terminated prior to the completion of the Engineering Documents for the Project, then the drawings provided by the Engineer pursuant to this Agreement will be preliminary only and not intended for final construction of the Project, and that, in such event, if the Documents are used by Owner to complete the construction of the Project without retaining Engineer to provide further plans, specifications and other design documents articulating such work, then the Engineer shall not be responsible for such use or for any claims, damages or losses resulting therefrom. Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of Owner s rights under this paragraph Proprietary Information. As used herein the term Proprietary Information shall mean all information which the Engineer acquires (whether directly from the Owner or through the performance of Services on the Project) concerning the present and future plans of the Owner, the operations of the Owner s business, or the use of the Project or the Project s specific features and attributes. The Engineer represents to the Owner that the Engineer has and employs policies and procedures, including but not limited to notices to Engineer s employees and Engineer s Consultants and their respective employees, to protect Proprietary Information and to prevent the unauthorized publication and disclosure of Proprietary Information. The Engineer agrees that the Owner s Proprietary Information shall be subject to such policies and procedures. Specifically, and in addition, the Engineer agrees that the Engineer will not disclose any Proprietary Information to any person, either internally or externally, (except as directly necessary for the performance of the Engineer s Services) without the prior and written consent of Owner, and will not use, copy or distribute any Proprietary Information (or any document containing Proprietary Information) except to the extent directly necessary for the performance of the Engineer s Services under this Agreement. The Engineer agrees, upon completion of the Engineer s Services, to return to the Owner or destroy all documents containing Proprietary Information (except for the Engineer s record set of the Engineering Documents) Assignment: Binding Effect. Engineer binds itself, and all successors, assigns and legal representatives of Engineer to Owner and to the partners, successors, assigns and legal representatives of Owner with respect to all covenants, conditions, stipulations and provisions of this Agreement. Engineer shall not assign or transfer any interest in this Agreement without the approval of Owner Entire Agreement, Amendments and Invalidity. This Agreement is intended to and shall govern all Services provided by Engineer for the Project, whether initiated or performed prior or subsequent to the execution of this Agreement, and the effective date of this Agreement shall be deemed to be the first date when any such Service was so provided by Engineer. In the event that any one or more of the provisions herein contained shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the remaining or other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement, together with all the Annexes attached hereto and incorporated herein represents the entire and integrated agreement between the parties hereto and supersedes any and all other prior agreements, and any solicitations, proposals or requests for qualifications or bids and any responses thereto and all prior or contemporaneous negotiations, understandings, representations and A - 8

16 APPENDIX A: Sample Standard Agreement statements, oral or written. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against which enforcement of such modification, waiver, amendment, discharge or change is or may be sought. This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which shall constitute one and the same Agreement. This Agreement may be executed and transmitted via facsimile, electronic or PDF signatures and in such event such execution and transmission shall have the same force and effect as the hand delivery of an original document duly executed in ink. This Agreement may be amended only by written instrument signed by the party charged to be bound thereby. This Agreement shall be construed in accordance with and governed by the laws of the District of Columbia. The waiver of either party of any breach or violation of, or default under, any provisions of this Agreement shall not be deemed a continuing waiver of such provision or a waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. The Article, Section and Paragraph headings, and other titles and captions used in this Agreement, are inserted only for convenience of reference, and are not intended to and shall in no way define, limit, enlarge or prescribe the rights or obligations of the parties, or affect the meaning, construction, scope or extent of any provisions of the Agreement Owner s Representative. The Owner hereby designates, as Owner s representative authorized to act on the Owner s behalf with respect to this Agreement (hereinafter the Owner s Representative ). In the event Engineer receives any instructions or approvals, either in writing or orally, by persons other than the Owner s Representative designated pursuant to this Section, the Engineer shall notify the Owner s Representative of such instructions or approvals and shall not act upon such instructions or approvals until provided with directions from the Owner s Representative. Unless otherwise agreed in writing between the parties or otherwise provided in this Agreement, the Owner s Representative shall be responsible for communicating with the Engineer and the Engineer shall not accept requests or other directions in connection with the performance of the Services pursuant to this Agreement unless such request or direction is issued by the Owner s Representative. A new representative may be designated by the Owner pursuant to this Section by providing the Engineer with three (3) days prior, written notice. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. A&E TELEVISION NETWORKS, LLC SHMERYKOWSKY CONSULTING ENGINEERS By By: Printed Name: Printed Name: Title: Title: ANNEX A: Scope of Services ANNEX B: Additional Service Rates ANNEX C: Insurance A - 9

17 APPENDIX B: Plot Survey B - 1

18 APPENDIX C: Concept Drawings C - 1

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