FORM OF AGREEMENT BETWEEN
OWNER AND THE PROFESSIONAL
Agreement made effective the _________________ day of
between the Owner:
for the State of Mississippi; and the Professional:
Professional is a (Check
and complete one of the following):
INC., PA, LTD, PLLC, or LLC solely organized and existing under
the laws of the State of ______ and having its principal office
in City of _______, the County of ______, and the State of
) PARTNERSHIP of the following (List
_____ JOINT VENTURE (list
all joint venture firms)
) SOLE PROPRIETORSHIP
the following Project:
limited as described in Paragraph 4.3 to the amount of $
_________________ as authorized by an action of the Owner.
AS TO FORM:
(Signature of Attorney)
Owner and the Professional agree as set forth in pages one through
seventeen, Articles one through nine, as follows:
AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND PROFESSIONAL
1: PROFESSIONAL COMPENSATION
the Professional's basic services as described in Subparagraph 2.1.1,
the fee shall be a percentage of the project cost. The fee
classification is indicated in Subparagraph 6.1.1.
Professional may provide additional services beyond the basic
services and those additional services and their compensation are
indicated in Paragraph 1.3.
the Professional is called upon to provide extra services as
described in Paragraph 6.4, the compensation shall be fixed at the
fee indicated in Paragraph 1.4.
SERVICES - PERCENTAGE OF CONSTRUCTION COST
for basic services shall be a percentage of construction cost based
on each awarded Construction Contract for which the Professional
provides services and in accordance with Article 6.
The Project does not include any additional services which will
require an additional fee.
Project includes additional services listed in Subparagraph 2.1.2.
In addition to the basic services fee, an additional fee for
each service shall be indicated as follows:
special cases, fees shall be paid to the Professional for extra
services as described in Paragraph 6.4 and shall be in addition to
the basic services fee as follows:
time at a fixed rate of Seventy-Five Dollars ($75.00) per hour. For
the purposes of this Agreement,
the principals are:
time computed at a multiple of two and one half (2 1/2) times the
employee's direct personnel expense as defined in Paragraph 6.6.
services performed by Consultants at the amount billed to the
Professional computed in accordance with Subparagraphs 1.4.2 and
approved by the Owner, reimbursements to the Professional shall be
made for the following during the course of the Project and in
accordance with referenced paragraphs.
shall be made for Asbestos Inspection/Sampling Testing outlined in
shall be made for Contract Documents for bidding and actual
construction purposes as outlined in Subparagraphs 2.4.3, 3.3.1,
3.3.2 and 3.3.4.
shall be made for permanent reproducible transparencies as
outlined in Subparagraphs 2.6.12 and 3.3.3.
Reimbursement shall be made for printing and for the electronic
submittals as outlined in Subparagraphs 2.5.5, 2.6.12 and 3.3.
2: PROFESSIONAL'S SERVICES AND RESPONSIBILITIES
Professional's basic services shall consist of Paragraphs 2.2 and
2.7 and the phases listed and marked below. Any phase listed but
not marked shall not be part of the basic services.
Phase described in Paragraph 2.3
Document Phase described in Paragraph 2.4
Phase described in Paragraph 2.5
Phase described in Paragraph 2.6
Abatement described in Paragraph 2.8
services under the direction of a Manager described in Paragraph
Professional shall provide additional services as listed and marked
below. Any phase listed but not marked shall not be an additional
service to the Agreement.
Professional's basic services listed in Subparagraph 2.1.1 shall
include consulting services listed below and meeting requirements of
Subparagraph 2.7.1 and 300.4 of Owner Procedure Manual. Any
consultant listed but not marked shall not be a consultant to this
Service: Services to be Performed by:
Professional shall perform services as expeditiously as is
consistent with Professional skill and care and the orderly progress
of the Work. The Professional shall submit for the Owner's
approval, as soon as possible after execution of this Agreement,
of services. This Schedule
may be adjusted as the Project proceeds and shall include allowances
for periods of time required for the Owner's review and approval of
submissions and for approvals of authorities having jurisdiction
over the Project. This Schedule,
when approved by the Owner, shall not, except for reasonable cause,
be exceeded by the Professional. The Initial Meeting Date
referenced below is the latter of the Pre-Design Conference or the
OPR Workshop for the Commissioning Agent, if required, as scheduled
by the Onwer.
described in Subparagraph 2.2.1 shall be as follows:
services beginning date will be the Initial Meeting Date described
Phase described in Paragraph 2.3: ___________days from the Initial
Document Phase described in Paragraph 2.4: ___________days from
approval by Owner of the
dates for receipt of phases shall be the date the Documents are
stamped into the Owner's office if they are in an approved
condition. If submittals are rejected, then the clock will continue
to run without charge for that time being reviewed by the Owner.
date for approval and beginning of the next phase shall be the date
of receipt, by the Professional, of the letter of approval from the
paragraph removed from advising agency’s contract as of 3/3/16
because transmittal is electronic instead of “letters”)
time for review of documents by the Owner, which result in an
approval with instructions to move to the next phase, shall not be
charged to the Professional's days for performing services.
Professional shall consult with the Owner to ascertain the
applicable requirements of the Project and shall review the
understanding of such requirements with the Owner.
Professional shall comply with all aspects of the Owner's current
document entitled Roofing
Policy for State-owned Facilities
described in Article 10.
Professional shall inspect each facility and complete the Owner's
standard form entitled Visual
Roof Analysis Inspection Form
for each roof. See
Professional shall prepare and submit to the Owner a comprehensive
written document which defines the Project's scope and the proposed
solutions and roofing systems.
Professional shall prepare and submit to the Owner Schematic
Drawings of the concept. The Schematic Drawings shall include, but
shall not be limited to:
design approach drawn at an agreed upon scale
description of the proposed roofing system
description of the critical details
Professional shall prepare and submit to the Owner an estimate of
probable total Project cost based on proposed square footage and/or
cost per square of roofing.
Professional shall submit to the Owner four (4) copies of each item
ascribed in Subparagraphs 2.3.3, 2.3.4, 2.3.5, and 2.3.6 for
Professional shall show the progress to date, confirm the remainder
of the Schedule
and obtain the Owner's written approval of the
Analysis/Inspection/Schematic Phase before proceeding with the
Construction Document Phase.
approval of the Analysis/Inspection/Schematic Phase by the Owner,
the Professional shall prepare and submit to the Owner four (4)
copies of working drawings and specifications detailing and
prescribing the Work to be accomplished including materials;
workmanship; finishes; mechanical and electrical systems; special
equipment; general, special, and Supplementary
of the Agreement
Between the Owner and the Contractor
and any and all other information required for receiving bids on the
Project and subsequent preparation of Shop Drawings and detailed
receiving a reviewed copy of the Construction Documents by the
Owner, the Professional shall complete the Construction Documents to
conform with the review comments and furnish four (4) final copies
to the Owner prior to release of Documents for bids.
Professional shall furnish complete sets of plans, specifications,
and other Bid Documents as are necessary for bidding purposes. The
actual cost of printing and mailing these Bid Documents shall be
paid by the Professional and reimbursed by the Owner, per 3.4.
Reimbursement to the Professional by the Owner of printing costs is
to assure that an adequate number of plans and specifications shall
be available for bidding purposes and thereby resulting in the best
possible competitive bids being received by the Owner for the
Project. Costs of all plans and specifications, other than for
bidding, required for the design process shall be at the expense of
Professional shall prepare and submit to the Owner a detailed
Construction Cost Analysis based on a quantity survey. The estimate
shall show an escalation projected from the date of the estimate to
the projected bid date.
date for receipt of bids shall be established by the Owner.
Professional agrees that approval of Drawings and Specifications by
any person, body, or agency shall not relieve him of the
responsibility for the adequacy, fitness, suitability, correctness
of design, and for designing the work in accordance with sound and
accepted architectural and engineering practices and in compliance
with prevailing building codes, federal and state laws and
regulations regarding asbestos abatement.
Professional, following the Owner's approval of the Abatement
Document Phase, shall assist the Owner in obtaining bids and in
award and preparation of Construction Contracts.
Professional shall attend the bid opening and furnish a suitably
detailed tabulation sheet for recording the name of the Bidder, the
of Responsibility Number,
Bid Security, Base Bid, Alternate(s), and remarks. The Professional
shall furnish sufficient tabulation sheets for all in attendance.
Immediately after receipt of bids, the Professional shall submit to
the Owner a certified tabulation of all bids received, along with
recommendations as to Contract award.
Professional, following the award of a Construction Contract,
shall prepare and submit to the Owner, two (2) copies of
Construction Documents (plans/specifications). Each copy shall be
and shall include an executed bid Proposal Form, Agreement Form,
Contract Bond, Power of Attorney, Certificate of Insurance, all
bulletins, Addenda, and supplemental Drawings. One (1) copy shall
be retained by the Owner, one (1) copy shall be for the Contractor.
Any other contract document guidelines will be distributed to the
Professional at the bid opening.
Professional shall provide for the Owner project data required by
the Attorney General's Special Counsel as described in
9 and/or any other information required.
The Professional shall, unless waived by the Owner, also
submit one electronic format copy of the updated Contract Documents
(plans and specifications) in coordination with said Contract
Documents in 2.5.3 above. Said electronic submittal to be submitted
within thirty (30) days after award by Owner in .pdf format. The
actual cost of the electronic media shall be paid by the Owner, with
cost approval by the Owner before printing is ordered in accordance
Professional's relationship to the General Contractor shall be set
forth in the General
or the Supplemental
of the Agreement
Between the Owner and the Contractor,
or modified by this Agreement.
The Professional is responsible for keeping the Owner completely
apprised of the Project during the Construction Phase.
Construction Phase begins with the award and the preparation of the
Construction Contract(s). The Construction Phase is concerned with
the professional services required to direct the two (2) components
of construction - office and field. The Professional services
performed for the office component include:
administration of all Construction Contracts
and approving shop drawings and correcting shop drawings when
necessary for conformance with the design intent
revisions, corrections, or clarifications in the Contract Documents
by bulletins or Change Orders, together with all correspondence and
clerical work in connection with bulletins and Change Orders
sufficient on-site investigation to substantiate any of the above
and accepting the completed Project, together with such
Certificates, Manuals, and Guarantees as provided in the Contract
Professional shall collect, maintain and house copies of weekly
payrolls from all Contractors and Subcontractors for compliance with
the labor standard provisions of the Construction Contract when
labor standard provisions are contained in the Contract.
Professional services performed for the field component comprise
on-site inspection by the Professional and/or Consultants to guard
against nonconformity of the Work with the Contract Documents and to
observe and report on compliance with agreed upon construction
schedules. Notwithstanding the above, the Professional shall be
responsible for insuring field inspections are made as needed and
during the critical phases of construction by the Consultants and
the Professional's firm. The Professional shall maintain a log of
all visits to the site by the Consultants and the Professional's
firm. The Professional shall not be responsible for construction
sequence of procedures, or the safety precautions and programs in
connection with the work. The Professional may disapprove or reject
work as failing to conform to the Contract Documents.
inspections shall be done by a principal of the Professional's firm
and/or of each Consultant firm, or a qualified employee of each firm
as approved by the Owner. Once a month a written report, including
a copy of the visit log described in Subparagraph 2.6.4, shall be
submitted apprising the Owner of the progress and condition of the
Work. Any additional reports shall be collectively submitted by the
Professional shall be the interpreter of the requirements of the
Contract Documents and judge of the performance thereunder of the
Contractor. The Professional shall render written interpretations
necessary for the proper execution of the Work with reasonable
promptness upon written request of either the Owner or the
Professional shall not issue any verbal or written orders for
omissions from, additions to, or changes in the Construction
Contract until approved in writing by the Owner, or as modified by
Professional shall prepare Change Orders for the Owner's approval
and execution in accordance with the Contract Documents and shall
have authority to order minor changes in the Work which does not
involve an adjustment in the Contract Sum or an extension of the
Contract Time and which is not inconsistent with the intent of the
Professional shall determine the amounts owed to the Contractor
based on inspections at the site and evaluations of the Contractor's
applications for payment and will recommend, for the Owner's
approval, the issuance of certificates for payment in such amounts
as provided in the Contract Documents.
approval of a Certificate
shall constitute a representation by the Professional to the Owner,
based on the inspections at the site and on the data comprising the
Contractor's application for payment that the Work has progressed to
the point indicated; that, to the best of the Professional's
knowledge, information and belief, the quality of the Work is in
accordance with the Contract Documents; and, that the Contractor is
entitled to payment in the amount certified. The issuance of a
certificate for payment will not be a representation that the
Professional has made any examination to ascertain how and for what
purpose the Contractor has used the monies paid on account of the
Contract Sum, other than to secure certification under oath that all
Materialmen, Laborers, and Subcontractors have been paid by the
the Professional is notified by the Contractor that the Work has
been completed and the Project is ready for inspection, the
Professional and Consultants shall conduct a semi-final inspection.
The Professional and Consultants shall prepare lists of items
needing correction. When these items have been corrected by the
Contractor, the Professional and all Consultants shall, with a
Representative of the Owner present, make the final inspection and
shall certify to the best of their knowledge to the Owner completion
of the Project in compliance with the Contract Documents. It is the
responsibility of the Professional to have representative(s) of
Consultants present for the semi-final and final inspection(s).
completion of the Project, the Professional shall furnish corrected
documents to conform to the Project as finally constructed and shall
deliver to the Owner two (2) sets of record documents. Record
documents shall reflect all changes caused by Addenda, field
changes, Change Orders, and observed changes by the Professional,
Contractor, or Subcontractors. When required by the Owner, the
record documents shall be permanent erasable transparencies suitable
for reproduction. The actual cost of printing these record
documents shall be paid by the Owner, with cost approval by the
Owner before printing is ordered. Upon completion of the Project,
the Professional shall update and forward project data required in
Subparagraph 2.5.4. In addition, the Professional shall deliver to
the Owner the Manufacture's data for the roof materials used, the
Manufacturer's Guarantee, and the Roofing Contractor's Guarantee.
The Professional shall, unless waived by the Owner, also submit one
electronic format copy of the updated As-Built documents in .pdf
format in coordination with the project Close-Out Documents. The
actual cost of the electronic media shall be paid by the Owner, with
prior cost approval by the Owner, in accordance with 3.3.
the Warranty period of the Construction Contract(s), the
Professional shall work with a Representative of the Owner in
securing remedy of defects that become apparent. The Professional
shall make, with a Representative of the Owner present, a Warranty
inspection of the Project prior to the expiration of the Warranty
period and report observed discrepancies to the Contractor for
Construction Phase shall terminate upon expiration of the Warranty
period or settlement of all Warranty claims, whichever occurs last.
the Professional, who is a party to this Agreement,
renders basically architectural services and hereby agrees that all
plans, specifications, detail drawings, and miscellaneous services
required for architectural or engineering work shall be performed by
a registered Professional in his own organization or he agrees to
employ, without additional cost to the Owner and subject to the
approval of the Owner,
services of a registered Professional regularly engaged in the work.
Drawings and specifications prepared shall bear the stamp of the
responsible registered Professional. The Professional shall enter
into Contract agreements with such registered Professional with
contracts binding them to terms and responsibilities substantially
set forth herein regarding design and inspection services.
Professional shall be responsible for obtaining asbestos consulting
services to inspect, locate, identify and xxxxx any Asbestos
Containing Materials (ACM) present in the Project; or, the
Professional may select to perform these duties. All abatement
activities shall be in accordance with federal and state laws,
directives and requirements.
Professional or Asbestos Consultant may be used to handle the
abatement process. Regardless, the removal of the ACM will be part
of the General Contract awarded by the Owner.
Professional, or Asbestos Consultant, shall possess a current
certificate as issued by the Mississippi Department of Environmental
Quality, Office of Pollution Contract. A copy of each certificate
shall be attached to the report described in Subparagraph 2.8.4,
the Analysis/Inspection/Schematic Phase described in Paragraph 2.3,
the Professional and/or Asbestos Consultant shall conduct an
Inspection/Sampling/Testing Phase enumerated (1-5) as follows:
asbestos related services for reimbursement must receive prior
written approval by the Owner. The Professional shall submit to the
Owner written proposals describing the Work and cost. The Owner may
request the Professional to secure additional proposals as deemed
necessary. Upon written approval by the owner, the Professional may
begin the authorized asbestos services described in Subparagraph
2.8.4. Any work performed without the Owner's approval will be the
financial responsibility of the Professional.
a complete inspection of the Project to determine the types,
locations and approximate quantities of suspect ACM.
the services of a testing laboratory qualified by the National
Institute of Safety and Health (NIOSH) to conduct tests for the
presence of asbestos. The services should include sample
collection, analysis and reporting. If the Professional, or
Asbestos Consultant, is a NIOSH qualified laboratory, the
collection, analysis and reporting may be conducted in-house.
Professional shall prepare and submit to the Owner four (4) copies
of a comprehensive written document which defines the extent of ACM
present, its type, location and approximate quantity. The document
should include drawings, the testing laboratory report, cost options
and Owner options.
total cost of asbestos services required in Subparagraph 2.8.4 shall
be reimbursed to the Professional once, and only upon delivery and
satisfactory completion of the comprehensive written report required
in Item .3 of Subparagraph 2.8.4. An itemized statement from the
Professional, complete with photo copies of all related invoices, is
necessary in order to process the reimbursement.
after receipt of Owner's approval of the Inspection/Sampling/Testing
Phase described in Subparagraph 2.8.4, the Professional shall submit
project data required by the Owner.
Owner's approval of the Inspection/Sampling/Testing Phase described
in Subparagraph 2.8.4, the Professional shall prepare and include in
the working drawings and specifications described in Paragraph 2.4
details prescribing the Work to be accomplished and the protective
measures in accordance to Environmental Protection Agency (EPA)
guidelines. Procedures shall include a plan for shutting down
mechanical and electrical systems, phasing of work if required, and
outlining responsibilities for cleaning and removing loose
Professional shall provide for the Owner project data required by
the Attorney General's Special Counsel as described in Article 9
and/or any other information required.
daily air monitoring and final air clearance testing shall be
included as the Contractor's responsibility in the Abatement
Documents. The Contractor shall select, supervise and pay for all
job air monitoring. If for any reason, this is omitted from the
Contractor's responsibility, the Professional shall provide the air
monitoring services without additional cost to the Owner.
Asbestos Hazard Emergency Response Act (AHERA) regulations require a
final air clearance test by an independent testing laboratory not
associated with the Contractor, the Professional shall be
responsible for obtaining that final independent air clearance
tests. The Owner shall reimburse the Professional directly for
obtaining these services, provided the selection and costs are
preapproved by the Owner in writing.
3: OWNER'S RESPONSIBILITY
INFORMATION AND BUDGET
Owner shall provide information regarding requirements for Project
program and budget.
Owner shall furnish information required in Subparagraph 3.1.1 as
expeditiously as necessary for the orderly progress of work.
Owner shall prepare the Advertisement
and pay for publication.
Owner shall reimburse the Professional for actual costs of printing
and mailing Construction Documents for bidding and construction
phases only, less any deposits not refunded, or costs related to
sets issued to bidders for which the Professional has waived deposit
with documentation of competitive printing quotes/bids submitted to
the Owner before printing is ordered. Construction Documents are
defined as final Drawings and Project Manual used in obtaining bids
and for construction.
shall not be made for any printing or photographic methods used as
an aid in the development of design, instruments of service, check
prints, or any construction documents not used for the purpose of
obtaining bids or for construction.
Owner shall reimburse the Professional for the actual cost of
printing permanent reproducible transparencies required at
completion of the Construction Phase and for electronic submittals
in 2.5.5 and 2.6.12.
Professional shall submit a statement itemizing each item for
reimbursement, along with copies of invoices for each.
Reimbursement for Contract Documents described in Subparagraph 2.4.3
shall be due and payable once and only upon award of a construction
contract. All printing of documents or electronic submittals “in
house” must be supported by an outside quote and must not exceed
the cost of said quote, and must be in accordance with 3.3.5 below.
Reimbursement is not due if no construction award is made.
Professional shall anticipate printing costs “for the entire
project”. When printing for the entire project totals over
$5,000.00, then two printing quotes are needed with submission to
the Owner and approval by the Owner. When printing for the entire
project totals over $50,000.00, then printing bids are needed by the
Professional with submission to the Owner and approval by the Owner.
Owner may contract by separate contract for the services of a
Manager to be the Owner=s Agent in managing the various project
contracts entered into by the Owner.
management is marked as part of the Professional=s services listed
under Subparagraph 2.1.1, the Professional and Owner agree to the
communication with the Owner will be through the Manager
Manager will perform all services, duties and responsibilities as
described in the Owner and Manager Agreement.
Manager does not assume any of the responsibilities or duties of the
Professional as outlined in this Agreement.
Manager assumes the responsibilities and duties of the Owner as
outlined in this Agreement.
4: CONSTRUCTION COST
construction cost means the cost of all Contracts to the Owner, but
such cost shall not include the Professional's fee and/or
by the Professional of the construction cost in excess of the budget
furnished by the Owner to the Professional must be accompanied by a
full and complete explanation detailing conditions that contributed
to the cost in excess of the budget.
LIMIT OF CONSTRUCTION COST
the Professional begins the Project, the Owner shall provide the
Professional with a budget of all funds available for the total
Project. The total Project includes the Contract(s) for
construction, including information technology, furnishing, and
equipping, if applicable, all fees, special Consultants and
Contracts, advertising costs, code compliance expenses, a reasonable
contingency, and any other expenses necessary to complete the
Project and deliver a useful facility to the Using Agency. Where
project services as defined in Paragraph 2.1.1 do not include any
phase beyond Construction Document Phase, the total Project and
budget shall include only the fees based on a percentage of
estimated construction cost, special Consultants and Contract, and
any other expenses needed to complete the planning of the Project
through completion of the last designated planning phase. The
Professional agrees that unless the Project, as designed by him
covering the complete Scope of the Work, can be actually completed
within the budget of funds available, the Owner shall not be
obligated to the Professional for any part of the Professional's fee
beyond the last Owner-approved phase.
after bidding, the Project cannot be constructed within the budget
of funds available, the Owner may authorize the Professional to do
one of the following:
Owner may authorize the Professional to revise the contract
documents and rebid
Owner may authorize the Professional to adjust the Project Scope,
revise the Contract Documents, and rebid
5: MISCELLANEOUS PROVISIONS
and Specifications as instruments of service are the property of the
Owner whether the work for which they are designed is constructed or
not. Upon payment of the fees accrued for the services performed
through the latest completed phase as provided in Article 6, the
Owner shall have full and unrestricted use of the Drawings and
Specifications for construction of the Project. The Documents shall
not be used again by the Professional other than for the benefit of
the State and on authority of the Owner. Permanent reproducible
transparencies shall be furnished to the Owner upon request and the
Owner shall reimburse the Professional for the actual cost.
Original tracings and specifications may remain in the files of the
Professional until the Owner requests delivery.
Owner shall have full and unrestricted use of the Drawings and
Specifications for use on any future Project without further
compensation due the Professional.
Professional shall prepare Drawings and Specifications in
conformance with the following 2015 ICC Codes (International Code
Council) in effect as of the date of this Agreement,
unless a different edition is so noted. The most stringent of the
following Codes will be used in order to comply with Law.
Building Code .14 Mississippi Floodplain Regulations
International Existing Building Code .15 Information
Technology Services (formerly Central
International Plumbing Code Data Professing
Authority) - Computer
International Mechanical Code Purchases
and Telecommunication Purchases
International Fuel Gas Code .16 Mississippi Department
of Archives and History -
International Electrical Code Historic
ASHRAE 90.1 (Energy Standard for Buildings)
Mississippi Department of Environmental Quality’s
International Fire Code Office of Pollution
Control – Air
Mississippi Handicapped Law, Mississippi Code 1972, .18
Mississippi State Department of Health’s Health
Section 43-6-101 through 43-6-125 Facilities Licensure and
Certification Division -
Federal Register, Part III, Environmental Protection Agency
Standards of Operation for Home Health Agencies
CFR Part 61, National Emission Standards for Hazardous
Standards of Operation for Personal Care Homes
Pollutants; Asbestos NESHAP Revision; Final Rule Minimum
Standards of Operation for Chemical Dependency Units
Mississippi Regulations for Accreditation and Certification of
Standards of Operation for Mississippi Hospitals
Abatement Personnel (Mississippi Department of Minimum
Standards of Operation for Psychiatric Hospitals
Standards of Operation for Ambulatory Surgical Facilities
Federal Register, Part IV, Department of Justice Minimum
Standards of Operation for Institutions for the Aged
CFR Part 35, Nondiscrimination on the Basis of Disability and
State and Local Government Services; Final Rule
Xxxxx Bacon Act Regulations
Consulting Professionals retained or otherwise employed by the
Professional must be approved by the Owner. The Professional shall
not employ or otherwise retain consulting Professionals with
Professional agrees to employ the Consultants for complete services,
Owner shall and does have the right to approve any and all materials
and equipment used in the construction of the Project.
the written consent of the Owner, the Professional may assign a
portion of his financial interest to a recognized financial
institution for underwriting operations covered by this Agreement.
The Owner and the Professional each binds himself, his Partners,
Successors, Assigns, and legal Representatives of such other Party
in respect to all covenants of this Agreement.
Neither the Owner, nor the Professional, shall assign, sublet, or
transfer interest in this Agreement without the written consent of
shall be governed by the Laws of the State of Mississippi.
– Employee Status Verification System. The
Contractor represents and warrants that it will ensure its
compliance with the Mississippi Employment Protection Act, Section
71-11-1, et seq of the Mississippi Code Annotated (Supp 2008) and
will register and participate in the status verification system for
all newly hired employees. The term “employee” as used herein
means any person that is hired to perform work within the State of
Mississippi. As used herein, “status verification system” means
the Illegal Immigration Reform and Immigration Responsibility Act of
1996 that is operated by the United States Department of Homeland
Security, also known as the E-Verify Program, or any other successor
electronic verification system replacing the E-Verify Program. The
Contractor agrees to maintain records of such compliance, and upon
request of the State and approval of the Social Security
Administration or Department of Homeland Security, where required,
to provide a copy of each such verification to the State. The
Contractor further represents and warrants that any person assigned
to perform services hereunder meets the employment eligibility
requirements of all immigration laws of the State of Mississippi.
The Contractor understands and agrees that any breach of these
warranties may subject the Contractor to the following: (a)
termination of this Agreement and ineligibility for any state or
public contract in Mississippi for up to three (3) years, with
notice of such cancellation/termination being made public, or (b)
the loss of any license, permit, certification or other document
granted to the Contractor by an agency, department or governmental
entity for the right to do business in Mississippi for up to one (1)
year, or (c) both. In the event of such termination/cancellation,
the Contractor would also be liable for any additional costs
incurred by the State due to the contract cancellation or loss of
license or permit.”
In accordance with the Mississippi Accountability and
Transparency Act of 2008, §00-000-000, et
of the Mississippi Code of 1972, as Amended, the American
Accountability and Transparency Act of 2009 (P.L. 111-5),
applicable, and §31-7-13 of the Mississippi Code of 1972, as
amended, where applicable, a fully executed copy of this
shall be posted to the State of Mississippi’s accountability
website at: xxxxx://xxx.xxxxxxxxxxxx.xxxxxxxxxxx.xxx
6: FEES AND PAYMENTS TO THE PROFESSIONAL
Owner shall pay the Professional a fee calculated as a percentage of
construction cost based on each construction contract awarded
derived from a basic fee formula of a fixed number (42) divided by
the common logarithm of the actual construction cost (C).
Fee percentage formula =
Fee amount formula = C
C (Log C)
no instance shall the fee be less than one thousand dollars
Change Orders occur, the fee shall be increased or decreased
accordingly if the Construction Contract amount is increased or
decreased. If an increase is the direct result of the
Professional's errors or omissions, the Owner may elect not to
increase the fee. The Owner is the sole judge of whether the Change
Order resulted from the Professional's error or omission.
FOR BASIC FEE
to the Professional on account of the basic fee under Subparagraph
6.1.1 shall be made as indicated in the following paragraphs.
completion of the Analysis/Inspection/Schematic Phase and written
approval of the appropriate Using Agency, Governing Board, and
Owner, a sum equal to twenty percent (20%) of the basic fee computed
upon the approved estimate of construction cost shall be due.
completion of the Construction Document Phase and written approval
of the appropriate Using Agency, Governing Board, and Owner, a sum
equal to sixty percent (60%) of the basic fee, less any previous
payments, computed upon the approved estimate of
cost shall be due. Such sum shall in no instance be computed upon
an amount larger than the total amount available for the Project and
in no event shall exceed the budget furnished by the Owner to the
upon completion of the Construction Document Phase and written
approval of the appropriate Using Agency or Governing Board, the
Owner is unable or chooses not to execute the Bidding Phase
described in Paragraph 2.5, the Professional is due a sum equal to
seventy percent (70%) of the basic fee, less any previous payments,
computed upon the approved estimate of construction cost. Such sum
shall in no instance be computed upon an amount larger than the
budget furnished by the Owner to the Professional.
completion of the Bidding Phase, written approval of the appropriate
Using Agency, Governing Board, and Owner, and receipt of an
executable Construction Contract signed by the Contractor, a sum
equal to seventy-five percent (75%) of the basic fee, less any
previous payments, computed upon the actual Contract award amount
shall be due.
upon completion of the Bidding Phase and written approval of the
appropriate Using Agency or Governing Board, the Owner is unable or
chooses not to execute the Construction Phase described in Paragraph
2.6, the Professional is due a sum equal to seventy-five percent
(75%) of the basic fee, less any previous payments, computed upon
the lowest and best BASE BID [Alternates will in no case be
considered.]. Such sum will in no instance be computed upon an
amount larger than the BASE BID. In no instance will the fee
described in this paragraph be due IF the computed total Project
budget using the BASE BID amount exceeds the budget furnished by the
Owner to the Professional. Refer to Paragraph 4.3.
of fees to the Professional during the Construction Phase shall be
made monthly in proportion to the current percentage requested by
the Contractor and approved by the Owner
Owner reserves the right to determine when and who provides the
Professional service items needed for this Project. Any pay request
submitted by the Professional which contains service items not
authorized by the Owner to be performed by the Professional may be
disapproved in part, or total.
FOR ADDITIONAL SERVICES
Owner shall make payments in full upon completion and Owner approval
of any additional services indicated in Paragraph 1.3.
payments may be made upon written request by the Professional and
the Owner's approval.
FOR EXTRA SERVICES AND SPECIAL SITUATIONS
the Professional is caused extra drafting or other expense because
of major changes ordered by the Owner, the delinquency or insolvency
of the Contractor, or as a result of damage by fire, the
Professional may request to be paid for such extra services and
expenses. If any work designed or specified is abandoned or
suspended, the Professional may request to be paid for the services
Professional is not due extra compensation for any work performed at
the direction of the Using Agency for whom the Project is
constructed or for alternates included in the bid package but not
included in the actual Construction Contract award.
Professional having a claim under this Paragraph shall prepare a
complete and documented explanation and submit it to the Owner for
consideration. Only upon Owner approval shall extra compensation be
the Owner's discretion, the Professional may be compensated for
extra services in special situations according to the fees indicated
in Paragraph 1.4, or negotiated a lump sum payment.
Owner shall reimburse the Professional for expenses listed in
Paragraph 1.5. The Professional shall submit a separate invoice on
each item for which reimbursement is requested.
Professional shall not be reimbursed for any traveling or living
expenses incurred personally, by Associates and/or Consultants.
requests for reimbursement must be received with or before the final
request for payment. Payment of the Professional's retainage by the
Owner constitutes waiver by the Professional of any future claims
applicable to this Agreement,
direct personnel expense shall include that of employees engaged on
the Project by the Professional including Architects, Engineers,
Professionals, Draftsmen, Specification Writers, Inspectors, and
Secretaries in consultation, research, design, production of
drawings, specifications, and other documents pertaining to the
Project, and inspection of construction of the Project.
personnel expense shall include the cost of salaries and mandatory
and customary benefits such as statutory employee benefits,
insurance, sick leave, holidays, vacations, pensions, and similar
of the Professional's direct personnel expense, Consultant expense,
and reimbursable expenses pertaining to the Project and records of
accounts between the Owner and the Professional shall be maintained
in conformity with generally accepted accounting principles for a
period of three (3) full years from the date of final payment and
shall be subject to audit at any reasonable time and upon reasonable
notice by the Owner, the Owner's duly appointed Representative, or a
licensed independent public accountant.
work shall be defined as other projects not covered in the terms of
duplicated work using Drawings and Specifications prepared under
and requiring only the modification of plot plans, foundations,
service connections, incidental changes, and including supervision,
a new Contract may be negotiated between the Owner and the
Professional. The Owner is not obligated to enter a new Contract
for duplicated work.
deductions shall be made from the Professional's fee on account of
penalty or liquidated damage sums withheld from payment to
Contractors through no fault of the Professional.
the Project involves federal funds or any funds other than those
authorized by the Mississippi Legislature, either by direct
appropriation or by authority to issue general obligation bonds or
revenue bonds of the State of Mississippi for expenditures to be
made by or under the direction of the Owner, it is mutually agreed
that the amount of the Professional's fee based on such funds shall
in no event become due until such federal funds or other funds have
been actually paid into the State Treasury.
The word “contractor” herein shall mean Professional, Vendor,
Architect, Engineer, Lessor, etc.
– July 2009 – the XxX is exempt from E-Invoice.)
State agrees to make payment in accordance with Mississippi law on
“Timely Payments for Purchases by Public Bodies”, Section
31-7-301, et seq. of the Mississippi Code of 1972, as amended, which
generally provides for payment of undisputed amounts within
forty-five (45) days of receipt of the invoice.
by state agencies using the statewide electronic payment and
remittance vehicle shall be made and remittance information provided
electronically as directed by the State. These payments shall be
deposited into the bank account of the Contractor’s choice. The
State may, at its sole discretion, require the Contractor to submit
invoices and supporting documentation electronically at any time
during the term of this Agreement. Contractor understands and
agrees that the State is exempt from the payment of taxes. All
payments shall be in United States currency.
payment, including final payment, shall be construed as acceptance
of defective or incomplete work, and the Contractor shall remain
responsible and liable for full performance.
requests for payment by the Professional shall be submitted with an
ORIGINAL and one (1) copy.
7: TERMINATION AND EXTENT OF AGREEMENT
OF AGREEMENT FOR CAUSE
through any cause, the Professional shall fail to fulfill in a
timely and proper manner obligations under this Agreement,
the Owner shall thereupon have the right to terminate this Agreement
at any Phase by giving seven (7) days written notice to the
Professional of such termination and specifying the effective date
of termination. At the option of the Owner, all finished or
unfinished Drawings and Specifications prepared by the Professional
shall be the property of the Owner, and the Professional shall not
be entitled to any compensation beyond the last approved design
phase as listed in Subparagraph 2.1.1.
the above, the Professional shall not be relieved of liability to
the Owner for damages sustained by the Owner by virtue of any breach
of this Agreement
by the Professional, and the Owner may withhold any payments to the
Professional for the purpose of setoff until such time as the exact
amount of damages due the Owner from the Professional is determined.
FOR CONVENIENCE OF OWNER
Owner may terminate this Agreement
at any time by written notice from the Owner to the Professional.
In this event, all finished or unfinished documents as described in
Subparagraph 7.1.1 shall be the property of the Owner. If this
Agreement is terminated by the Owner as provided herein, the
Professional shall be paid for services in an amount bearing the
same ratio to the total compensation as the services actually
performed bear to the total services of the Professional covered in
represents the entire and integrated Agreement
Between the Owner and the Professional
and supersedes all prior
representations, or agreements, either written or oral. This
may be amended only by written instrument signed by both the Owner
and the Professional.
8: LIABILITY INSURANCE, ET AL
AND OMISSIONS / WORKERS COMP
Professional shall purchase and maintain with a company, or
companies, licensed to do business in the State of Mississippi such
insurance as will provide protection from claims resulting from
errors and omissions, or negligent acts arising out of the
performance of professional services and operations under this
errors and omissions insurance required in Subparagraph 8.1.1 shall
be written for not less than:
Listed on Page One) Minimum
Limit of Insurance
$ 0 - $ 999,999 $ 0
$ 1,000,000 - $ 7,499,999 $ 250,000
$ 7,500,000 - $ 14,999,999 $ 500,000
$ 15,000,000 - Up $ 1,000,000
by the terms of this insurance any mandatory deductibles are
required, or if the Professional should elect with the concurrence
of the Owner, to increase the mandatory deductible amounts or
purchase this insurance with voluntary deductible amounts, the
Professional shall be responsible for payment of the amount of the
deductible in the event a claim is paid. In the event of a claim
against the policy, the Professional shall arrange for the
restoration of the limit of liability so that full coverage is
maintained at all times.
Professional shall be fully responsible to the Owner for work
performed by any Associates and/or Consultants. Errors and
omissions insurance coverage for the total Project design, including
that of all Associates and/or Consultants, rests solely with the
Professional. In the case of joint ventures, joint venture errors
and omissions insurance coverage shall be required in accordance
with the limits stated in Subparagraph 8.1.2.
Comp Insurance when and if there are five or more workers in the
errors and omissions insurance and workers comp coverages shall
remain in effect for the period of time the Professional is
responsible for the Project.
The Professional, on signing this Agreement,
shall provide the Owner two (2) copies of a Certificate of
Insurance. The Insurance Coverage may not be canceled or not
renewed during the term of subject Contract. Professional’s
contractual obligation is to procure and maintain the
requisite coverage(s) throughout the life of subject
Project/Contract, when applicable.
9: OTHER CONDITIONS OR SERVICES
OF ASBESTOS (removed
the previous asbestos notification requirement to the Attorney
General in accordance with
instructions from said Attorney General's Office on July 9, 2009)
10: ROOFING POLICY FOR STATE-OWNED BUILDINGS
an attempt to alleviate various problems regarding low-sloping roofs
and to standardize plans and specifications, the Owner has set forth
the following policy roofing new and existing buildings.
following three (3) types of roofing systems are approved. Any
other type of roof system must have written approval from the Owner:
four-ply fiber glass and bitumen hot-mopped applied built-up roofing
modified bitumen roofing system which shall be hot-mopped applied
single-ply polymeric roofing system including EPDM (ethylene
propylene diene monomer); SPE (chlorosulfonated polyethylene); and
CPA (copolymer alloy) which can be loose laid, adhered or
shall be the responsibility of the Professional to choose the type
of roof which will best suite the Project and to specify that the
roof be furnished, installed, and guaranteed as a system which may
include vapor retarders, insulation, fasteners, bitumen, xxxxx,
membranes, flashings and/or other items which are required by the
proposed design. All materials used in the roofing system shall be
specified to meet
latest available American Standards of Testing Materials (ASTM) for
individual components of the roofing system. Certification from the
roofing Manufacturer shall be furnished at the pre-roofing
conference as well as when the material is delivered to the job
four-ply built-up roof system and the modified bitumen system shall
have a twenty (20) year unlimited Manufacturer's guarantee for water
tightness covering material and workmanship on the entire system.
single-ply polymeric system shall have a fifteen (15) year unlimited
Manufacturer's guarantee for water tightness covering material and
workmanship on the entire system.
addition to the above guarantee, the General Contractor and/or the
Roofing Contractor shall provide a written guarantee agreeing to
keep the roof free of leaks for a period of two (2) years beginning
at the time of acceptance of the Project by the Owner.
roof construction on new buildings shall have a built-in minimum
slope to drains or xxxxx of a quarter of an inch (1/4) per foot.
replacement roofs shall have a minimum slope of a quarter of an inch
(1/4") per foot where feasible, however in no case shall the
slope be less than one sixteenth of an inch (1/16") per foot.
type roof system selected shall be compatible with the substrate and
shall be approved by the roofing material Manufacturer.
insulation shall be of the type approved and guaranteed by the
roofing Manufacturer for the roof assembly in which it is to be
used. The required minimum "R" value shall be specified.
replacement roof projects which do not have a sloping deck, tapered
insulation shall be used where feasible.
all new construction, the installation of equipment on roofs shall
not be permitted. Where equipment must be installed on a roof, such
as kitchen exhaust hood, it shall be approved by the Owner and shall
be installed in accordance with the National Roofing Contractors
Association (NRCA) design details which shall be such that reroofing
can be easily accomplished without the removal of the equipment.
equipment must be periodically serviced, easy access and traffic
pads shall be provided.
shall be included in the Roof Warranty and shall be applied by an
Applicator approved by the Manufacturer of the roofing material.
reroofing projects existing metal flashings which are not to be
replaced may be exempted from the Warranty.
A report shall be prepared by the Professional which shall
include the following items:
Code protection requirement and the required hourly fire resistance
rating of the assembly
roof assembly number
of roofing and flashing system recommended with justification for
of roof construction (core where necessary)
survey and testing
roof analysis inspection
requirements (UL roof assembly number, if applicable)
Class A type roof, or match existing roof
by the Professional as to repair or reroof
new construction and complete tear-off of existing roofs, the
Professional shall specify in the Bid Documents the roof as a system
and shall include all items which are to be covered under the Roof
required the Professional shall state in the Instructions
that upon award of Contract the General Contractor and/or Roofing
Contractor shall provide the Owner with the installed price of the
roofing system. If more than one (1) building is involved, each
building shall be listed separately.
Roofing Contractor shall have been in business not less than five
five (5) days after bids have been received, the low Bidder shall
provide the Owner with the following information:
letter from the Roofing Manufacturer stating the Bidder is an
sample copy of the Manufacturer's Warranty for the specified roofing
list of three (3) projects installed by his firm which used the type
of roofing system specified
least seven (7) days prior to bidding of a reroofing project, a
prebid conference shall be held at the Project site. Attendance is
not a prerequisite for bidding; however, it is strongly recommended.
new and reroofing projects, prior to ordering roofing materials, a
preroofing conference shall be initiated by the Professional.
At such time the Roofing Contractor shall provide a list of
materials to be used, Manufacturer's installation instructions, as
well as, Manufacturer's certification confirming that the materials
to be used on the Project meet the specified ASTM Standards and a
statement that the materials can be warranted by the Roofing
reroofing projects, the following personnel shall be in attendance:
new roofing projects, the following personnel shall be in
shall be made by the Manufacturer's technical representative, as
necessary, to obtain the Roof Guarantee.
Professional, or Representative, shall inspect the roof as the work
progresses. In particular, shall inspect at the following times and
give a letter of confirmation:
the substrate before any roofing is done
at the beginning of roofing installation to assure the approved
materials are being properly installed
as necessary, the Work as it progresses or when a problem arises
at the completion of the Work in order to give final acceptance of
Professional shall assist the Owner's Staff Inspector in preparing
provided by the Owner for historical files.
END OF AGREEMENT ***
Agency Roofing Contract 7