Annexation Agreement

GENERAL SERVICES AGREEMENT

GENERAL SERVICES AGREEMENT BY AND BETWEEN TOWN OF AND .

THIS AGREEMENT entered into this day of , 19 , by and between the Town of ("Owner") and ("Engineer").

WITNESSETH

Whereas, the Owner desires to engage the Engineer to render certain technical and professional services hereinafter described, and the Engineer is willing to render such services in consideration for the compensation hereinafter described:

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. Employment of Engineer - The Owner agrees hereby to engage the Engineer for the consideration hereinafter described, and the Engineer agrees hereby to perform the services hereinafter set forth.

2. Scope of Services - The Engineer shall do, perform, and carry out, in a satisfactory manner, as determined by the Owner, professional engineering services including but not necessarily limited to the following: field surveying and mapping services; economic analyses and feasibility studies; design of water supply, treatment and distribution facilities; design of sewage collection, interceptor and treatment systems; structural analyses and designs; navigation channel and structure designs; design of erosion control systems and structures; design of parks and recreational facilities; flood plain analyses and drainage design; operation and maintenance evaluations and analyses; preparation of annual reports and brochures; drafting services; recreational, utility, street and environmental master planning; design of streets, roadways, and earthen structures; preparation of technical specifications and contract documents; and construction reviews and project administration. In addition, through professional affiliations, the following services may be furnished: landscape architecture and land-use planning; environmental sampling and laboratory analysis; foundation inspection and analysis; electrical illumination design services; geotechnical investigations and reports; environmental studies and plans

3. Compensation - The Owner agrees to pay the Engineer for services rendered according to Paragraph 2 above, subject to the conditions of Paragraph 4 hereof, in accordance with the following schedule:

A. Reimbursement of salary, overhead and administrative expenses and reasonable profit for personnel employed on the work at the following rates:

Personnel Category Hourly Rates

Principal$85.00

Project Manager$70.00

Civil Engineer$60.00

Designer$45.00

Engineering Assistant$45.00

Engineering Technician$40.00

Sr. Resident Project Representative$50.00

Resident Project Representative$40.00

Administrative$25.00

Land Surveyor$45.00

Survey Crew$75.00

Cadd$30.00

B. Reimbursement of direct non-salary expenses at cost, including but not limited to the following:

(i) Receipted reproduction and printing costs applicable to the work;

(ii) Identifiable communication expenses applicable to the work.

C. Reimbursement of direct non-salary expenses at cost, including but not limited to the following:

(i) Subsistence costs incurred by personnel when out-of-state travel is required as an element of the work.

D. Reimbursement at invoice cost for Special Consultants and Outside Affiliates required and authorized by the Owner.

4. Conditions of Payment

A. Charges at the hourly rates listed in Paragraph 3 above shall include only time spent in actual work for the pursuant to this Contract at the offices of the Engineer or at a project site or in traveling in connection with a project, and shall not include time charged during periods of sickness, vacation or any other time that the employees are not gainfully employed on the work.

B. Only personnel needed and required for the orderly and economical accomplishment of the work shall be assigned to any project.

5. Procedure for Performance and Payment

A. For general consulting services, the Owner shall submit a verbal or written request to the Engineer for the work. Upon receipt of such request, the Engineer shall perform the services requested and invoice the Owner on a monthly basis for the services rendered. Such invoices for services rendered shall be submitted within the first fifteen (15) calendar days of each month. Assuming satisfactory performance of the requested work and receipt of the monthly billing therefore, the Owner shall make payment within thirty (30) days after the date of the invoice.

B. If the Owner determines that the needed work constitutes a major work project, it shall submit a separate, written request to the Engineer for the proposed work. Upon receipt of such request, the Engineer shall submit to the Owner a written memorandum detailing the services necessary to accomplish the work and an estimate of the time of performance and fees. Upon receipt of written authorization from the Owner to perform the services requested, the Engineer shall accomplish the project and bill the Owner on a monthly basis for the services actually rendered. Assuming satisfactory performance of the requested work and receipt of the monthly billing therefore, the Owner shall make payment within thirty (30) days after receipt of the billing.

6. Personnel

A. The Engineer represents that it has or will secure all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the Owner.

B. All the services required under this Agreement will be performed by the Engineer or under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local laws to perform such services.

C. None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the Owner.

7. Term - This Agreement shall remain in effect until terminated or amended as hereinafter provided.

A. The obligation to provide further services under this Agreement may be terminated by either party upon thirty (30) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party.

B. Termination of Contract for Cause - If, for any cause, the Engineer shall fail to fulfill in timely and proper manner his obligations under this Agreement, or if the Engineer shall violate any of the covenants, agreements, or stipulations of this Agreement, the Owner shall thereupon have the right to terminate this Agreement and specifying the reasons therefor and the effective date thereof, at least ten (10) business days before the effective date of such termination.

C. Ownership of Documents - All documents including drawings and specifications prepared or furnished by Engineer (and Engineer's independent professional associates and consultants) pursuant to this Agreement are instruments of service in respect of the project and Engineer shall retain copies for information and reference in connection with the use and occupancy of the project by Owner and others; however, such documents are not intended or represented to be suitable for reuse by Owner or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by Engineer for the specific purpose intended will be at Owner's sole risk and without liability or legal exposure to Engineer or Engineer's independent professional associates or consultants, and Owner shall indemnify and hold harmless Engineer and Engineer's independent professional associates and consultants from all claims, damages, losses and expenses including attorney's fees arising out of or resulting therefrom. Any such verification or adaptation will entitle Engineer to further compensation at rates to be agreed upon by Owner and Engineer.

8. Equal Employment Opportunity - There shall be no discrimination against any employee who is employed in the work covered by this Agreement, or against any applicant for such employment, because of race, color, religion, sex or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship.

9. Assistability - The Engineer shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the Owner thereto; provided, however, that claims for money due or to become due to the Engineer from the Owner under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Owner.

10. Interest of Members of Owner and Others - No officer, member, or employee of the Owner and no members of its governing body, and no other public official of the governing body of the locality or localities in which any project arising under the Agreement is situated or being carried out, who exercises any functions or responsibilities in the review or approval of any such undertaking or project, shall participate in any decision relating to this Agreement which affects his personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof.

11. Interest of Engineer - The Engineer covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Engineer further covenants that in the performance of this Agreement no person having any such interest shall be employed.

12. Officials Not to Benefit - No members of or delegate to the Congress of the United States of America, and no member of the Owner governing body shall benefit from this Agreement or be admitted to any share or part thereof.

13. Findings Confidential - Any reports, information, data, etc., given to or prepared or assembled by the Engineer under this Agreement, which the Owner requests to be kept as confidential, shall not be made available to any individual or organization, by the Engineer without the prior written approval of the Owner.

14. Insurance

A. Engineer's Insurance - The Engineer shall acquire and maintain statutory workmen's compensation insurance coverage, employer's liability and comprehensive general liability insurance coverage. The limits and deductible applicable to both comprehensive general liability shall be established under a separate Agreement between the parties.

B. Contractor's Insurance - Prior to the commencement of the work, the Owner shall require the contractor and any subcontractors to submit evidence that he (they) have obtained for the period of the construction contract and the guarantee period comprehensive general liability insurance coverage (including completed operations coverage). This coverage shall provide for bodily injury and property damage arising directly or indirectly out of, or in connection with, the performance of the work under the Construction Contract, and have a limit of not less than $500,000 for all damages arising out of bodily injury, sickness or death of one person and an aggregate of $250,000 for damage arising out of bodily injury, sickness and death of two or more persons in any one occurrence. The property damage portion will provide for a limit of not less than $100,000 for all damages arising out of injury to or destruction of property of others arising directly or indirectly out of or in connection with the performance of the work under the Construction Contract and in any one occurrence including explosion, collapse and underground exposures.

C. Builders Risk "All Risk" Insurance - Before commencement of the work, the Owner will require that the contractor and any subcontractors submit written evidence that he (they) have obtained for the period of the Construction Contract, Builders Risk "All Risk" Completed Value Insurance Coverage (including earthquake and flood) upon the entire project which is the subject of the Construction Contract. Such insurance shall include as additional named insureds; the Owner; the Engineer; and each of their officers, agents, employees and any other persons with an insurable interest as may be designated by the Owner.

Such insurance may have a deductible clause but not to exceed $5,000 except that the earthquake deductible may be in accordance with generally accepted insurance practices in the locale where the coverage is issued.

D. Indemnity - The Owner will require that any contractor or subcontractors performing work in connection with the drawings and specification produced under this Agreement to hold harmless indemnify and defend, the Owner and the Engineer, their consultants and each of their officers, agents, and employees from any and all liability claims, losses or damage arising out of or alleged to arise from the contractor's (or subcontractor's) negligence in the performance of the work described in the construction contract documents, but not including liability that may be due to the sole negligence of the Owner the Engineer, their consultants or their officers, agents and employees.

15. Limitation of Liability - The Owner agrees to limit the Engineer's liability to the Owner and to all construction contractors and subcontractors on the project, due to the Engineer's professional negligent acts, errors or omissions, such that the total aggregate liability of the Engineer to those named shall not exceed Fifty Thousand Dollars ($50,000) or the Engineer's total fee for services rendered on this project, whichever is greater.

16. Estimates - Opinions of construction costs, if any, which may be prepared by the Engineer pursuant to this Agreement will be based on the experience and qualifications of the Engineer. Since the Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods of determining prices, or over competitive bidding or market conditions, Engineer's opinions of probable Total Project Costs and Construction Cost provided for herein are to be made on the basis of Engineer's experience and qualifications and represent Engineer's best judgement as an experienced and qualified professional engineer, familiar with the construction industry; but Engineer cannot and does not guarantee that proposals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by Engineer. If prior to the Bidding or Negotiating Phase, Owner wishes greater assurance as to Total Project Construction Costs, Owner shall employ an independent cost estimator.

17. Changes - Such changes, including any increase or decrease in the amount of compensation to the Engineer, which are mutually agreed upon by and between the Owner and the Engineer, shall be incorporated in this Agreement by written amendments hereto.

IN WITNESS WHEREOF, the Owner and the Engineer have executed this Agreement as of the day and year first above written, effective as of , 19 .

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