DS9 Document EFTA01221112

JDG June 11, 2012 Jaredian Design Group Architects, Engineers and Construction Managers 5333 /UAW* Gant %n al 14 c, Thentis LI c Vorim la runt MIRAT,64110 • Pm, than Ras AT IR Sr LAMAS, U. S. Vttom i$141401 00804.6218 7 lontl • Wissiri: www.laredian.com Cecile deJongh Manager Financial Trust Company, Inc. 6100 Red Hook Quarter, Suite B3 St. Thomas, U. S. Virgin Islands 00802 Via E-mail: RE: FEE PROPOSAL FOR A FUEL FARM ON ST. THOMAS, U. S. VIRGIN ISLANDS Dear Mrs. deJongh, The Jaredian Design Group is pleased to provide you with a proposal to perform architectural-engineering services in relation to the construction of a Fuel Farm at the Cyril E. King Airport, St. Thomas, U. S. Virgin Islands for Mr. Jeffrey Epstein. Our understanding of the requirements of the project is you already have a consultant that will be preparing the Design Documents for permitting and construction. The Jaredian Design Group's role is to provide local consulting on an hourly basis to include review of design documents for consistency, assisting with the permitting agencies, and construction phase inspections. We recommend a budget of Five Thousand Dollars ($5,000.00) to be billed upon time spent. We have attached a standard rate sheet for the Jaredian Design Group with this proposal. We welcome this opportunity to provide you with our proposal. Your consideration of our firm is sincerely appreciated. Should you have any questions, please feel free to call on me at Jaredian 777-1600. Very truly yours, JAREDIAN DESIGN GROUP John oods, AIA, ARB Princi End.: JDG's Rate Sheet, Standard Terms and Conditions Cc: LeRoy V. Smith, Jr., PE, Principal, Jaredian Design Group ACCEPTANCE OF FEE PROPOSAL: Name - (Please Print) Date Title Signature EFTA01221112 J DG Jaredian Design Group Architects, Engineers and Construction Managers 5113 RAMItif C004, Suit N. Si. U. S. Vous,. lo.wm 00802.6900 • Pm, 000.0m MIR. Si. T,.onm U. S. V ions: 13401 777.1600 • rye O401 777.1601 • I -•••0: idgerIpowernetnel • Mimi JAREDIAN DESIGN GROUP 2012 Hourly Rate Sheet: DISCIPLINE CONTRACT RATE ($/HR) Principal/Management $225.00 Architect $150.00 Electrical Engineer $135.00 Mechanical Engineer $135.00 Civil Engineer $135.00 Structural Engineer $135.00 Cost Estimator $ I 00.00 Specification Writer $100.00 Architectural Designer $100.00 CADD Technician $75.00 Project Management and Construction Inspection $80.00 Surveyor $65.00 Admin Asst. $70.00 Court / Public Appearances $250.00 1 12012 Hourly Rate Sheetflaredian Design Group/June 2012 EFTA01221113 JAREDIAN DESIGN GROUP STANDARD TERMS AND CONDITIONS The CUENT and JAREDIAN DESIGN GROUP, LLC, (JDG) hereby agree os follows: 1. CONTRACT- The Contract is the Proposal, Agreement or Contract document that is signed and dated by JDG and the CLIENT and to which these Standard Terms and Conditions ore appended by reference. This contract lakes precedence over any standard conditions the client may hove in place. 2. COMPENSATION FOR SERVICES AND PAYMENT TERMS-The CLIENT agrees to pay JDG in accordance with the payment terms in the Contracl. a. FEE - The total fee, except slated lump sum. shot be understood to be on estimate, based upon Scope Of Services. and shall not be exceeded by more than ten (to) percent, without written approval of the CLIENT. Where the fee arrangement is to be on on hourly basis, the rates shall be those that prevail al the time services ore rendered. b. BILUNG/PAYMENTS - Invoices will be submitted monthly or upon completion of a specified scope. whichever is shorter, for services and reimbursable expenses and ore due when received. Invoices shall be considered PAST DUE if not paid within Xi days after the invoice dote and JDG may. without waiving any claim right against CLIENT, and without Nobility whatsoever to the CLIENT, terminate the performance of the service. Retainers shot be required for certain projects or under certain conditions and shall be credited on the final invoice. A tole payment fee will be charged of 1.5% (or the legal rate) per month on the unpaid balance. In the event any portion of on account remains unpaid for 90 days otter billing, the CLIENT shall pay cost of collection, including reasonable attorneys' fees and court costs. c. REIMBURSABLE EXPENSES - Reimbursable expenses are expensed incurred directly or indirectly in connection with the project such as. but not limited to, transportation, meals, lodging for travel, long- cfislance telephone calls and facsimile transmissions. overnight deliveries, courier services, equipment rental, photographs and video suppies, testing laboratory services, permit and other license lees professional services, soles taxes, and the cost of reproductions beyond those normally required for coordination and information purposes. These expenses will be billed of cost plus o service charge of fifteen (15) percent. 3. RIGHT•OF•ENTRY - The CLIENT agrees to furnish JDG with the right-of-entry on the project site or represents and warronts, if the site is not owned by the CLIENT, that permission has been granted to make site reconnoissance, surveys, borings. and other exploration pursuant to the Scope Of Services in the Contract. JOG will take reasonable precautions to minimize damage to the land from use of equipment, but has not included in the fee the cost for restoration of damage that may result from JDG's operations. unless specifically slated in the Contract. 4. UNDERGROUND STRUCTURES - Unless otherwise agreed. the CLIENT shall provide JDG with locations of buried utilties and other underground structures in areas of subsurface exploration. JDG wit take reasonable precautions to avoid damage lo the buried unities and other underground structures noted. If locations ore not known, ore inaccurate, or cannot be confrmed by the CLIENT. then there wit be o degree of risk to the CLIENT associated with conducting exploration. In the absence of confirmed underground structure locations, the CLIENT agrees to accept the risk of any damages and losses resulting from the explorolion work. 5. DOCUMENTS- MI reports, design drawings and specifications, field data and notes. laboratory test data, calculations, computer files, estimates. and other documents that JDG prepares os instruments of service shot remain JDG's property. The CLIENT agrees that JOG's services are on behalf of and for the exclusive use of the client and that at reports and other documents furnished to the CLIENT or its agents shall be utilized solely for this project. 6. HAZARDOUS MATERIALS - The Scope Of Services for this Contract does not include services relating to hazardous materials, os defined by federal, state and/or local lows or regulations. JOG is not insured for services related to the identification, containment or removal of asbestos or hazardous waste including pollutants. nor will we assume any Bobiity for damages or costs related to these materials. If such materials ore discovered during JOG's services. the CLIENT agrees to negotiate appropriate revisions to the Scope Of Service, the budget estimate, and the terms and conditions of the Contract. When such hazardous materials are suspected, JDG will hove the option to stop services until o new agreement is reached- If a mutually satisfactory agreement cannot be reached between both parties, the Contract shall be term:sated. The CLIENT agrees to pay JOG for oil services rendered, including ony costs mint-kited with termination. The ownership of and responsibility for all contaminated materials, hazardous materiols, and hazardous substances generated, released, uncovered, transported, and/or collected during JDG's services for the Contractor work tasks referred to herein wi not be with JOG. 7. CONSTRUCTION SERVICES -The CLIENT recognizes that retaining JDG to perform construction phase engineering services such as the review of shop drawings and product submittals. and full-lime construction observation services. is a normal and integral port of engneedng services for the project, and that retaining JDG for these services con provide for the CLIENT a greater degree of confidence that the completed work of the Contractor MI conform generally to the Contract Documents, that the integrity of the design concept os reflected in the Contract Documents has been implemented and preserved by the Contractor. and to minimize problems during construction. The CLIENT also recognizes that no entity is os tornip with the Contract Documents and their intent as JDG. Therefore, the CUENT is urged to retain JDG to provide construction phase engineering services. If JDG's construction observation services are included as part of the Scope Of Services in the Contract. JDG wil provide personnel to observe construction to ascertain that it is being performed. in general, in accordance with the plans and specifications. II is understood that, in accordance with generally accepted construction practices, the contractor and any 1I3C/EsusinessDocr/StandardTermsAndConditions _JOG Copyright 02012 Jaredian Design Group, LLC EFTA01221114 STANDARD TERMS 1ARED1AN DESIGN GROUP AND CONDITIONS subcontractors will be solely and completely responsible fa all construction activities. working conditions on the job site. including solely of all persons and properly during the performance of the work, compliance with OSHA regulations, and quality of the wait Any monitoring of the contractor's performance conducted by JDG personnel is not intended to include review of the adequacy of the contractor's safety measures, in on. or near the construction site. It is further understood thol field services provided by JDG personnel will not relieve the contractor and any subcontractors of responsibilles for performing the work in accordance with applicable laws and regulations and in accordance with the Contract Documents. Should the CLIENT nol execute an agreement with JOG to provide construction phase engineering services, then the CLIENT agrees to indemnify and hold JOG harmless against any claims. Iiobilily and responsibility for construction problems or problems arising after construction is complete attributed to construction and the Contractor's performonce, and failure of the contractor to follow the design intent and construct the project in accordance with the Contract Documents. 8. STANDARD OF CARE - JDG's services will be performed in accordance with generally accepted practices of professional engineers providing similar services at the some time, in the same locale, and under like circumstances. The CLIENT agrees that services provided will be rendered without any other warranty, expressed or implied. 9. INSURANCES - JDG maintains Worker's Compensation Insurance. JDG will furnish certification upon written request. The CLIENT agrees that JDG wit not be liable or responsible to the CLIENT for any loss, damage. or liabilily beyond the amounts, limits. exclusions. and conditions of such insurance. 10. PROFESSIONAL LIABILITY - The CLIENT agree to limit lability and require a fike limitation from any construction contractor or subcontractor who performs work for which JOG hos provided reports. plans. and specification. in an amount of $50.000 or JDG's lee, whichever is smaller. II. SUSPENSION OF SERVICES - this agreement may be terminated upon ten (10) days written notice by either party should the other fall to perform his obligations hereunder. The CLIENT shall remain fully liable fa and shall promptly pay JDG the lull amount for all services rendered by JOG up to the dole of suspension of services plus suspension charges. Suspension charges shall include the cost of putting documents and analyses in order, personnel and equipment rescheduling or reassignment adjustments. and all other related and charges directly of tributoble to suspension. 2 IDG(Rininessfloo/SlandonITermsAiniConifitionsji/G If payment of invokes by the CLIENT is nol maintained on a thirty (30) day current basis. JDG may, by providing a ten 110) day written notice to the CLIENT. suspend further services until payments are restored too current basis. In the event JDG engages counsel to enforce overdue payments, the CLIENT shah reimburse JDG for all reasonable attorney's fees and court costs related to enforcement of overdue payments. The CLIENT shot indemnify and save harmless JDG from any claim or liability resulting from suspension of services due to client's non-current payments. 12. INDEMNIFICATION - The CLIENT shall defend, indemnify, and hold lum'ess JOG and all of its personnel from and against any and all claims, damages. losses and expenses (including reasonable attorneys fees) and consequontial damages arising out of or resulting from the performance of the services, provided that any such claims. damages. losses or expenses are caused in whole or in port by the negligent act or omission and/or strict liability of the CLIENT, anyone drectly or indirectly employed by the CLIENT (except JOG) or anyone for whose acts any of them may be liable. 13. OUTSIDE CONSULTANTS -On occasion. JDG engages the speciotized services of individual consultants or other componies to participate in a project. When considered necessary. these firms or other consultants wil be used. The cost of other consultants wil be billed al cost plus a IS% administration charge. 14. LITIGATION - II is understood that unless expressly implied, the services outlined in this Agreement do not include the cost of professional services provided for any legal action or suit. Fees for court preparation. depositions. pretrial conference and in court non-testimony lime will be billed at two (2) limes the normal billing role. Fees fa in-court testimony will be bled at three (3) limes the normal billing role. 15. APPLICABLE LAW - Unless otherwise specified, this Agreement shall be governed by the lows of the principal place of business of JDG. 16. OPINION OF PROBABLE CONSTRUCTION COSTS- JDG's opinion of probable construction costs. if rendered os a service under this Agreement, is based on assumed labor costs and approximate quantities of material and equipment, and therefore is of a conditiond character. JDG cannot guarantee the cost of work to be performed by others since market or bidding conditions con change of any lime and changes in the scope or quality of the Project may affect estimates. 17. VALIDITY -Should any one or more of Inc terms and conditions stated herein be deemed unenforceable or invalid. either in whole a in port, by judgment or court ceder, that shall not affect the remoining terms and conditions or purls thereof and they shall remain full force and effect. 18. SCHEDULE- If in this Agreement, specific periods of time for rendering services are set forth or specific dates by which services ore to be completed ore provided. and if such periods of time or dates ore changed through no fault of JDG. the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. If CLIENT has requested changes in the scope, extent, or choracter of the Project, the lime of performance of JOG's services shall be adjusted equitably. Jaedian Design Group. LLC, cannot be held responsible for delays in rendering services caused by issues beyond Joredion Design Group's control. Copyright b 2012 !oration Design Group I.LC EFTA01221115