2023 09 19 City Council Packet

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OE-150T - Agreement Between Owner and Engineer for Professional Services – Task Order Edition      Page 1                 v. SP 07.31.23 
AGREEMENT BETWEEN OWNER AND ENGINEER 
FOR PROFESSIONAL SERVICES 
TASK ORDER EDITION 
 
THIS AGREEMENT is effective as of _______________, 2023 (Effective Date) between City of 
Athens, TN (Owner) and GRESHAM SMITH (Engineer).  From time to time Owner may request that 
Engineer provide professional services for Specific Projects.  Each engagement will be documented by a 
Task Order.  This Agreement sets forth the general terms and conditions which shall apply to all Task 
Orders duly executed under this Agreement.  Owner and Engineer further agree as follows:  
 
ARTICLE 1 - SERVICES OF ENGINEER  
1.01 Scope: 
A. Engineer’s services will be detailed in a duly executed Task Order for each Specific 
Project.  The general format of a Task Order is shown in Attachment 1 to this Agreement.  
Each Task Order will indicate the specific services to be performed and deliverables to be 
provided.   
B. This Agreement is not a commitment by Owner to Engineer to issue any Task Orders. 
C. Engineer shall not be obligated to perform any prospective Task Order unless and until 
Owner and Engineer agree as to the particulars of the Specific Project, Engineer’s Services, 
Engineer’s compensation, and all other appropriate matters. 
1.02 Task Order Procedure: 
A. Owner and Engineer shall agree on the scope, time for performance, and basis of 
Compensation for each Task Order.  With respect to the scope of Engineer’s services, each 
specific task Orer shall either (1) be accompanied by and incorporate a customized Exhibit 
A, “Engineer’s Services for Task Order,” prepared for the Specific Project, (2) state the 
scope of services in the Task Order document itself, or (3) incorporate by reference all or 
portions of Exhibit A, “Engineer’s Services for Task Order,” as attached to this Agreement.  
Each duly executed Task Order shall be subject to the terms and conditions of this 
Agreement. 
B. Engineer will commence performance as set forth in the Task Order. 
 C. Engineer will provide, or cause to be provided, the services set forth in the Task Order.  
ARTICLE 2 - OWNER’S RESPONSIBILITIES 
2.01 General: 
A. Owner shall have the responsibilities set forth in Exhibit B, “Owner’s Responsibilities,” and 
in each Task Order. 
B. Owner shall pay Engineer as set forth in each Task Order, pursuant to the applicable terms 
of Article 4 and Exhibit C.   
C. Owner shall be responsible for all requirements and instructions that it furnishes to Engineer 
pursuant to this Agreement, and for the accuracy and completeness of all programs, reports, 
data, and other information furnished by Owner to Engineer pursuant to this Agreement; 
such responsibility extends to requiremenets, instructions, programs, reports, data, and other 
information furnished by Owner pursuant to any Task Oder.  Engineer may use and rely upon 
such requirements, programs, instructions, reports, data, and information in performing or 
furnishing services under this Agreement, subject to any express limitations or reservations 
applicable to the furnished items. 
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