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HomeMy WebLinkAboutA004 - Resolution awarding contract to Sargent & Lundy LLC, of Chicago, IL, for Engineering Services for Reciprocating Internal Combustion Engine (RICE) Electric Generation FacilityITEM #:4 DATE:10-21-25 DEPT:ELEC SUBJECT:ENGINEERING SERVICES FOR RECIPROCATING INTERNAL COMBUSTION ENGINE (RICE) ELECTRIC GENERATION FACILITY COUNCIL ACTION FORM BACKGROUND: The City's Electric Utility is in the midst of dynamic changes. The primary fuels used in the City's Power Plant ten years ago (coal and refuse derived fuel) are different from those used today (natural gas and refuse derived fuel), and those anticipated to be used in 2027 (natural gas alone). Increasing demand for electric vehicles and other devices has changed how metering infrastructure and rates are used to manage growth in load. Extreme weather events (e.g., the 2020 derecho) and infrastructure investments by neighboring utilities have presented the need and opportunity for additional electric transmission capabilities. Finally, the City's Climate Action Plan has called for significant changes in how energy is produced to serve Ames customers' needs. In light of these dynamics and considering the infrastructure currently in place to meet the Utility's needs, staff presented a “first-look” of its long-range plan to Council on December 17, 2024. At this meeting, staff presented the results of studies that were performed by Electric staff and engineering consultants, in the areas of Unit Health Assessment, Generation Alternatives, and Generation Optimization. These studies helped determine the expected remaining life of Unit 7 and Unit 8 as well as determine the best technology to replace Unit 7, provide additional capacity for today's load growth, and eventually replace Unit 8. On May 1, 2025, staff issued a Request for Proposals (RFP) to hire an engineering firm to serve as the Utility’s consultant to design a generation plant to meet the short and long-term capacity obligations while also considering operational costs and characteristics. A discussion of the evaluation process and the proposals received was presented at the July 22, 2025 City Council meeting. After evaluating the proposals, staff determined that the proposal from Sargent & Lundy LLC, Chicago, Illinois is most acceptable. The experience and qualifications of the personnel, along with the significant number of similar projects completed by the firm, best fit the needs of the City. Sargent & Lundy has considerable experience with RICE engines, which sets it apart from other engineering firms for this project. The firm emphasized a thorough approach to the project, including internal checks and balances to ensure that the individual project components align with the overall project objectives. The description of this approach was particularly impressive to the evaluation team. Because of the more thorough approach to the design work, Sargent & Lundy assumed a greater number of staff hours would be involved in completing the scope. Based on the submitted rates and hours, the estimated cost for the Sargent & Lundy contract is 1 $6,885,000. It is important to note that the actual amount of the contract awarded to Sargent & Lundy will be billed on a time and materials basis with a cost-not-to-exceed $6,885,000. It is important to note that invoices will only be paid according to the rates provided, for actual time spent. The majority of this contract will be expended in FY 2025/26 as design and engineering is performed. There is currently a balance of $3,050,000 available in the current fiscal year for this project, consisting of $2,000,000 from the adopted FY 2025/26 budget and $1,050,000 in project savings in FY 2024/25, which will be carried over into FY 2025/26. In addition, the adopted 2025-2030 CIP reflects $7,000,000 in FY 2026/27. This amount is earmarked for building/infrastructure, and staff will draft the 2026-2031 CIP to reflect the portion of this funding that is used for engineering. It is intended to cover these costs from the available balance in the Electric Fund (currently >$50,000,000), and reimburse the Fund when bonds are issued for the entire generation project in FY 2026/27. At the July 22, 2025 meeting, City Council directed staff to pursue negotiations with Sargent & Lundy LLC, Chicago, Illinois to develop an Engineering Services contract. Electric Services staff and the staff from Sargent & Lundy have come to an agreement in principle. The agreement must be approved by Sargent & Lundy's board, which meets on the morning of the City Council meeting (October 21). The version that will be presented to Sargent & Lundy's board is attached. However, if City staff receives notification that the board has rejected or amended the agreement, then staff may request that Council delay approval until the outstanding issues can be resolved. ALTERNATIVES: 1. Award a contract to Sargent & Lundy LLC, Chicago, Illinois, for Engineering Services for Reciprocating Internal Combustion Engine (RICE) Electric Generation Facility, in the amount not-to-exceed $6,885,000. 2. Direct staff to make modifications to the proposed contract. 3. Do not award a contract at this time. CITY MANAGER'S RECOMMENDED ACTION: The last time Electric Services expanded its baseload generation capacity was in the 1980s. Customer demands have grown, and generation infrastructure has aged since then. Staff has extensively studied the needs, the life assessment of the existing generation, the power production technologies available, and the financial requirements to afford the additions. It is time to add new generation resources to meet utility requirements. Obtaining Engineering services from a consultant with extensive RICE plant experience and capability is crucial for the Electric Services Department to ensure success in building a generation plant that meets the short- and long-term capacity obligations currently facing the utility. Therefore, it is t he recommendation of the City Manager that the City Council adopt Alternative No.1 as stated above. 2 ATTACHMENT(S): E500-2020 10.17.25 COA & S&L Clean Final.docx E500-2020-Exhibits 10.17.25 COA & S&L Clean Final.docx 3 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared by 4 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 5 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Guidelines Page 1 of 1 6 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 1 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TABLE OF CONTENTS Page Article 1— Services Of Engineer ................................................................................................................... 1 1.01 Scope ........................................................................................................................................... 1 Article 2— Owner’s Responsibilities ............................................................................................................. 1 2.01 Project Information ..................................................................................................................... 1 2.02 Owner’s Instructions Regarding Bidding and Front-End Construction Contract Documents Error! Bookmark not defined. 2.03 Owner-Furnished Services ............................................................ Error! Bookmark not defined. 2.04 Owner’s General Responsibilities ................................................................................................ 2 2.05 Payment ....................................................................................................................................... 3 Article 3— Schedule For Rendering Services ................................................................................................ 4 3.01 Commencement .......................................................................................................................... 4 3.02 Time for Completion .................................................................................................................... 4 Article 4— Invoices And Payments ............................................................................................................... 4 4.01 Invoices ........................................................................................................................................ 4 4.02 Payments ..................................................................................................................................... 4 Article 5— Opinions Of Cost .......................................................................... Error! Bookmark not defined. 5.01 Opinions of Probable Construction Cost ...................................... Error! Bookmark not defined. 5.02 Opinions of Total Project Costs .................................................... Error! Bookmark not defined. Article 6— General Considerations ............................................................................................................... 5 6.01 Standards of Performance ........................................................................................................... 5 6.02 Ownership and Use of Documents .............................................................................................. 7 6.03 Electronic Transmittals ................................................................................................................ 9 6.04 Insurance ..................................................................................................................................... 9 6.05 Suspension and Termination ..................................................................................................... 10 6.06 Successors, Assigns, and Beneficiaries ...................................................................................... 12 6.07 Dispute Resolution .................................................................................................................... 12 6.08 Controlling Law; Venue ............................................................................................................. 12 6.09 Environmental Condition of Site ............................................................................................... 13 6.10 Indemnification and Mutual Waiver ......................................................................................... 14 6.11 Records Retention ..................................................................................................................... 15 6.12 Miscellaneous Provisions........................................................................................................... 15 Article 7— Definitions ................................................................................................................................. 16 7.01 Defined Terms ........................................................................................................................... 16 Article 8— Exhibits And Special Provisions ................................................................................................. 20 8.01 Exhibits to Agreement ............................................................................................................... 20 8.02 Total Agreement ........................................................................................................................ 20 8.03 Designated Representatives ...................................................................................................... 20 8.04 Engineer's Certifications ............................................................................................................ 20 8.05 Conflict of Interest ..................................................................................................................... 21 7 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 22 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES This is an Agreement between City of Ames, Iowa (Owner) and Sargent & Lundy, L.C.C. (Engineer). Owner’s Project, of which Engineer’s services under this Agreement are a part, is generally identified as Engineering Services for a Reciprocating Internal Combustion Engine (RICE) Power Generation Facility (Project). Other terms used in this Agreement are defined in Article 7. Engineer’s services under this Agreement are generally identified as Schematic Design, Design Development, Specifications, Construction Drawings, and Bidding phases. Owner and Engineer further agree as follows: ARTICLE 1—SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. B. All phases of service will include Management of Engineering Services as shown in Exhibit A. ARTICLE 2—OWNER’S RESPONSIBILITIES 2.01 Project Information A. To the extent Owner has not already provided the following, or has new, additional, or revised information from that previously provided, Owner shall provide Engineer, and the Engineer shall assist the Owner in determining the information and data needed by Engineer in the performance of Basic and Additional Services, including Owner’s: 1. design objectives and constraints; 2. space, capacity, and performance requirements; 3. flexibility and expandability needs; 4. design and construction standards; 5. budgetary limitations; and 6. any other available information pertinent to the Project including reports and data relative to previous designs, construction, or investigation at or adjacent to the Site. B. Following Engineer’s assessment of initially-available Project information and data and upon Engineer’s request, Owner shall obtain, furnish, or otherwise make available (if necessary through retention of specialists or consultants) such additional Project-related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services; or, with consent of Engineer, Owner may authorize the Engineer to obtain or provide all or part of such additional information as Additional Services. Such additional information or data may include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Surveys, topographic mapping, and utility documentation. 4. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 8 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 22 5. Explorations and tests of subsurface conditions at or adjacent to the Site; geotechnical reports and investigations; drawings of physical conditions relating to existing surface or subsurface structures at the Site; hydrographic surveys, laboratory tests and inspections of samples, materials, and equipment; appropriate professional interpretation of such information or data. 6. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental, historical, or cultural studies relevant to the Project, the Site, and adjacent areas. 7. Data or consultations as required for the Project but not otherwise identified in this Agreement. C. Owner shall review all alternative solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer (including obtaining advice of an attorney, risk manager, insurance counselor, financial/municipal advisor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. D. Owner shall advise Engineer if any invention, design, process, product, or device that Owner has requested, required, or recommended for inclusion in the Drawings or Specifications will be subject to payment (whether by Owner or Contractor) of any license fee or royalty to others, as required by patent rights or copyrights. E. NOT USED F. Owner shall inform Engineer as to whether Engineer’s assistance is requested in identifying opportunities for enhancing the sustainability of the Project. 2.02 Owner’s General Responsibilities A. Owner shall inform Engineer of the policies, procedures, and requirements of Owner that are applicable to Engineer's performance of services under this Agreement. B. Owner shall inform Engineer in writing of any safety or security programs required by Owner that are applicable to the personnel of Engineer, its Subconsultants, and Engineer’s Subcontractors, as they visit the Site or otherwise perform services under this Agreement. Such safety programs shall be the minimum requirements that Engineer must follow while onsite. Job safety is the sole responsibility of the individual construction contractors and/or other parties working at the Site and Engineer’s representation on site will in no way diminish or eliminate that responsibility. Should Engineer see actual or potential safety hazards during Engineer’s regular observation of the work, Engineer shall advise construction contractor’s safety administrator. Engineer’s failure to note such hazards shall not act to transfer responsibility from the construction contractors or any other party or parties which may be responsible for safety at the Site. It is understood that the Site’s safety program and first aid provisions will be developed and administered by others. Engineer shall be responsible for their own personnel. C. Prior to construction commencing, Owner shall arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform Services under this Agreement. D. Owner shall provide necessary direction and make decisions, including prompt review (within reasonable and mutually agreeable time limits and, when applicable, the regular 9 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 22 schedule of governing and regulatory approval boards and committees when approval from such is required) of Engineer’s submittals, and carry out its other responsibilities in a timely manner so as not to unreasonably delay Engineer’s performance of its Services. Should the Engineer encounter or anticipate delays that are within the Owner’s reasonable control to prevent or correct, the Engineer shall promptly notify the Owner in writing in order that such delays may be prevented or corrected. E. 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. Engineer may use and rely upon such requirements, programs, instructions, reports, data, and information in performing or furnishing Services under this Agreement. F. Owner shall, in its capacity as a client, not a Design Professional or one that has technical expertise, as this is the Engineer’s responsibility give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of: 1. any development that affects the scope or time of performance of Engineer’s services; 2. the presence at the Site of any Constituent of Concern; or 3. any relevant nonconformance in Engineer’s services or Owner’s performance of its responsibilities under this Agreement. G. If Owner designates a construction manager, site representative, or any individual or entity to represent Owner at the Site, Owner shall notify Engineer in writing of their duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. H. Owner shall: 1. Primarily communicate with Engineer’s Subcontractors and Subconsultants through the Engineer. a. Promptly inform Engineer of the substance of any communications between Owner and Engineer’s Subcontractors or Subconsultants. b. Refrain from directing the services of Engineer’s Subcontractors or Subconsultants. 2. The Owner may authorize Engineer in writing to provide Additional Services as set forth in Article 2 of Exhibit A of the Agreement, as required. Additional Services shall not be provided prior to receipt of written approval from Owner. Should Additional Services be provided prior to receipt of approval, the Engineer is proceeding at its own risk and Owner is not obligated to compensate the Engineer for the Additional Services, even if the work is partially or fully performed. a. NA 2.03 Payment A. Owner shall pay Engineer as set forth in Article 4 and Exhibit J. 10 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 22 B. Engineer’s compensation is outlined in Exhibit J, and is based on a 16 month engineering services period. 1. Compensation items and totals based in whole or in part on Hourly Rates, and/or Direct Labor, shall not exceed $6,885,000. 2. Labor rate amounts incorporate Engineer’s labor, overhead, profit, and Engineer’s Subcontractor and Subconsultants’ charges. ARTICLE 3—SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date. 3.02 Time for Completion A. Engineer shall complete its obligations within a reasonable time. Specific periods of time for rendering services, or specific dates by which services are to be completed, are provided in Exhibit B, as may be updated by mutual written agreement. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer’s services is impaired, or Engineer’s services are delayed or suspended, then the time for completion of Engineer’s services and the amount of Engineer’s compensation, will be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Project or Engineer’s services, then the time for completion of Engineer’s services, and the rates and amounts of Engineer’s compensation, will be adjusted equitably. Any changes to compensation must be approved in writing and in advance, based on the Engineer's detailed written description of the required additional services due to scope changes. Changes to the contract amount may require the approval of the City Council. D. If Engineer fails, for reasons within control of Engineer, to complete the performance required in this Agreement within the time set forth, as duly adjusted, then Owner shall be entitled, to terminate this contract. ARTICLE 4—INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit J. Invoices will include a breakdown of services provided. Engineer shall submit its invoices to the Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B. Disputed Invoices: If Owner disputes an invoice, either as to amount or entitlement, then Owner shall promptly advise Engineer in writing of the specific basis for doing so; may withhold only that portion so disputed; and must pay the undisputed portion, subject to the 11 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 22 terms of Paragraph 4.01. After a disputed item has been resolved, Engineer shall include the agreed-upon amount on a new invoice. C. Failure to Pay: If Owner fails to make any undisputed payment due Engineer within 30 days after receipt of Engineer’s invoice, then: 1. Engineer may, after giving 30 days’ written notice to Owner, suspend or terminate the services under this Agreement, either part or in whole, until Owner has paid in full amounts due. Owner waives any and all claims against Engineer for any such suspension or termination. and agrees to indemnify, defend and hold Engineer harmless from and against any claims arising from such suspension or termination.- 2. A finance charge shall be assessed on the unpaid balance for each day of a month that any undisputed amount remains unpaid beyond sixty (60) calendar days, using the prime rate for the last day of the prior month as reported in the Wall Street Journal, plus 5%. For example, if the published rate is 7%, the daily interest rate used for the following month will be (7%+5%)/360 = 0.0333%. D. Sales or Use Taxes: If after the Effective Date any governmental entity takes an action that imposes additional sales or use taxes on Engineer’s services or compensation under this Agreement, then Engineer may invoice such additional sales or use taxes for reimbursement by Owner. Owner shall reimburse Engineer for the cost of such invoiced additional sales or use taxes; such reimbursement will be in addition to the compensation to which Engineer is entitled under the terms of Exhibit J. ARTICLE 5—NOT USED A. NOT USED ARTICLE 6—GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with any services performed or furnished by Engineer. B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer’s services. Engineer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Owner-furnished information. C. Engineer’s Subcontractors and Subconsultants: Engineer may retain such Engineer’s Subcontractors and Subconsultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer may use or rely upon design elements and information ordinarily or customarily furnished by 12 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 22 others, including, but not limited to delegated design professionals retained by Constructor, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. For the avoidance of doubt, Engineer’s review and/or translation and conversion of design information and interface prepared by others shall in no way serve to transfer to Engineer responsibility or liability for the correctness and/or accuracy of the work performed by others. E. Compliance with Laws and Regulations, and Policies and Procedures 1. Engineer and Owner shall comply with applicable Laws and Regulations. 2. Engineer shall comply with the policies, procedures, and instructions of Owner to the extent that they are applicable to Engineer's performance of services under this Agreement and that Owner provides to Engineer in writing, subject to the standard of care set forth in Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional practice requirements. 3. This Agreement is based on Laws and Regulations and Owner-provided written policies and procedures as of the Effective Date (see Exhibit A: “Known Design Standards”). The following may be the basis for modifications to Owner’s responsibilities or to Engineer’s scope of services, times of performance, or compensation: a. changes to Laws and Regulations after the Effective Date but before Engineer’s completion of the Services, b. the receipt by Engineer after the Effective Date of Owner-provided written policies and procedures, and c. changes after the Effective Date to Owner-provided written policies or procedures. F. Engineer shall endeavor to prepare cost estimates, project time schedules, reports, or any other deliverable as accurately as possible based on current information and experience. It is expressly acknowledged that information and data provided by others, which may constitute the basis for these deliverables, has not been independently verified by Engineer. In addition, Owner acknowledges that the cost estimates, project schedules, reports or any other deliverable generated by Engineer are time sensitive and changes in the underlying data, applicable codes, standards, and acceptable engineering practices, as well as the passage of time, may affect the accuracy of the deliverables provided to Owner. G. Copies of Drawings and Specifications: Engineer shall prepare and furnish Drawings and Specifications under this Agreement, and shall deliver to Owner at least one complete electronic copy of such Drawings and Specifications, signed and sealed according to applicable Laws and Regulations. H. Engineer shall not be required to sign any document, no matter by whom requested, that would result in Engineer having to certify, guarantee, or warrant conditions whose existence Engineer cannot ascertain within the authorized scope of Engineer’s services. Owner agrees not to make resolution of any dispute with Engineer or payment of any amount due to Engineer in any way contingent upon Engineer signing any such document. I. Engineer shall not at any time supervise, direct, control, or have authority over any Constructor or Contractor’s work, nor will Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor or Contractor, or the safety precautions and programs incident thereto, 13 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 22 for security or safety at the Site, nor for any failure of a Constructor or Contractor to comply with Laws and Regulations applicable to that Constructor or Contractor’s furnishing and performing of its work. Engineer shall not be responsible for the acts or omissions of any Constructor or Contractor, nor shall Engineer’s presence on site in any way be interpreted as having the authority to provide instruction to the construction contractor or others at the Site, nor shall it be responsible or have the authority to stop work by any Contractor or Constructor or others at the Site for any reason. If work is noticed by Engineer to not be in compliance with drawings and specifications, then Engineer shall notify Owner. J. Engineer neither guarantees the performance of any Constructor or Contractor nor assumes responsibility for any Constructor or Contractor’s failure to furnish and perform the Work. K. Engineer shall not be responsible for any application, interpretation, clarification, or modification of the Construction Contract Documents, other than those made by Engineer. L. Engineer is not required to provide and does not have any responsibility for surety bonding or insurance-related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. M. Engineer’s services do not include providing legal advice or representation. N. O. While at the Site, Engineer, its Subconsultants, and Engineer’s Subcontractors, and their employees and representatives will comply with the applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. P. Engineer’s sole obligation and Owner’s exclusive remedy for any failure to perform its Services in accordance with the Standard of Care, whether in tort or in contract, shall be to reperform those Services, so long as such failure is reported in writing to Engineer within thirty (30) days following the discovery thereof, but in no event later than two (2) year from the completion of the Services . After said two (2) year, Engineer shall have no remaining obligation to reperform any Services or otherwise compensate Owner. Engineer makes no other warranties or guarantees express or implied. This Article governs, modifies and supersedes any other terms which address warranties or guarantees or the quality of the Services unless such terms specifically reference and supplement this Article. 6.02 Ownership and Use of Documents A. All Documents are instruments of service, and Engineer owns the Documents, including all associated copyrights and the right of reuse at the discretion of the Engineer, subject to the following provisions: 1. Upon receipt by Engineer of full payment due and owing for all services relating to preparation of the Documents and subject to the express exclusions that follow, Engineer and any Subconsultants will grant to Owner the ownership of the Documents, including all associated copyrights and the right of reuse. 2. When requested by Owner, Engineer will perform any clerical or administrative acts reasonably necessary to confirm or record the transfer of Engineer’s interests in the Documents to the Owner, and Owner will reimburse the Engineer for its costs to comply with the transfer request. 14 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 22 3. Engineer shall have and retain the ownership, title, and property rights, including copyright, patent, intellectual property, and common law rights, in any design elements (including but not limited to standard details, drawings, plans, specifications, methodologies, know-how, and engineering computations) used in the Documents, but developed by Engineer or its Subconsultants previous to or independent of this Agreement (“Previously/Independently Created Works”). Engineer shall provide appropriate verification of such previous or independent development upon Owner’s request. 4. Upon receipt by Engineer of full payment due and owing for all services relating to preparation of the Documents, Engineer will issue to Owner a royalty-free, nonexclusive and irrevocable license to use such Previously/Independently Created Works on the Project or on any extension of the Project. 5. Owner acknowledges that the Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer. 6. Any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner’s sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants. 7. Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer. 8. Such limited license to Owner shall not create any rights in third parties. 9. Nothing herein limits the Engineer’s right of use or reuse of Previously/Independently Created Works or any of Engineer’s non-Document work product. B. If Engineer at Owner’s request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project in the future or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. C. Engineer shall inform Owner in writing if Engineer is aware of any invention, design, process, product, or device specified in the Drawings, Specifications, or other Documents that is subject to payment (whether by Owner or Contractor) of any license fee or royalty to others, as required by patent rights or copyrights. If Engineer’s good-faith inclusion in the Drawings, Specifications, or other Documents of new, innovative, or non-standard technologies, for the benefit of Owner and the Project, results in third-party claims of infringement or violation of intellectual property rights and such inclusion does not meet the criteria outlined in the previous sentence, then Owner and Engineer shall share equally the costs of defending against, settling, or paying such claims. 15 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 22 D. Engineer will obtain Owner’s consent, which will not be unreasonably withheld, prior to releasing any publicity, including news and press releases, promotional publications, award and prize competition submittals, and other advertising regarding the subject matter of this Agreement. Nothing herein will limit the Engineer’s right to include information in statements of qualifications and proposals to others accurately describing its participation and participation of employees in the Project. 6.03 Electronic Transmittals A. To the fullest extent practical, Owner and Engineer agree to transmit, and accept, Project- related correspondence, Documents, text, data, drawings, information, and graphics, in electronic media or digital format, either directly, or through access to a secure Project website, in accordance with Exhibit F, Electronic Documents Protocol (EDP). 1. Compliance with the EDP by Engineer shall be considered a Basic Service and no direct or separate compensation will be paid to Engineer for such compliance, unless provisions for separate compensation are expressly set forth in the EDP. B. If this Agreement does not include Exhibit F or otherwise does not establish or include protocols for transmittal of Electronic Documents by Electronic Means, then Owner and Engineer may operate without specific protocols or may jointly develop such protocols at a later date. C. Except as stated otherwise in Exhibit F (if included in this Agreement), when transmitting Electronic Documents by Electronic Means, the transmitting party makes no representations as to long term compatibility, usability, or readability of the Electronic Documents resulting from the recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the Electronic Documents, or from those established in applicable protocols. D. This Agreement (including the EDP) is not intended to create obligations for Owner or Engineer with respect to transmittals to or from third parties, except as expressly stated in the EDP. 6.04 Insurance A. Engineer shall procure and maintain insurance as set forth in Exhibit G. B. Additional Insureds: The Engineer’s commercial general liability, automobile liability, and umbrella or excess liability policies, must: 1. include as additional insureds Owner, and any individuals or entities identified as additional insureds in Exhibit G; 2. include coverage for the respective officers, directors, members, partners, and employees of all such additional insureds; 3. afford primary coverage to these additional insureds for claims covered thereby (including as applicable those arising from both ongoing and completed operations); and 4. not seek contribution from insurance maintained by the additional insured. C. Owner shall procure and maintain insurance as set forth in Exhibit G. 16 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 22 D. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer, its Subconsultants, and Engineer’s Subcontractors to be listed as additional insureds with respect to such liability insurance purchased and maintained by Contractor for the Project. Owner shall give Engineer access to any certificates of insurance and copies of endorsements and policies obtained by Owner from Contractor. E. Owner and Engineer shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates must be furnished prior to commencement of Engineer’s services and at renewals thereafter during the life of the Agreement. F. All construction contracts entered into by Owner with respect to the Project must require builder’s risk or similar property insurance, which Owner will procure and purchase or cause to be procured and purchased. G. All policies of property insurance relating to the Project, including but not limited to any builder’s risk or similar policy, shall allow for waiver of subrogation rights and contain provisions to the effect that in the event of payment of any loss or damage the insurers shall have no rights of recovery against any insured thereunder or against Engineer, its Subconsultants, or Engineer’s Subcontractors. To the extent permitted by law, Owner and Engineer waive all rights against each other, Engineer’s Subcontractors and Subconsultants, and the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils or causes of loss covered by any such builder’s risk or similar policy and any other property insurance relating to the Project. Owner shall take appropriate measures in other Project-related contracts to secure waivers of rights consistent with those set forth in this paragraph. H. All policies of insurance must contain a provision or endorsement that the coverage afforded will not be canceled, and that renewal will not be refused, until 15 days’ prior written notice has been given to the primary insured (except in the event of non payment of a premium). Upon receipt of such notice, the primary insured must promptly forward a copy of the notice to the Owner and replace the coverage being cancelled or reduced to conform to the requirements of this Agreement. I. 6.05 Suspension and Termination A. Suspension 1. By Owner: Owner may suspend Engineer’s services for up to 90 days upon 15 days’ written notice to Engineer. 2. By Engineer: Engineer may, after giving 15 days’ written notice to Owner, suspend services under this Agreement: a. if Owner has failed to pay Engineer for invoiced services and expenses, as set forth in Paragraphs 4.02.B and 4.02.C; b. in response to the presence of Constituents of Concern at the Site, as set forth in Paragraph 6.09.D; or 17 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 of 22 c. if persistent circumstances beyond the control of Engineer have prevented it from performing its obligations under this Agreement. B. Termination for Cause 1. Either party may terminate the Agreement for cause upon 30 days’ written notice in the event of substantial failure by the other party to perform in accordance with the terms of the Agreement, through no fault of the terminating party. a. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.B.1 if the party receiving such notice begins, within 15 days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30-day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein will extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In addition to its termination rights in Paragraph 6.05.B.1, Engineer may terminate this Agreement for cause upon 15 days’ written notice: a. if Owner demands that Engineer furnish or perform services contrary to Engineer’s responsibilities as a licensed professional; b. if Engineer’s services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer’s control; or c. as the result of the presence at or adjacent to the Site of undisclosed Constituents of Concern, as set forth in Paragraph 6.09.E. C. Termination for Convenience: Owner may terminate this Agreement for convenience, effective upon Engineer’s receipt of notice from Owner. D. Payments Upon Termination: In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement, plus any reimbursable expenses incurred through the effective date of termination. Upon making such payment, Owner will have the limited right to the use of Documents, at Owner’s sole risk, subject to the provisions of Paragraph 6.02.A. 1. If Owner has terminated the Agreement for cause and disputes Engineer’s entitlement to compensation for services and reimbursement of expenses, then Engineer’s entitlement to payment and Owner’s rights to the use of the Documents will be resolved in accordance with the dispute resolution provisions of this Agreement or as otherwise agreed in writing. 2. If Owner has terminated the Agreement for convenience, or if Engineer has terminated the Agreement for cause, then Engineer will be entitled, in addition to the payments identified above, to invoice Owner and receive payment of the services performed up to the effective date of termination plus any reasonable expenses directly attributable to termination. The Owner is not obligated to compensate the Engineer for services following the effective date of termination, even if the work is partially or fully performed, but may consider doing so in its sole discretion. 18 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of 22 3. 6.06 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.06.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, claims arising out of this Agreement or money that is due or may become due) in this Agreement without the written consent of the other party, except to the extent that any assignment, subletting, or transfer is mandated by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 2. Nothing in this Agreement will be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Constructor, Contractor, other third-party individual or entity, or to any surety for or employee of any of them. 3. Owner agrees that the substance of the provisions of this Paragraph 6.06.C will appear in the Construction Contract Documents. 6.07 Dispute Resolution A. Owner and Engineer shall resolve all disputes in the following manner: 1. Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice, prior to invoking mediation. 2. Owner and Engineer agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to this Agreement or the breach thereof (“Disputes”) to mediation. Owner and Engineer agree to participate in the mediation process in good faith. The process will be conducted on a confidential basis and must be completed within 120 days. Owner and Engineer shall equally share in all costs of the mediation. 3. If the parties fail to resolve a Dispute through negotiations under Paragraph 6.07.A.1 or mediation under Paragraph 6.07.A.2, then the parties may exercise their rights at law in a court of competent jurisdiction (in Story County, Iowa). 6.08 Controlling Law; Venue A. This Agreement is to be governed by the Laws and Regulations of the state of Iowa with venue in the appropriate state and/or federal courts for Story County, Iowa.. 19 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 of 22 6.09 Environmental Condition of Site A. Owner represents to Engineer that, as of the Effective Date, to the best of Owner’s knowledge, no Constituents of Concern, other than those disclosed in writing to Engineer, exist at or adjacent to the Site. B. Undisclosed Constituents of Concern: For purposes of this Paragraph 6.09, the presence at or adjacent to the Site of Constituents of Concern that were not disclosed to Engineer pursuant to Paragraph 6.09.A, in such quantities or circumstances that such Constituents of Concern may present a danger to persons or property exposed to them, will be referred to as “undisclosed” Constituents of Concern. 1. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of this Agreement or the Construction Contract, are not undisclosed Constituents of Concern. 2. Constituents of Concern that are to be located, identified, studied, removed, or remediated as part of the services under this Agreement are not undisclosed Constituents of Concern. 3. Constituents of Concern that are to be located, identified, studied, removed, or remediated as part of the services under another professional services contract for Owner, or as part of the work under a construction or remediation contract, are not undisclosed Constituents of Concern if Engineer has been informed of the general scope of such contract. C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (1) Owner and (2) appropriate authorities having jurisdiction if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Engineer’s scope of services does not include any services related to undisclosed Constituents of Concern. If Engineer or any other party encounters, uncovers, or reveals an undisclosed Constituent of Concern, or if encountered, uncovered, or revealed Constituents of Concern are present in substantially greater quantities or substantially different locations than disclosed or anticipated, or if investigative or remedial action, or other professional services, are necessary or required by applicable Laws and Regulations with respect to such Constituents of Concern, then Engineer may, at its option and without liability for direct, consequential, or any other damages, suspend performance of services on the portion of the Project adversely affected thereby until such portion of the Project is no longer so affected; and Owner shall promptly determine whether to retain a qualified expert to evaluate such condition or take any necessary corrective action. E. If the presence at the Site of undisclosed Constituents of Concern, or of Constituents of Concern in substantially greater quantities or in substantially different locations than disclosed or anticipated, adversely affects the performance of Engineer’s services under this Agreement, then: 1. if the adverse effects do not preclude Engineer from completing its Project services in general accordance with this Agreement on unaffected or marginally affected portions 20 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 of 22 of the Project, the Agreement may be amended to reflect changes necessitated by the presence of such Constituents of Concern; or 2. if the adverse effects are of such materiality to the overall performance of Engineer that it cannot complete its services without significant changes to the scope of services, time of completion, and compensation, then Engineer may terminate this Agreement for cause on 7 days’ written notice. F. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and will not be required to become an "owner," “arranger,” “operator,” “generator,” or “transporter” of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer’s activities under this Agreement. 6.10 Indemnification, Mutual Waiver, and Limitation of Liability A. Indemnification by Engineer: To the fullest extent permitted by Laws and Regulations, Engineer shall indemnify and hold harmless Owner, and Owner’s officers, directors, members, partners, and employees, from losses, damages, and judgments (including reasonable consultants’ and attorneys’ fees and expenses) arising from third-party claims or actions, relating to the Project, provided that any such third-party claim, action, loss, damages, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by any negligent act or omission of Engineer or Engineer’s officers, directors, members, partners, agents, employees, Subconsultants, or Engineer’s Subcontractors. B. Environmental Indemnification: To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Engineer, its Subconsultants, Engineer’s Subcontractors, and their officers, directors, members, partners, agents, employees, and subconsultants from all claims, costs, losses, damages, actions, and judgments (including reasonable consultants’ and attorney’s fees and expenses) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that: 1. any such claim, cost, loss, damages, action, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and 2. nothing in this paragraph obligates Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. C. No Defense Obligation: The indemnification commitments in this Agreement do not include a defense obligation by the indemnitor unless such obligation is expressly stated. D. Mutual Waiver: To the fullest extent permitted by Laws and Regulations, Owner and Engineer mutually waive against each other, and the other’s officers, directors, members, partners, agents, employees, subconsultants, and insurers, any and all claims for or entitlement to any special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to this Agreement or the Project, from any cause or causes. Such excluded damages include but are not limited to loss of profits or revenue; loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; and cost of capital. 21 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 of 22 E. Limitation of Liability: Notwithstanding any other provisions of this Agreement to the contrary, Engineer’s aggregate limitation of liability for any claims arising or allegedly arising hereunder, whether in tort or contract shall, be limited to $2,000,000 per event. Engineer’s aggregate limitation of liability under this Agreement shall not exceed $5,000,000. F. Owner agrees that in no event shall any claims be submitted to the Engineer later than the amount of time equal to Iowa’s statute of limitations after Engineer’s completion of its Services associated with an authorization under which the claim would have occurred. 6.11 Records Retention A. Engineer shall maintain on file in legible form, for a period of six years following completion or termination of its services, or such other period as required by Laws and Regulations, all Documents, records (including cost records), and design calculations related to Engineer’s services or pertinent to Engineer’s performance under this Agreement. Upon Owner’s request, Engineer shall provide a copy of any such item to Owner at cost. 6.12 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, and delivered: in person (by commercial courier or otherwise); by registered or certified mail to the addresses specified below in the signature portion of this agreement. All such notices are effective upon the date of receipt. B. Survival: Subject to applicable Laws and Regulations, all express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations will be deemed stricken, and all remaining provisions will continue to be valid and binding upon Owner and Engineer. D. No Waiver: A party’s non-enforcement of any provision will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by Laws and Regulations, all causes of action arising under this Agreement will be deemed to have accrued, and all statutory periods of limitation will commence, no later than the date of Substantial Completion; or, if Engineer’s services do not include Construction Phase services, or the Project is not completed, then no later than the date of Owner’s last payment to Engineer. F. Assignment: This Agreement may not be assigned or transferred by the Engineer without the prior written consent of the Owner. G. Independent Contractor Status: The Engineer agrees that the relationship between Engineer and the Owner is that of an independent contractor for employment tax purposes. The Engineer shall be solely responsible for all taxes relating to payments under this agreement including those of employees. 22 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 of 22 ARTICLE 7—DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following definitions: 1. Additional Services—The services to be performed for or furnished to Owner by Engineer in accordance with Article 2 of Exhibit A of this Agreement. 2. Agreement—This written contract for professional services between Owner and Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. 3. Basic Services—The services to be performed for or furnished to Owner by Engineer in accordance with Article 1 of Exhibit A of this Agreement. 4. Bidding/Proposal Documents—Documents related to the selection of the Contractor, including advertisements or invitations to bid; requests for proposals; instructions to bidders or proposers, including any attachments such as lists of available Site-related documents; bid forms; bids; proposal forms; proposals; bidding requirements; and qualifications documents, Front-End Construction Contract Documents, Drawings and Specifications. 5. Change Order—A document which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Construction Contract Price or the Construction Contract Times, or other revision to the Construction Contract, issued on or after the effective date of the Construction Contract. Constituents of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), lead-based paint (as defined by the HUD/EPA standard), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to Laws and Regulations regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 6. Construction Contract—The entire and integrated written contract between Owner and Contractor concerning the Work. 7. Construction Contract Documents—Those items designated as “Contract Documents” in the Construction Contract, and which together comprise the Construction Contract. 8. Construction Cost—The cost to Owner of the construction of those portions of the entire Project designed or specified by or for Engineer under this Agreement, including construction labor, services, materials, equipment, insurance, and bonding costs, and allowances for contingencies. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights-of-way, or compensation for damages to property; Owner’s costs for legal, accounting, insurance counseling, or auditing services; interest or financing charges incurred in connection with the Project; or the cost of other services to be provided by others to Owner. Construction Cost is one of the items comprising Total Project Costs. 23 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 of 22 9. Construction Manager–-An individual or entity retained by the Owner to provide construction management services for the benefit of the Owner as outlined within the Agreement between the Owner and Construction Manager. 10. Constructor—Any person or entity (not including the Engineer, its employees, agents, representatives, or Subconsultants, or Engineer’s Subcontractors), performing or supporting construction activities relating to the Project, including but not limited to Contractors, Subcontractors, Suppliers, Owner’s work forces, utility companies, other contractors, construction managers, design-builders, testing firms, shippers, and truckers, and the employees, agents, and representatives of any or all of them. 11. Contractor(s)—The entities or individuals with which Owner enters into a Construction Contract. 12. Documents—All documents expressly identified as deliverables in this Agreement, whether in printed or Electronic Document form, required by this Agreement to be provided or furnished by Engineer to Owner. Such specifically required deliverables may include, by way of example, Drawings, Specifications, data, reports, building information models, and civil integrated management models. 13. Drawings—That part of the Construction Contract Documents that graphically shows the scope, extent, and character of the Work to be performed by Contractor. 14. Effective Date—The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. 15. Electronic Document—Any Project-related correspondence, attachments to correspondence, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals, that are in an electronic or digital format. 16. Electronic Means—Electronic mail (e-mail), upload/download from a secure Project website, or other communications methods that allow: (a) the transmission or communication of Electronic Documents; (b) the documentation of transmissions, including sending and receipt; (c) printing of the transmitted Electronic Document by the recipient; (d) the storage and archiving of the Electronic Document by sender and recipient; and (e) the use by recipient of the Electronic Document for purposes permitted by this Agreement. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents. 17. Engineer—The individual or entity named as such in this Agreement. 18. Engineer’s Subcontractor—An individual, firm, vendor, or other entity having a contract with Engineer to furnish general services, equipment, or materials with respect to the Project as an independent contractor. 19. Field Order—A written order issued by Engineer which requires minor changes in the Work but does not change the Construction Contract Price or the Construction Contract Times. 20. Front-End Construction Contract Documents—Those Construction Contract Documents whose primary purpose is to establish legal and contractual terms and conditions, 24 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 of 22 typically including the Owner-Contractor agreement, bonds, general conditions, and supplementary conditions. The term excludes the Drawings and Specifications, and any Construction Contract Documents delivered or issued after the effective date of the Construction Contract. Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 21. Owner—The individual or entity named as such in this Agreement and for which Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 22. Project—The total undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the services to be performed or furnished by Engineer under this Agreement are a part. 23. Record Drawings—Drawings depicting the completed Project, or a specific portion of the completed Project, prepared by Engineer, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 24. Resident Project Representative—The authorized representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative (RPR) includes any assistants or field staff of the RPR. 25. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged. 26. Services – all work to be performed by Engineer, including the Basic Services and the Additional Services. 27. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Construction Contract Documents. 28. Site—Lands or areas to be indicated in the Construction Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements, and such other lands furnished by Owner which are designated for the use of Contractor. 29. Specifications—The part of the Construction Contract Documents that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 30. Subconsultant—An individual, design firm, consultant, or other entity having a contract with Engineer to furnish professional services with respect to the Project as an independent contractor. 25 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 of 22 31. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work. 32. Submittal—A written or graphic document, prepared by or for Contractor, which the Construction Contract Documents require Contractor to submit to Engineer, or that is indicated as a Submittal in the Schedule of Submittals accepted by Engineer. Submittals may include Shop Drawings and Samples; schedules; product data; Owner-delegated designs; sustainable design information; information on special procedures; testing plans; results of tests and evaluations, source quality-control testing and inspections, and field or Site quality-control testing and inspections; warranties and certifications; Suppliers’ instructions and reports; records of delivery of spare parts and tools; operations and maintenance data; Project photographic documentation; record documents; and other such documents required by the Construction Contract Documents. Submittals, whether or not approved or accepted by Engineer, are not Construction Contract Documents. Change Proposals, Change Orders, Claims, notices, Applications for Payment, and requests for interpretation or clarification are not Submittals. 33. Substantial Completion—The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Construction Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof. 34. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor. 35. Total Project Costs—The total cost of planning, studying, designing, constructing, testing, commissioning, and start-up of the Project, including Construction Cost and all other Project labor, services, materials, equipment, insurance, and bonding costs, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project-related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights-of-way, compensation for damages to properties and private utilities (including relocation if not part of Construction Cost), Owner’s costs for legal, accounting, insurance counseling, and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner. 36. Underground Facilities—All active or not-in-service underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the Site, including but not limited to those facilities or systems that produce, transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. An abandoned facility or system is not an Underground Facility. 37. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Construction Contract Documents. Work includes 26 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 of 22 and is the result of performing or providing all labor, services, and documentation necessary to produce such construction; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start-up, and commissioning, all as required by the Construction Contract Documents. B. Terminology 1. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight. ARTICLE 8—EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits to Agreement The following exhibits are incorporated by reference and included as part of this Agreement: A. Exhibit A, Engineer’s Services. B. Exhibit B, Deliverables Schedule. C. Exhibit C, Amendment to Owner-Engineer Agreement (form) D. Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative – Not Used. E. Exhibit E, EJCDC® C-626, Notice of Acceptability of Work (form). F. Exhibit F, Electronic Documents Protocol (EDP). G. Exhibit G, Insurance. H. Exhibit H, Dispute Resolution. – Not Used I. Exhibit I, Limitations of Liability. – Not Used J. Exhibit J, Payments to Engineer for Services and Reimbursable Expenses. 8.02 Total Agreement A. This Agreement (which includes the exhibits listed above) constitutes the entire contractual agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a written instrument duly executed by both parties. Amendments should be based whenever possible on the format of Exhibit C to this Agreement. 8.03 Designated Representatives A. With the execution of this Agreement, Engineer and Owner shall each designate a specific individual to act as representative under this Agreement. Such an individual must have authority to transmit instructions, receive information, and render decisions with respect to this Agreement on behalf of the party that the individual represents. 8.04 Engineer's Certifications A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: 27 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 21 of 22 1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. 8.05 Conflict of Interest A. Nothing in this Agreement will be construed to create or impose any duty on the part of Engineer that would be in conflict with Engineer’s paramount obligations to the public health, safety, and welfare under the professional practice requirements governing Engineer, its Subconsultants, and all licensed professionals employed by Engineer or its Subconsultants. B. If during the term of this Agreement a potential or actual conflict of interest arises or is identified: 1. Engineer and Owner together will make reasonable, good faith efforts to avoid or eliminate the conflict of interest; to mitigate any adverse consequences of the conflict of interest; and, if necessary and feasible, to modify this Agreement to address the conflict of interest and its consequences, such that progress under the Agreement may continue. 2. Such efforts will be governed by applicable Laws and Regulations and by any pertinent Owner’s policies, procedures, and requirements (including any conflict of interest resolution methodologies) provided to Engineer under Paragraph 2.04.A of this Agreement. 8.06 Order of Enforcement A. When conflict occurs between Agreement and Exhibits, the Agreement takes precedence. 28 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 22 of 22 This Agreement’s Effective Date is October 21, 2025. Owner: Engineer: City of Ames, Iowa Sargent & Lundy, LLC (name of organization) (name of organization) By: By: (individual’s signature) (individual’s signature) Date: Date: (date signed) (date signed) Name: John A. Haila Name: Kevin Lauzze (typed or printed) (typed or printed) Title: Mayor Title: Senior Vice President (typed or printed) (typed or printed) Attach evidence of authority to sign. Attach evidence of authority to sign. Attest: Attest: (individual’s signature) (individual’s signature) Title: Renee Hall, City Clerk Title: (typed or printed) (typed or printed) Address for giving notices: Address for giving notices: Attn: Electric Services Director Attn: Kevin Lauzze, Sargent & Lundy 515 Clark Avenue 55 East Monroe St. Ames, IA 50010 Chicago, IL 60603 Designated Representative: Designated Representative: Name: Donald Kom Name: Adam Redd (typed or printed) (typed or printed) Title: Director of Electric Services Title: Project Director (typed or printed) (typed or printed) Address: Address: City of Ames – Electric Services Sargent & Lundy 502 Carroll Avenue 55 East Monroe St. Ames, IA 50010 Chicago, IL 60603 Phone: 515-239-5170 Phone: 312-269-2641 Email: donald.kom@cityofames.org Email: Adam.J.Redd@sargentlundy.com 29 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 24 EXHIBITS TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared By 30 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 24 EXHIBITS TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES EXHIBIT A TABLE OF CONTENTS EXHIBIT A—ENGINEER’S SERVICES Exhibit A Table of Contents Article 1— BASIC SERVICES ................................................................................................................... 4 1.01 Management of Engineering Services .................................................................................. 4 1.02 RICE OEM PROCUREMENT .................................................................................................... 6 1.03 SPECIFICATIONS FOR ENGINES ............................................................................................. 6 1.04 PROCUREMENT OF ENGINES ................................................................................................ 7 1.05 RICE OEM POST-AWARD SUPPORT ....................................................................................... 8 1.06 PROCUREMENT OF TRANSFORMERS .................................................................................... 8 1.07 SPECIFICATIONS FOR TRANSFORMERS ................................................................................. 9 1.08 BIDDING TRANSFORMERS ..................................................................................................... 9 1.09 UNDERGROUND INFRASTRUCTURE .................................................................................... 10 1.10 SPECIFICATIONS FOR UNDERGROUND INFRASTRUCTURE ................................................. 10 1.11 BIDDING UNDERGROUND INFRASTRUCTURE ..................................................................... 11 1.12 ABOVEGROUND INFRASTRUCTURE .................................................................................... 12 1.13 SPECIFICATIONS FOR ABOVEGROUND INFRASTUCTURE .................................................... 13 1.14 ENVIRONMENTAL PERMITTING .......................................................................................... 13 Article 2— Additional Services Not Requiring Owner’s Written Authorization ................................. 20 2.02 Additional Services Requiring Owner’s Written Authorization ............ Error! Bookmark not defined. 31 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 24 Article 1 of the Agreement, Services of Engineer, is supplemented to include the following provisions: Baseline Information: Owner has furnished the following Project information to Engineer as of the Effective Date. Engineer’s scope of services has been developed based on this information. As the Project moves forward, some of the information may change or be refined, and additional information will become known, resulting in the possible need to change, refine, or supplement the scope of services. Project Title: Reciprocating Internal Combustion Engine (RICE) Power Generation Facility Type and Size of Facility: 50-75 MW RICE Electric Generation Facility Description of Improvements: : Engineering Services to install multiple dual fuel (Natural Gas andFF Dual Fuel (Natural Gas and Fuel Oil) reciprocating engines for a total of 50-75 megawatts (MW) along with all supporting ancillary buildings and equipment. Expected Construction Start: September 24, 2026 (or as determined during the Introduction Phase) Prior Studies, Reports, Plans: Geotechnical Report- performed by Terracon in 2025, Technology Assessment Report performed by HDR in 2024 Facility Location(s): 200 E 5th Street, Ames, Iowa Current Project Budget: $84 Million This includes the purchase and installation of the RICE Generation Units and supporting equipment, the construction of buildings (enclosing engines and ancillary equipment, control room, breakroom, restroom facilities, offices, maintenance activities and storage), the purchase and installation of transformers, sitework, design/engineering, permitting, construction inspection, and project contingency. The budget excludes land acquisition, construction of a substation and substation connection. Funding Sources: Revenue-abated General Obligation Bonds Known Design Standards: 2015 International Building Code (IBC) (with local amendments) 2015 International Fire Code (IFC) (with local amendments) 2021 Uniform Plumbing Code (UPC) 2021 International Mechanical Code (IMC) 2012 International Energy Conservation Code (IECC) 2020 National Electrical Code (NEC) Iowa Code on Manufactured and Modular Structures Accessibility: ICC A117.1-2009 Current National Fire Protection Association (NFPA) Standards as referenced by the International Fire Code Iowa Code Chapter 455B Iowa Administrative Code 199, Chapter 24 Iowa Statewide Urban Design and Specifications (SUDAS), including local amendments thereto Ames Municipal Code, Chapter 9 (Flood Plain Zoning Regulations) Ames Municipal Code, Chapter 29 (Zoning Ordinance) Known Project Limitations: 8–10-acre site located near downtown. The site is zoned government/airport (GA), however the noise levels caused by the Project generation facility under full operation, including start up, and 32 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 24 monitored at the nearest residential neighboring property shall not to exceed 55 dBA and 70 dBC. For the avoidance of doubt, in no case shall Engineer be responsible for ensuring this noise level requirement is met. Project Assumptions: Utilities (electricity, water, gas, sanitary sewer, storm sewer) are available at the property line of the nearest road. Required utilities are of adequate size. It is assumed utility profiles are adequate for gravity lines (storm drainage and sanitary sewer). No site utilities will be designed outside the subject property. Engineer will initiate request to Iowa One Call and specific utilities servicing the site and review utility information provided. Hydrant flow tests necessary for fire suppression/permitting will be provided by others. If test data is not available, hydrant flow testing may need to be completed and will require additional effort and modification to the scope/fee. A three- phase, 480V electric service will be provided, with a 120/208V panelboard for lights, receptacles, and small loads. The service size will be adequate for the facility. Engineer shall provide Basic and Additional Services as set forth below. ARTICLE 1—BASIC SERVICES 1.01 Management of Engineering Services A. Sargent & Lundy (S&L, who is the “Engineer” referred to in the Agreement and they are one and the same) shall provide the services set out in the City of Ames, Iowa, Scope of Work, Professional Services for engineering services for Request for Proposal (RFP) #2025-164 Engineering Services for Reciprocating Internal Combustion Engine (RICE) Power Generation Facility for City of Ames attached hereto as Exhibit C. During the introduction phase, S&L will work with the City of Ames (City, also referred to as “Owner” in the Agreement) to develop the conceptual design of the project. As requested in the Request for Proposal, S&L will perform the following tasks to determine the conceptual site layout for the entire project and provide guidance for determining the best overall project structure, procurement plan, and construction process. B. Kick-off Meeting: After award, S&L will conduct a virtual kick-off meeting with the City. The goal of the kick-off meeting is to introduce the project team members, review the project scope of work and schedule, establish document control procedures, and establish meeting and design review frequency. C. Site Visit: Shortly after the kickoff meeting, S&L will perform a in person walkdown at the proposed site and neighboring Steam Electric Plant. The goal of the walkdown is to collect design information. This includes gathering information about tie-in points, existing systems, etc. S&L will submit a data request prior to the meeting and will begin to collect additional information while at the site. 33 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 24 D. Meeting Participation: S&L will participate in virtual weekly meetings with the City during the project. The goal of the meetings will be to discuss S&L progress, gather additional input from the City, and review the in progress engineering. S&L will develop an agenda prior to each meeting and publish minutes and an updated Action Item list at the conclusion of each meeting within three (3) business days of the meeting. E. Monthly Reports: S&L will prepare and submit monthly engineering services progress reports to the City. The report will be submitted by S&L no later than the 10th day of each month. The report will include summary of services performed in the previous month, expected progress in the next month, percent completion of current tasks, and a description of major issues or concerns. The report will be able to be used by City staff to report project status to City Management and City Council. F. General Arrangement Drawings. S&L will utilize information gathered during the site walkdown, its experience from past RICE projects, and historical information from RICE OEMs to develop general arrangement drawings for the entire facility (Part 1 and 2) as defined in RFP #2025-164, attached as Exhibit C. During the introduction phase, S&L will conduct general arrangement specific meetings to be held virtually with the City to gather information about the City’s preferences for items such as desired maintenance areas, warehouse areas, administration areas, etc. S&L will assist the City in evaluating the possible use of building information modeling; civil integrated management; geotechnical baselining of subsurface conditions at the Site; innovative design, contracting, and procurement strategies; project delivery method; and other strategies, technologies, or techniques for assisting in the design, construction, and operation of the City’s facilities. S&L will assist the City in identifying opportunities for enhancing the sustainability of the Project, and pursuant to Owner’s instructions, plan for the inclusion of sustainable features in the design. In all phases of Engineer’s services, S&L shall provide draft drawings in PDF and final Drawings in PDF and AutoCAD, unless otherwise mutually agreed upon by both parties. The source documents for the draft and final Specifications in all phases of Engineer’s services will be in Microsoft Word, unless otherwise mutually agreed upon by both parties. G. Project Division of Responsibility. S&L understands that the City is prohibited from performing the project utilizing a design-build or EPC concept. S&L will work with the City to develop a full project division of responsibility to develop the best overall project approach. H. Procurement Plan. In addition to the Project Division of Responsibility, S&L will develop a procurement plan for the project to develop the best overall project approach. The procurement plan will assign a RFP number to each proposed procurement package and then clearly define the equipment, material, or service that will be provided in the package. I. Project Schedule. After the best overall project approach is approved by the City, S&L will develop a Level 3 schedule for Part 1 of the project. S&L will utilize its experience from recently executed RICE projects and current lead time information from RICE OEMs and other equipment vendors to develop the schedule. The project schedule will be updated by S&L on a regular basis, no less than the end of each project phase as identified in Exhibit A, and as required to reflect any programmatic decisions by the City. The schedule shall include, but not be limited to, an anticipated sequence of tasks, estimates of task duration; interrelationships among tasks; milestone meetings and submittals; anticipated schedule of 34 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 24 construction, including major project activities, their durations, and logical relationships; and other pertinent Project events. J. Cost Estimate Development. After the best overall project approach is determined, S&L will develop an preliminary estimate of Construction Cost for Part 1 of the project as defined in RFP #2025-164. S&L’s previously executed projects along with their extensive library of cost commodities and labor will be used to efficiently build a preliminary estimate based upon the quantities provided by the engineering team. Known site specific factors such as labor productivity, plant arrangement related factors, ambient conditions, as well as any client preferences (e.g. extent of Owner’s costs, Owner’s level of involvement during construction) that are made available to the S&L project team during the course of the project will also be included. The format, structure, and content of the estimate will be S&L’s standard and will identify the total capital direct costs and specific indirect costs. The preliminary estimate of Construction Cost will be structured into multiple accounts for a clear understanding of the costs for each of the major areas utilizing the Timberline program. The capital cost estimate will identify equipment and material quantities, equipment and material unit prices, unit and total man-hours for installation/erection/construction, crew codes, labor rates, and productivity adjustments to calculate total installed costs. S&L will use the prevailing skilled craft labor wage rates as published in the RS Means Labor Rates for the Construction Industry. The craft rates will then be incorporated into work crews appropriate for the tasks by adding allowances for small tools, construction equipment, insurance, payment bonds and site overheads to arrive at crew rates to perform a specific activity listed in the cost estimate. Depending on the market conditions, the preliminary estimate of Construction Cost may also include premium pay, per diem, or other costs required to attract labor. S&L will develop a cost estimate report summarizing the preliminary estimate of Construction Cost. The technical and commercial basis for the estimate will be provided including information about indirect costs, escalation, contingency, etc. The assumptions utilized in the development of the estimate will also be provided. The cost estimate will be updated by S&L on a regular basis, no less than the end of each project phase as identified in Exhibit A, and as required to reflect any programmatic decisions by the City. S&L shall not begin a phase of work, beyond the Introduction Phase, until receiving written consent from the Owner. This shall be true if the City approved best overall approach includes less or more phases than what is shown in Exhibit A. 1.02 RICE OEM PROCUREMENT A. S&L will work with the City during the Introduction Phase and during the early stages of Phase 1 to finalize the size of the RICE the City desires to purchase. S&L will also assist in determining operation, maintenance, and site requirements for the new RICE units. During Phase 1, S&L will assist the City in developing the Invitation to Bid (ITB) for the full RICE OEM scope. 1.03 SPECIFICATIONS FOR ENGINES A. Development of Potential Vendors List. S&L will develop a list of qualified RICE OEM capable of successfully executing this project. B. Development of Technical Specification. S&L will develop the technical specification for the procurement of the RICE and the entire scope that the RICE manufacturer shall be responsible for including but not limited to the following scope: 35 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 24 1. Reciprocating Engine & Generator Set w/all core ancillary systems (starting air, cooling water, unit fuel supply control/modulation, lube oil, etc.) 2. SCR, reagent storage, injection systems/equipment, etc. 3. Radiators & fans/motors 4. Exhaust ductwork & silencers (if required) 5. Stack & silencers (if required) 6. Intake air system 7. Structural support steel for radiators, SCR, exhaust ductwork, and intake air 8. Delivery to jobsite (include onsite assembly and delivering to foundation) C. Technical support during construction & Start Up/commissioning The specification developed by S&L will include all technical requirements, performance requirements, and general requirements (summary of work, schedule requirements, quality control requirements, etc.). The City will be responsible for all commercial requirements and for overall management of the procurement process. D. Development of RICE OEM Comparison Matrices: As part of the RFP development, S&L will create the following comparison tools to be included in the bid: 1. Bid Data Pages – The proposal data (BD) pages will be created to collect important data about the OEM’s proposal. The form will contain questions about schedule, performance, emissions, equipment characteristics, equipment sizing, etc. The BD pages will be provided to the prospective bidders in native Excel format for completion. After all bids are received, S&L will assemble all the OEM’s BD pages together so that a side-by-side comparison can be performed. 2. Bid Pricing Pages – The proposal pricing (BP) pages will be created to collect the OEM’s pricing information in a uniform format. Like the BD pages, they will be provided to the prospective OEM in native Excel format for completion. After all proposals are received, S&L will assemble all the OEM’s BP pages together so that a side-by-side comparison of price can be performed. 1.04 PROCUREMENT OF ENGINES A. Conduct the Pre-Bid Meeting. S&L will conduct a pre-bid meeting with the prospective OEMs by teleconference. The S&L PM and lead engineers will attend the meeting. After a brief safety minute, S&L will present the important aspects of the project such as: scope of work, plant general arrangement, schedule, performance requirements, emissions requirements, technical requirements, and commercial requirements. The OEMs will be given an opportunity to ask questions following the presentation. S&L will take notes during the pre- bid meeting which will be issued to the prospective bidders within three (3) business days following the meeting. B. Provide Bid Period Support: During the bid period, S&L will respond to technical inquiries from the OEMs. All inquiries will be documented in tabular format and will be periodically issued to all OEMs on predetermined dates through a City issued addendum. 36 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 24 C. Perform Technical Review of the Bids: S&L will perform a cursory review of the bids received to short list two OEMs for detailed evaluation. S&L will then perform a detailed technical review of the two OEMs on the short list. The technical review will focus on assuring that all OEM exceptions and clarifications are clearly understood and that all S&L or City questions about the bids are resolved. S&L has assumed that the commercial review will be performed by the City. All communication with the OEMs will be done through a Request for Clarification (RFC) form so that all communication is documented, and all issues are resolved. The City will be the only entity to directly communicate with potential OEMs. The RFC will become part of the final contract. S&L will assemble the side-by-side comparisons of the bid data (BD) pages and bid pricing (BP) pages. These are important documents for evaluating and comparing the OEM’s overall proposal and pricing. D. Conduct Short-list OEM Interviews, if necessary. After completion of the technical review of the bids, S&L, along with the City will conduct live in person interviews with the OEM’s project team. The OEMs project team will be expected to present the key components of their bid. After the presentation, S&L and the City will interview the OEMs to assure that all aspects of their bid are understood. E. If the City engages in negotiations with a Firm, S&L shall assist the City with respect to technical and engineering issues that arise during the negotiations. F. Prepare Letter of Recommendation for the RICE OEM Contract. Following the OEM interviews, S&L will finalize a letter of recommendation for award of the OEM contract. Form of Contract will be determined by the City. G. City Council Action Form and Meeting. S&L will assist the City in developing the City Council action form. If the City determines it is necessary, S&L shall have a staff member present in person at the council meeting to present to the City Council. 1.05 RICE OEM POST-AWARD SUPPORT A. S&L will support the City after award of the RICE OEM contract as follows: 1. Vendor Drawing Review and Cataloging. S&L will review the drawings and documents that are submitted by the RICE OEM. Upon receipt of each submittal from the RICE OEM, S&L will log it into the project database, notify interfacing entities/disciplines as required to provide input, perform a technical/commercial review, compile S&L and City comments, and return the submittal to the RICE OEM using approved submittal process as defined during project kickoff meeting between the City and S&L. The RICE OEM is required to incorporate comments provided and resubmit the documents for approval. As part of the review process, S&L will have direct communications with the RICE OEM as necessary, which ensures clarity in the comment incorporation and assists the overall project execution schedule by minimizing drawing turnaround time. S&L will include the City in all communications. S&L will also monitor the RICE OEM’s submittal schedule to ensure that drawings and documents are being submitted on schedule. S&L will perform expediting as necessary. 2. Vendor Interface Meetings. S&L will lead bi-weekly meetings between the City, RICE OEM, and S&L. S&L will develop an agenda which will be issued prior to the meeting. S&L will maintain an action item list and publish meeting notes within three (3) business days after each meeting. 37 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 24 1.06 PROCUREMENT OF TRANSFORMERS A. The scope of work stops at the high side of the generator step up (GSU) transformer. Therefore, the interconnection design into the existing transmission system and the specification for the high voltage switchgear equipment, are not included in the scope of services. B. S&L will utilize information from the Introduction Phase and experience from past projects to size the generator step up (GSU) transformers required for the project. 1.07 SPECIFICATIONS FOR TRANSFORMERS A. During Phase 2, S&L will assist the City in developing the Invitation to Bid (ITB) for the GSU transformers by performing the following activities. 1. Development of Bidders List. S&L will develop a list of potential vendors capable of successfully supplying the GSUs. 2. Development of Comparison Matrices: As part of the ITB development, S&L will create the following comparison tools to be included in the bid: a. Bid Data Pages – The bid data (BD) pages will be created to collect important data about the bidder’s bid. The form will contain questions about schedule, performance, characteristics, etc. The PD pages will be provided to the prospective bidders in native Excel format for completion. After all bids are received, S&L will assemble all the bidder’s PD pages together so that a side-by-side comparison can be performed. b. Bid Pricing Pages – The bid pricing (PP) pages will be created to collect the bidder’s pricing information in a uniform format. Like the PD pages, they will be provided to the prospective bidders in native Excel format for completion. After all bids are received, S&L will assemble all the bidder’s PP pages together so that a side-by-side comparison of price can be performed. 3. Development of Technical Specifications and Documents: The specifications developed by S&L will include all technical requirements, performance requirements, and general requirements (summary of work, schedule requirements, quality control requirements, etc.). S&L has assumed that the City will be responsible for all commercial requirements and for overall management of the procurement process. However, S&L can provide these services if requested 1.08 BIDDING TRANSFORMERS A. After the bid is issued, S&L will perform the following: 1. Provide Bid Period Support: During the bid period, S&L will respond to technical and commercial inquiries from the bidders. All inquiries will be documented in tabular format and will be periodically issued to all bidders on predetermined dates through an addendum. 2. Perform Technical Review of the Bids: S&L will then perform a detailed technical review of the bids received. The technical review will focus on assuring that all requirements from the technical specification are met and that all S&L or the City’s questions about the bids are resolved. All communication with the bidders will be done through a 38 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 24 Request for Clarification (RFC) form so that all communication is documented, and all issues are resolved. The City will be the only entity to directly communicate with potential OEMs. The RFC will become part of the final contract. S&L will assemble the side-by-side comparisons of the bid data (BD) pages and bid pricing (BP) pages. These are important documents for evaluating and comparing the bidder’s overall response and pricing. 3. Prepare Letter of Recommendation for the Contract. S&L will finalize a letter of recommendation for award of the contract. The Form of Contract will be determined by the City. 4. Post Award Services. S&L will support the City after award of the GSU transformer contract by reviewing drawings and documents that are submitted by the successful Vendor. 1.09 UNDERGROUND INFRASTRUCTURE A. S&L will work with the City during the Introduction Phase to determine the best overall approach for the project. This will involve separate contractors for the underground infrastructure and aboveground infrastructure. B. S&L will build upon the conceptual design performed in the Introduction Phase to perform the engineering and design required to develop a bid package for a contractor to perform the underground infrastructure scope of work. S&L will utilize information from previous projects to develop the following as a minimum: 1. Civil Engineering and Design: Initial grading drawings, potable water piping, stormwater piping drawing, oily water piping drawings, sanitary piping drawings. 2. Electrical Engineering and Design: Grounding drawings, underground raceway drawings 3. Mechanical Engineering and Design: Underground P&IDs, underground piping isometrics, underground piping lists (pipeline, valve, specialty) 4. Structural Engineering and Design: Deep foundation drawings (if applicable), foundation drawings C. The bid package will be developed to a level allowing the City to receive firm pricing from contractors. Information is required from the RICE OEM and the Aboveground Infrastructure Contractor to complete detailed engineering and design and issue drawings for construction. S&L will perform detailed engineering and design as this information is received per the schedule that will be developed during the Introduction Phase. 1.10 SPECIFICATIONS FOR UNDERGROUND INFRASTRUCTURE A. S&L will assist the City in developing the Invitation to Bid (ITB) for the underground infrastructure scope by performing the following activities. 1. Development of Bidders List. S&L will develop a list of potential Contractors capable of successfully executing this project. 2. Bid Attachment Development: S&L will create the attachments required for the bid: a. Recommended approved suppliers list for goods and/or services, b. Bid level engineering and design deliverables discussed above 39 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 of 24 c. Existing drawings for existing utilities being utilized for the new plant d. Overall project schedule e. Geotechnical investigation reports f. Topographical surveys 3. Development of Comparison Matrices: As part of the bid development, S&L will create the following comparison tools to be included in the bid: a. Bid Data Pages – The bid data (BD) pages will be created to collect important data about the bidder’s response. The form will contain questions about schedule, subcontracted work, subcontractor’s credentials, relevant project experience, etc. The BD pages will be provided to the prospective bidders in native Excel format for completion. After all bids are received, S&L will assemble all the bidder’s BD pages together so that a side-by-side comparison can be performed. b. Bid Pricing Pages – The bid pricing (BP) pages will be created to collect the bidder’s pricing information in a uniform format. Like the BD pages, they will be provided to the prospective bidders in native Excel format for completion. After all bids are received, S&L will assemble all the bidder’s BP pages together so that a side-by- side comparison of price can be performed. 4. Development of Technical Specifications and Documents: The specification developed by S&L will include all technical requirements, performance requirements, and general requirements (summary of work, schedule requirements, quality control requirements, etc.). S&L has assumed that the City will be responsible for all commercial requirements and for overall management of the procurement process. 1.11 BIDDING UNDERGROUND INFRASTRUCTURE A. After the bid is issued, S&L will perform the following: 1. Conduct the Pre-Bid Meeting. S&L will conduct a pre-bid meeting with the prospective bidders. The S&L PM and lead engineers will attend the meeting in person. Additional S&L engineers will participate through a teleconference. After a brief safety minute, S&L will present the important aspects of the project such as: scope of work, plant general arrangement, schedule, technical requirements, and commercial requirements. The bidders will be given an opportunity to ask questions following the presentation followed by a tour of the project area. S&L will take notes during the pre-bid meeting which will be issued to the prospective bidders following the meeting. 2. Provide Bid Period Support: During the bid period, S&L will respond to technical and commercial inquiries from the bidders. All inquiries will be documented in tabular format and will be periodically issued to all bidders on predetermined dates through an Addendum. 3. Perform Technical Review of the Bids: S&L will perform a cursory review of the bids received to short list to three bidders for detailed evaluation. S&L will then perform a detailed technical review of the short-listed bids. The technical review will include but not limited to bid specification compliance, cost review, and evaluation of alternatives 40 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of 24 a. S&L will assemble the side-by-side comparisons of the proposal data (BD) pages and proposal pricing (BP) pages. These are important documents for evaluating and comparing the bidder’s overall proposal and pricing. 4. Prepare Letter of Recommendation for the Contract. S&L will prepare a letter of recommendation for award of the contract. The Form of Contract will be determined by the City. 5. Post Contract Award Services. S&L will support the City after award of the underground infrastructure contract as follows: a. Drawing Review and Cataloging. S&L will review the drawings and documents that are submitted by the contractor. Upon receipt of each submittal from the contractor, S&L will log it into the project database, notify interfacing entities/disciplines as required to provide input, perform a technical/commercial review, compile S&L and City comments, and return the submittal to contractor with a Status of 1, 2, 3, or 4. As part of the review process, S&L will have direct communications with the contractor as necessary, which ensures clarity in the comment incorporation and assists the overall project execution schedule by minimizing drawing turnaround time. The City will be included in all communication. S&L will also monitor the contractor’s submittal schedule to assure that drawings and documents are being submitted on schedule. S&L will perform expediting as necessary. b. Vendor Interface Meetings. S&L will lead weekly meetings between the City, contractor, and S&L. S&L will develop an agenda which will be issued prior to the meeting. S&L will maintain an action item list and publish meeting notes. 1.12 ABOVEGROUND INFRASTRUCTURE A. S&L will build upon the conceptual design performed in the Introduction Phase and engineering and design performed for the underground infrastructure to perform the engineering and design required to develop a detailed and thorough bid package for a contractor to perform the aboveground infrastructure scope of work. S&L will utilize information from previous projects, as well as new information and design concepts to develop at a minimum, the following: 1. Architecture: Building interior and exterior general arrangement drawings 2. Civil Engineering and Design: Final grading drawings, storm water controls, landscaping, 3. Electrical Engineering and Design: Relay & metering diagrams, 3-line diagrams, phasing diagrams, cable tray drawings, lighting & fixture schedules, electrical installation drawings, cable tabulation, master schematic & wiring diagrams, electrical load list, 4. I&C Engineering and Design: Instrument datasheets, instrument lists, instrument installation detail and location drawings, I/O list, control narratives, network architecture drawing 5. Mechanical Engineering and Design: Equipment location drawings, hazardous area classification drawings, aboveground P&IDs, aboveground piping isometrics, system descriptions, aboveground piping lists (pipeline, valve, specialties) 41 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 of 24 6. Structural Engineering and Design: Structural drawings for all above ground infrastructure(as required) B. The bid package will be developed to a level allowing the City to receive firm pricing from the contractors. Information is required from the RICE OEM and the Aboveground Infrastructure Contractor to complete detailed engineering and design and issue shop drawings for construction. S&L will perform detailed engineering and design as this information is received per the schedule that will be developed during the Introduction Phase. 1.13 SPECIFICATIONS FOR ABOVEGROUND INFRASTRUCTURE A. S&L’s approach to the above ground infrastructure bid development will be the same as described above for the underground infrastructure. B. S&L’s approach to the bidding the aboveground infrastructure scope of work will be the same as described above for the underground infrastructure. C. S&L’s approach to supporting the aboveground infrastructure scope of work after award will be the same as described above for the underground infrastructure. 1.14 ENVIRONMENTAL PERMITTING A. The following tasks will be completed in order to support the City with the State of Iowa permitting and registration requirements. 1. PERMIT MATRIX a. Sargent & Lundy will develop a permitting matrix that will remain a working document throughout the Project and will serve as a roadmap for securing all permits and approvals in a timely manner. S&L shall work closely with the City to identify and assist in securing all permits and approvals required to allow the Project to be constructed and begin operation. The matrix will include federal, state, and local permits that may be required by the addition of the RICE facility. The matrix will identify the following: 1) Permit Type 2) Regulatory Agency 3) Applicability 4) Permit Need By Date 5) Estimated Timelines for Agency Review 6) Technical Input Requirements 7) Responsible Parties b. S&L has included the following major permits that will be required for the project: 1) Construction Air Permit 2) SPCC Plan 3) NPDES Stormwater and Soil Erosion Sediment Control Plan & Municipal Separate Storm Sewer System (MS4) Permit Requirements 42 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 of 24 4) Iowa Utility Commission Certificate of Public Convenience, Use and Necessity (CPCUN) 5) Building Permit 2. PERMIT APPLICATION SERVICES a. Sargent and Lundy will prepare all portions of the construction air permit application as detailed below. S&L has assumed a major source Prevention of Significant Deterioration (PSD) permit. b. S&L will confer with the City regarding revisions, if any, to the application(s), and make appropriate revisions to the application(s) for the City’s resubmittal to the authority having jurisdiction. S&L will provide technical criteria, written descriptions, and design data for the City’s use in filing applications for permits from or approvals of the authorities having jurisdiction listed above, including applications for review or approval of the final design. S&L will identify and indicate in the Construction Contract Documents the permits and approvals for which Contractors will be responsible, including work permits, building permits, and other permits and approvals that will be Contractor’s responsibility; and, in addition, indicate those permits initially obtained by the City for which Contractor will be a co-permittee, together with associated requirements. c. Unless expressly indicated otherwise, S&L’s scope includes attending one meeting or conference call with each permit and approval-issuing agency to discuss the Project and receive the agency’s comments on the application. The City will be included in all communication with all issuing agencies. S&L does not guarantee issuance of any required permit or approval. d. Emission Calculations - S&L will prepare emissions calculations, relying on OEM performance data for the proposed RICE units and ancillary heating equipment. As part of the emissions analysis, S&L will help identify any air permitting issues or constraints as well as potential operating/capacity factor limits, if any. The goal of this subtask is to quantify potential annual emissions from the generating station to determine: (1) whether potential emissions from the facility exceed the applicable major source thresholds; (2} if so, which regulated air pollutants will be emitted at, or above, their respective significance level; and (3) prepare a preliminary regulatory applicability evaluation. S&L shall develop the preliminary emission calculations and regulatory applicability evaluation in order to define the permitting scope and provide meaningful input to the Agency Pre-Application Meeting. Emissions calculations will be prepared for normal operation and startup. e. Regulatory Review - As part of the air permit application process, S&L will review and evaluate the applicability of the state and federal air quality control regulation, identify other applicable air emission standards, and provide the technical information needed to support a conclusion that the proposed emission sources will be in compliance with all applicable standards. Applicable air emission standards may include New Source Performance Standards (NSPS), National Emission Standards for Hazardous Air Pollutants (NESHAPS), Maximum Available Control Technology (MACT) Standards, and any state permitting rules and limitations. 43 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 of 24 f. Air Quality Impact Modeling - S&L will perform ambient air quality impact modeling to assess the potential off-site impact of emissions from the proposed new source(s). The modeling will define the impacts of the Project to the National Ambient Air Quality Standards (NAAQS) to determine if there could be an issue with meeting air quality in the proposed project area. S&L shall utilize state-of-the-art computer modeling capabilities, including models approved by the U.S. EPA (such as AERMOD) and proprietary models developed in-house, to perform all aspects of air quality modeling. Air quality impact modeling for the project includes the following: 1) Impact modeling protocol 2) Comparison of modeled impacts for the project with the SILs 3) Cumulative modeling that compares the modeled impacts for the project and off-site emissions sources with NAAQS and PSD Increments 4) Additional impacts analysis g. Air Permit Application Preparation 1) Information developed from the previous Tasks will be assembled into a permit application for submittal to the State Agency. S&L shall prepare the PSD major source permit application, which will include all applicable application forms required by the Iowa Department of Natural Resources (IADNR) for a major source permit application. In addition, a BACT analysis will be prepared, as required by the IADNR. S&L will provide a draft copy of the application to the City for review and comment. After incorporating any comments, S&L will submit the final permit application to the City for signature and submittal to the Agency. 2) After the submittal of the major source permit application, S&L will assist the City during the Agency’s completeness review process, as well as the public notice and participation process. S&L will provide responses to Agency comments submitted during the public review/comment period. Upon issuance of a draft permit, S&L will review and prepare comments on the draft permit and advise the City as to the technical feasibility and risks associated with the proposed permit conditions. 3. SPILL PREVENTION, CONTROL AND COUNTERMEASURE PLAN a. S&L will prepare a Spill Prevention Control and Countermeasure (SPCC) Plan and/or oil containment requirements for oil-filled equipment. If oil storage exceeds applicable thresholds, S&L will develop a Spill Prevention Control and Countermeasure (SPCC) plan for the project in accordance with City of Ames requirements and EPA requirements for the duration of project construction. 4. NPDES STORMWATER AND SOIL EROSION SEDIMENT CONTROL PLAN a. S&L will develop a Notice of Intent (NOI) and Stormwater Pollution Prevention Plan (SWPPP) in conjunction with state, county, and local requirements; industry standards; and best management practices (BMPs) that are included in associated permitting documents and other applicable regulations. Existing work site 44 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 of 24 conditions and environmental features will be retained and protected with minimal disturbance to the maximum extent practical. This effort includes maintaining existing drainage features, contours, slopes, soil conditions, and vegetation patterns as far as development and local conditions permit and otherwise minimizing disturbances and damages to the work site and adjoining lands. Vegetation will be left in place wherever possible within construction areas. Proposed access roads and additional workspaces will be coordinated with the City. b. Municipal Separate Storm Sewer System (MS4) Permit Requirements - The U.S. EPA’s National Pollutant Discharge Elimination System (“NPDES”) permit program administered by the IDNR requires that cities meeting certain demographic and environmental impact criteria obtain from the IDNR an NPDES permit for the discharge of stormwater from a Municipal Separate Storm Sewer System (MS4) (MS4 Permit). The City is subject to the program and is required to obtain, and has obtained, an MS4 Permit. As a condition of the City’s MS4 Permit, the City is obliged to undertake primary responsibility for administration and enforcement of the Program by adopting a Construction Site Erosion and Sediment Control (COSESCO) ordinance. The Project is located within this regulated MS4 jurisdiction; therefore, a City of Ames COSESCO Permit will be required from the Departments of Public Works and Building Inspections. S&L will prepare the application, including all applicable application forms and attachments required by the City of Ames for a COSESCO application. Information developed from the previous Tasks will be assembled into the application as required. 5. IOWA UTILITY COMMISSION a. The Project exceeds 25 MW of generating capacity; therefore, it meets the definition of a “facility” and a certificate of public convenience, use, and necessity (CPCUN) will be required from the Iowa Utility Commission (Iowa Administrative Code [IAC] Chapter 24, Part 1 [199 – Utilities] and IAC Chapter 476A). According to Iowa regulations, a facility means “any electric power generating plant or combination of plants at a single site, owned by any person, with a maximum generator nameplate capacity of 25 MW of electricity or more and those associated transmission lines connecting the generating plant to either a power transmission system or an interconnected primary transmission system or both. This term includes any generation addition that increases the total maximum generator nameplate capacity at one site to 25 MW or more but does not include those transmission lines beyond the generation station’s substation”. b. CPCUN Application - Per IAC 199—24 (476A), each person or group of persons proposing to construct a facility after January 1, 1977, or a significant alteration to a facility shall file an application for certificate of public convenience, use, and necessity with the board, unless otherwise provided by these rules. An application shall substantially comply with the informational requirements detailed within the regulation. Information developed from the previous Tasks will be assembled into a CPCUN application for submittal to the State Agency. S&L shall prepare the CPCUN application which shall . include all applicable application forms and attachments required by the IUC for a CPCUN application. S&L will provide a draft copy of the application to the City for review and comment. After incorporating any 45 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 of 24 comments, S&L will submit the final CPCUN application to the City for signature and submittal to the Agency. After the submittal of the CPCUN application, S&L shall assist the City during the Agency’s completeness review and proceedings. S&L will attend the prehearing conference and public hearing; assist with the preparation of required materials; and provide responses to Agency comments submitted during the public review/comment period. Upon issuance of the Agency’s decision, S&L will review and prepare comments on the certificate and advise the City as to the technical feasibility and risks associated with the proposed conditions. 6. BUILDING PERMIT a. A Building Permit Application with construction plans shall be submitted to the City of Ames for the Project. S&L will prepare the building permit application, including all relevant application forms and attachments required by the City of Ames. Information developed from the previous Tasks will be assembled into the application as required. 7. MISO INTERCONNECT APPLICATION a. S&L will provide the City with the services required by Midwest Independent System Operator (MISO) to receive permission to interconnect this generation to the regional electric transmission grid. S&L will assist The City in determining a Point of Interconnection. S&L will support submitting the MISO generator interconnection application. S&L will perform the following tasks to support the application: 1) Work with the City to obtain PSS/E models for the planned RICE generator. 2) Preparation of a one-line diagram showing the Generating Facility and associated electrical equipment with appropriate rating and impedance information 3) Preparation of application technical data in the form of Attachment A to Appendix 1 of Generator Interconnection Procedure (GIP) 4) Preparation of PSSE modeling data, including the MVAR calculations for gross and net MW Values 5) Verification of FERC Order 827 power factor requirements 6) Attending meetings with MISO/TO as requested 8. PERMITTING CLARIFICATIONS a. Fees associated with submittal of permit applications are to be paid by the City. b. Environmental field surveys (i.e. wetlands, species and/or cultural surveys) are not included. c. Meteorological and terrain input data for AERMOD shall be readily available for the project site. 46 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 of 24 d. During the development of the permit matrix, S&L may identify additional permits, not specifically listed in this proposal, that may be necessary, especially at the local level. These permits have not been included in the scope of services. e. Because of the undefined nature of the post-submittal agency support, S&L has included an allotment on a time and material basis of 100 hours. This assumes the Agency will have a moderate number of comments and questions regarding the permit application and that responses to all questions/comments can be developed based on information developed for the permit application. 1.15 SERVICES ALSO INCLUDED A. RICE OEM Scope of Supply. The RICE OEM scope of supply shall include: 1. Reciprocating Engine & Generator Set w/all core ancillary systems (starting air, cooling water, unit fuel supply control/modulation, lube oil, etc.), 2. SCR, reagent storage, injection systems/equipment, etc., 3. Radiators & fans/motors, 4. Exhaust ductwork & silencers, 5. Stack & silencers, 6. Intake air system, 7. Structural support steel for radiators, SCR, exhaust ductwork, and intake air, 8. Lube oil storage/urea storage tanks and transfer pumps 9. Compressor system (starting/instrument air compressors, dryers, and receivers) 10. MV and LV switchgear, station service transformer, and DC electrical systems, 11. Emergency diesel generator 12. Electrical studies including electrical system model, load flow analysis, short circuit analysis, motor starting analysis, relay and breaker settings, 13. Delivery to jobsite, 14. Technical support during construction & SU/commissioning. B. Schedule. S&L will work with the City after award to develop an overall project schedule. S&L currently assumes a 16-month engineering schedule. C. P&IDs. S&L shall develop P&IDs for the following balance of plant and RICE interconnecting systems: 1. Fire Protection 2. HVAC 3. Lube Oil 4. Urea Reagent 5. Compressed Air (Starting Air and Instrument Air) 6. Cooling Water 47 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 of 24 7. Fuel Gas D. Balance of Plant Piping and Conduit Design. S&L will perform the detailed engineering and design of the balance of plant large bore piping (lines that are 2.5” and larger). Isometric or composite drawings will be created showing the pipeline routing, tag number, elevations, lengths, BOM, and other information required to perform the installation work. Piping and conduit that is <2.5” is defined as small bore and will be field routed during construction by the Contractor based on the P&IDs and/or cable tabulations. To support the construction phase of the project, S&L will define corridors and pathways (“home runs”) during design for small bore piping and conduit. This information will be captured in the 3D model. The home run paths will provide guidance during construction for major pipe and conduit corridors and will help to prevent encroachment on equipment maintenance areas, aisle ways, and access corridors. E. Fire Protection/Detection Systems. The fire water source will be from the existing fire water loop. A new fire water loop will be created around the perimeter of the RICE facility and include hydrants spaced in accordance with NFPA. S&L assumes adequate pressure and flow is available from the existing fire water system. If the existing fire water system (i.e. tanks, pumps, etc.) is inadequate, S&L will identify the extent of modifications to meet fire water demand for the new facility. F. Cooling Water. S&L assumes the municipal water supply will meet the RICE OEM’s water quality standards; S&L will confirm this and if needed, S&L will define the water filtration and/or treatment needed to allow for safe operation of the engine systems (typically this will be limited to cartridge water filters). G. Telecommunication & Security. S&L will work with the City during the Introduction Phase to determine the telecommunication & security scope for the project and the best approach for design. S&L will provide base design of the telecommunications and security systems with the understanding that the City may choose to either hire another company to perform such design or perform the design by City staff. This scope includes: 1. SCADA/RTU interfaces 2. IT and phone systems and networks 3. Revenue metering 4. Facility security system including key card system and CCTV’s H. Buildings: S&L will develop the specification and building general arrangement drawings. S&L will also work with the City and the City hired noise consultant to assure sound attenuation, meet maximum allowable exterior sound levels, and external façade features, are included in the design specification. I. Substation: Protective relay and circuit breaker settings for all existing and new electrical equipment in the substation and outside of the power block will be developed by others. J. Controls: S&L shall develop the specifications for controls so that the control system supplied by the RICE OEM will include the ability to view, monitor, and control the balance of plant systems. K. Fuel oil / chemical storage and unloading areas will be located outdoors. 48 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 of 24 L. Subcontractors: S&L assumes the City will direct hire contractors based upon S&L technical specifications including geotechnical investigation, topographical surveys, noise consultant, above ground fire protection, telecommunications and security, HVAC, heat trace, cathodic protection, etc. M. Commercial: S&L assumes that the City will provide the commercial and legal support for requests for proposal developed for the project. The pricing and labor estimates for the detailed engineering scope provided are indicative and include a small contingency. As this project becomes more prescriptively defined with regards to commercial terms, schedule, and division of responsibility (DOR), S&L will align with the City of Ames regarding the specific margins to carry. ARTICLE 2—ADDITIONAL SERVICES REQUIRING OWNER’S PRIOR WRITTEN AUTHORIZATION BEFORE PROCEEDING WITH WORK A. Engineer shall advise Owner in writing, prior to commencing any additional work, that Engineer is proposing to commence to performing or furnishing the Additional Services of the types listed below. For such Additional Services, Engineer must obtain specific advance written authorization from Owner. Engineer shall not perform or furnish such Additional Services until receipt of written notice to proceed from Owner. These services are not included as part of Basic Services, are subject to Owner’s consideration and approval and may be paid for by Owner as indicated in Exhibit J. 1. Substantive design and other technical services in connection with Work Change Directives, Change Proposals, and Change Orders to reflect changes requested by Owner. 2. Services essential to the orderly progress of the Bidding/Proposal and Construction Phases and not wholly quantifiable prior to those Phases or otherwise dependent on the actions of prospective individual bidders or contractors and including: a. making extensive revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than “or equal” items; b. services after the award of the Construction Contract in evaluating and determining the acceptability of a proposed "or equal" or substitution found to be inappropriate for the Project; c. evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract; and d. providing to the Contractor or Owner additional or new information not previously prepared or developed by the Engineer for their use in applying for or obtaining required permits and licenses, in responding to agency comments on such applications, or in the administration of any such permits or licenses. 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 4. Additional or extended services arising from (a) the presence at the Site of any Constituent of Concern or items of historical or cultural significance, (b) emergencies or 49 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 21 of 24 acts of God endangering the Work, (c) damage to the Work by fire or other causes during construction, (d) a significant amount of defective, neglected, or delayed Work, (e) acceleration of the progress schedule involving services beyond normal working hours, or (f) default by Contractor. 5. Implement coordination of Engineer’s services with other parts of the Project that are not planned or designed by Engineer or its Subconsultants, unless Owner furnished to Engineer substantive information about such other parts of the Project prior to the parties’ entry into this Agreement, in the Baseline Information section of this Exhibit A, or otherwise in Exhibit A; if such substantive information has been so provided, coordination of Engineer’s services will be part of Basic Services. 6. Implement the specific parts of an Underground Facilities Procedure that are assigned to Engineer, or above-ground utilities tasks that are assigned to Engineer as the Project progresses (but not including the design-related services already assigned to Engineer as a Basic Service). 7. Services (other than Basic Services during the Post-Construction Phase) in connection with any partial utilization of the Work by Owner prior to Substantial Completion. 8. Evaluating unreasonable or frivolous requests for interpretation or information (RFIs), Change Proposals, or other demands from Contractor or others in connection with the Work, or an excessive number of RFIs, Change Proposals, or demands. 9. Reviewing a Shop Drawing or other Contractor submittal more than three times, as a result of repeated inadequate submissions by Contractor. 10. While at the Site, compliance by Engineer and its staff with those terms of Owner's or Contractor's safety program provided to Engineer subsequent to the Effective Date that exceed those normally required of engineering personnel by federal, State, or local safety authorities for similar construction sites. 11. To the extent the Project is subject to Laws and Regulations governing public or government records disclosure or non-disclosure, Engineer will comply with provisions applicable to Engineer, and Owner will compensate Engineer as Additional Services for Engineer’s costs to comply with any disclosure or non-disclosure obligations beyond those identified in the Basic Services. 12. Services directly attributable to changes in Engineer’s Electronic Documents obligations after the effective date of the Agreement. 13. Obtain or provide specified additional Project-related information and data to enable Engineer to complete its Basic and Additional Services. 14. Preparation of special and customized reporting, invoicing, and related support documentation in addition to that identified to be provided under Basic Services. 15. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance 50 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 22 of 24 in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 16. Services to make measured drawings of existing conditions or facilities, to conduct tests or investigations of existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 17. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer, or the Project’s design requirements, including, but not limited to, changes in size, complexity, Owner’s schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Construction Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any other causes beyond Engineer’s control. 18. Services resulting from Owner’s request to evaluate additional Study and Report Phase alternative solutions beyond those agreed to in Exhibit A Paragraph 1.02 A.1, but only if the Owner’s request is made after completion of the Study and Report Phase. 19. Services required as a result of Owner’s providing incomplete or incorrect Project information to Engineer. 20. Providing renderings or models for Owner’s use, including development, management, and other services in support of building information modeling or civil integrated management. 21. Undertaking investigations and studies including, but not limited to: a. All-hazards risk assessments and other studies to evaluate the feasibility of enhancing the resiliency of the design; b. detailed consideration of operations, maintenance, and overhead expenses; c. the preparation of feasibility studies (such as those that include projections of output capacity, utility project rates, project market demand, or project revenues) and cash flow analyses, provided that such services are based on the engineering and technical aspects of the Project, and do not include rendering advice regarding municipal financial products or the issuance of municipal securities; d. preparation of appraisals; e. with respect to proprietary systems or processes requiring licensing, providing services necessary to assist Owner in obtaining such licensing. f. detailed quantity surveys of materials, equipment, and labor; and g. audits or inventories required in connection with construction performed or furnished by Owner. 22. Furnishing services of Subconsultants or Engineer’s Subcontractors for other than Basic Services. 23. Providing data or services of the types described in Article 2, when Owner retains Engineer to provide such data or services instead of Owner furnishing the same. 51 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 23 of 24 24. Providing the following services: a. Services attributable to multiple prime construction contracts. b. Services to arrange for performance of construction services for Owner by contractors other than the principal prime Contractor, and administering Owner’s contract for such services 25. Services during out-of-town travel required of Engineer, other than for visits to the Site or Owner’s office as required in Basic Services (Article 1 of Exhibit A). 26. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, , project peer review, and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other documents as a result of such review processes beyond the reports and studies required to be provided as part of Basic Services. 27. Preparing additional bidding-related documents (or other construction procurement documents); preparing pre-qualification procedures and documents, and participating in pre-qualifying prospective Bidders. 28. Assistance in connection with bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services. 29. Preparing conformed Construction Contract Documents that incorporate and integrate any amendments negotiated by Owner and Contractor. 30. Services to assist Owner in developing or modifying protocols for transmittal of Electronic Documents by Electronic Means after the effective date of this Agreement, either by revising or adapting Exhibit F to the Project or implementing other Electronic Documents protocols among Project participants. 31. Any services by Engineer in connection with Owner or Engineer providing a Document to a Requesting Party under Exhibit F Paragraph 1.01.D (see Exhibit F, Electronic Documents Protocol), or any other distribution of a Document to a third party. Such services may include but are not limited to preparing the data contained in the requested Document in a manner deemed appropriate by Engineer; creating or otherwise preparing and distributing the Document in a format necessary to respond to Owner’s direction or decision to provide the Document to a requesting party, including Contractor, in a format other than that required for deliverables from Engineer to Owner; and services in connection with obtaining required releases from the third parties to which the Documents will be distributed. Compensation for these Additional Services is not contingent upon Owner’s reimbursement from the requesting party. 32. Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor, but only if such services increase the total quantity of services to be performed in the Construction Phase, rather than merely shifting performance of such services to a later date. 33. Preparing Record Drawings, and furnishing such Record Drawings to Owner. 52 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 24 of 24 34. Supplementing Record Drawings with information regarding the completed Project, Site, and immediately adjacent areas obtained from field observations, Owner, utility companies, and other reliable sources. 35. Conducting surveys, investigations, and field measurements to verify the accuracy of Record Drawing content obtained from Contractor, Owner, utility companies, and other sources; revise and supplement Record Drawings as needed. 36. Preparation of operation, maintenance, and staffing manuals. 37. Assistance to Owner in training Owner’s staff to operate and maintain Project equipment and systems. 38. Assistance to Owner in developing systems and procedures for (a) control of the operation and maintenance of Project equipment and systems, and (b) related recordkeeping. 39. Preparing to serve or serving as a consultant or witness for, or producing documents for or on behalf of, Owner in any litigation, arbitration, mediation, lien or bond claim, or other legal or administrative proceeding involving the Project (but not including disputes between Owner and Engineer). 40. Overtime work requiring higher than regular rates. 41. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 42. Extensive services required during any correction period, or with respect to monitoring Contractor’s compliance with warranties and guarantees called for in the Construction Contract (except as agreed to under Basic Services). 43. Other additional services performed or furnished by Engineer not otherwise provided for in this Agreement. 53 Exhibit B—Deliverables Schedule. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT B—DELIVERABLES SCHEDULE Paragraphs 2.04.E, 3.02.A referenced in the Agreement, and Exhibit A of the Agreement are supplemented by the following paragraph and table. Engineer shall endeavor to furnish Documents to Owner as required to meet an intended construction start date of September 24, 2026 or sooner and facility opening date of May 24, 2028 or sooner. Engineer will evaluate and provide to Owner a tentative schedule of major review dates, including the development of specifications and procurement of the RICE units, and transformers, contract award of Aboveground infrastructure and Belowground Infrastructure, and pertinent dates for permitting, installation of equipment and construction of buildings, time for required legal posting, City Council meetings, development approval meetings, review time for Owner’s staff, and any other pertinent dates. Engineer and Owner will work collectively to communicate necessary review time frames to meet the goals of: 1: project construction commencement on September 24, 2026 or sooner, and 2) facility opening on May 24, 2028 or sooner. 54 Exhibit C—Amendment to Owner-Engineer Agreement. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT C—AMENDMENT TO OWNER-ENGINEER AGREEMENT AMENDMENT TO OWNER-ENGINEER AGREEMENT Amendment No. [Enter Amendment Number] Owner: [Name of Owner] Engineer: [Name of Engineer] Project: [Name of Project] Effective Date of Owner-Engineer Agreement: [Effective Date of Agreement] Nature of Amendment: (Check those that apply) ☐ Additional Services to be performed by Engineer ☐ Modifications to services of Engineer ☐ Modifications to responsibilities of Owner ☐ Modifications of payment to Engineer ☐ Modifications to time(s) for rendering services ☐ Modifications to other terms and conditions of the Agreement Description of Modifications: [Here describe the modifications, in as much specificity and detail as needed. Use an attachment if necessary. Include cost breakdown and documentation, if applicable.] Agreement Summary: Original agreement amount: $ Net change for prior amendments: $ This amendment amount: $ Adjusted Agreement amount: $ Change in time for services (days or date, as applicable): Owner and Engineer hereby agree to modify the above-referenced Agreement as set forth in this Amendment. The Effective Date of the Amendment is [Enter Effective Date of Amendment]. Owner Engineer (typed or printed name of organization) (typed or printed name of organization) By: By: (individual’s signature) (individual’s signature) (Attach evidence of authority to sign.) (Attach evidence of authority to sign.) Date: Date: (date signed) (date signed) Name: Name: (typed or printed) (typed or printed) Title: Title: (typed or printed) (typed or printed) 55 Exhibit D—Duties, Responsibilities, and Limitations of Authority of Resident Project Representative. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 56 Exhibit E—Notice of Acceptability of Work. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT E—EJCDC® C-626, NOTICE OF ACCEPTABILITY OF WORK NOTICE OF ACCEPTABILITY OF WORK (EJCDC® C-626 2018) Owner: Owner’s Project No.: Engineer: Engineer’s Project No.: Contractor: Contractor’s Project No.: Project: Contract Name: Notice Date: Effective Date of the Construction Contract: The Engineer hereby gives notice to the Owner that Engineer recommends final payment to Contractor, and that the Work furnished and performed by Contractor under the Construction Contract is acceptable, expressly subject to the provisions of the Construction Contract's Contract Documents ("Contract Documents") and of the Agreement between Owner and Engineer for Professional Services dated [date of professional services agreement] ("Owner Engineer Agreement"). This Notice of Acceptability of Work (Notice) is made expressly subject to the following terms and conditions to which all who receive and rely on said Notice agree: 1. This Notice has been prepared with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. This Notice reflects and is an expression of the Engineer's professional opinion. 3. This Notice has been prepared to the best of Engineer's knowledge, information, and belief as of the Notice Date. 4. This Notice is based entirely on and expressly limited by the scope of services Engineer has been employed by Owner to perform or furnish during construction of the Project (including observation of the Contractor's Work) under the Owner Engineer Agreement, and applies only to facts that are within Engineer's knowledge or could reasonably have been ascertained by Engineer as a result of carrying out the responsibilities specifically assigned to Engineer under such Owner Engineer Agreement. 5. This Notice is not a guarantee or warranty of Contractor's performance under the Construction Contract, an acceptance of Work that is not in accordance with the Contract Documents, including but not limited to defective Work discovered after final inspection, nor an assumption of responsibility for any failure of Contractor to furnish and perform the Work thereunder in accordance with the Contract Documents, or to otherwise comply with the Contract Documents or the terms of any special guarantees specified therein. 6. This Notice does not relieve Contractor of any surviving obligations under the Construction Contract, and is subject to Owner's reservations of rights with respect to completion and final payment. Engineer By (signature): Name (printed): Title: 57 Exhibit F—Electronic Documents Protocol (EDP). Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 5 EXHIBIT F—ELECTRONIC DOCUMENTS PROTOCOL (EDP) ARTICLE 1—ELECTRONIC DOCUMENTS PROTOCOL (EDP) Paragraph 6.03 of the Agreement is supplemented by the following Exhibit F Paragraph 1.01 and Exhibit F—Attachment 1: Software Requirements for Electronic Document Exchange: 1.01 Electronic Documents Protocol A. Electronic Transmittals: The parties shall conform to the following provisions together referred to as the Electronic Documents Protocol ("EDP" or "Protocol") for exchange of electronic transmittals. 1. Basic Requirements a. To the fullest extent practical, the parties agree to and will transmit and accept Electronic Documents by Electronic Means using the procedures described in this Protocol. Use of the Electronic Documents and any information contained therein is subject to the requirements of this Protocol and other provisions of the Agreement. b. The contents of the information in any Electronic Document will be the responsibility of the transmitting party. c. Electronic Documents as exchanged by this Protocol may be used in the same manner as the printed versions of the same documents that are exchanged using non-electronic format and methods, subject to the same governing requirements, limitations, and restrictions, set forth in the Agreement. d. Except as otherwise explicitly stated herein, the terms of this Protocol will be incorporated into any other agreement or subcontract between the Owner and Engineer and any third party for any portion of the Project, or any Project-related services, where that third party is, either directly or indirectly, required to exchange Electronic Documents with Owner, Engineer, or any Contractor or other entity directly contracted with the Owner to furnish Program-related services. Nothing herein will modify the requirements of the Agreement regarding communications between and among the individual third parties and their respective subcontractors and consultants, except to the extent that any respective subcontractor or consultant exchanges Electronic Documents with the Owner or Engineer. e. When transmitting Electronic Documents, the transmitting Party makes no representations as to long term compatibility, usability, or readability of the items resulting from the receiving Party's use of software application packages, operating systems, or computer hardware differing from those established in this Protocol. f. Nothing herein negates any obligation (1) to comply with any applicable Law or Regulation governing the signing and sealing of design documents or the signing and electronic transmission of any other documents; or (2) to comply with any notice requirements limiting or otherwise modifying the acceptance of Electronic Documents for such notice. 58 Exhibit F—Electronic Documents Protocol (EDP). Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 5 2. System Infrastructure for Electronic Document Exchange a. Each party will provide hardware, operating system(s) software, internet, e-mail, and large file transfer functions ("System Infrastructure") at its own cost and sufficient for complying with the EDP requirements. With the exception of minimum standards set forth in this EDP and any explicit system requirements specified by attachment to this EDP, it will be the obligation of each party to determine, for itself, its own System Infrastructure. 1) The maximum size of an e-mail attachment for exchange of Electronic Documents under this EDP is 30 MB. Attachments larger than that may be exchanged using large file transfer functions or physical media. 2) Each Party assumes full and complete responsibility for any and all of its own costs, delays, deficiencies, and errors associated with converting, translating, updating, verifying, licensing, or otherwise enabling its System Infrastructure, including operating systems and software, for use with respect to this EDP. b. Each party is responsible for its own system operations, security, back-up, archiving, audits, printing resources, and other Information Technology ("IT") for maintaining operations of its System Infrastructure during the Project, including coordination with the party's individual(s) or entity responsible for managing its System Infrastructure and capable of addressing routine communications and other IT issues affecting the exchange of Electronic Documents. c. Each party will operate and maintain industry-standard, industry-accepted, ISO- standard, commercial-grade security software and systems that are intended to protect the other party from: software viruses and other malicious software like worms, trojans, adware; data breaches; loss of confidentiality; and other threats in the transmission to or storage of information from the other parties, including transmission of Electronic Documents by physical media such as CD/DVD/flash drive/hard drive. To the extent that a party maintains and operates such security software and systems, it will not be liable to the other party for any breach of system security. d. In the case of disputes, conflicts, or modifications to the EDP required to address issues affecting System Infrastructure, the parties will cooperatively resolve the issues; but, failing resolution, the Owner is authorized to make and require reasonable and necessary changes to the EDP to effectuate its original intent. If the changes cause additional cost or time to Engineer, not reasonably anticipated under the original EDP, Engineer shall be entitled to compensation as Additional Services for its costs associated with the revisions to the EDP, delayed adoption of Exhibit L or implementation of other Electronic Documents protocols. e. Each party is responsible for its own back-up and archive of documents sent and received during the term of any Project contract/agreement under this EDP, unless this EDP establishes a Project document archive, either as part of a mandatory Project website or other communications protocol, upon which the Parties may rely for document archiving during the specified term of operation of such project document archive. Further, each party remains solely responsible for its own post- Project back-up and archive of project documents, as each party deems necessary 59 Exhibit F—Electronic Documents Protocol (EDP). Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 5 for its own purposes, after the term of contract, or termination of the project document archive, if one is established. f. If a receiving party receives an obviously corrupted, damaged, or unreadable Electronic Document, the receiving party will advise the sending party of the incomplete transmission. g. The parties will bring any non-conforming Electronic Documents into compliance with the EDP. The parties will attempt to complete a successful transmission of the Electronic Document or use an alternative delivery method to complete the communication. B. Software Requirements for Electronic Document Exchange; Limitations 1. Each party will acquire the software and software licenses necessary to create and transmit Electronic Documents and to read and to use any Electronic Documents received from the other party (and if relevant from third parties), using the software formats required in this section of the EDP. a. Prior to using any updated version of the software required in this sec tion for sending Electronic Documents to the other party, the originating party will first notify and receive concurrence from the other party for use of the updated version or adjust its transmission to comply with this EDP. 2. The parties agree not to intentionally edit, reverse engineer, decrypt, remove security or encryption features, or convert to another format for modification purposes any Electronic Document or information contained therein that was transmitted in a software data format, including Portable Document Format (PDF), intended by sender not to be modified, unless the receiving party obtains the permission of the sending party or is citing or quoting excerpts of the Electronic Document for Project purposes. 3. Software and data formats for exchange of Electronic Documents will conform to the requirements set forth in the following Attachment 1 to this EDP, including software version, if listed. C. Format and Distribution of Deliverables 1. By definition, "Documents" as used in this Agreement are documents expressly identified as deliverables from Engineer to Owner. Exhibit A of the Agreement identifies various Documents that Engineer is required to deliver to Owner as part of Engineer's services; Exhibit B is a schedule of such Documents. Engineer will transmit such Documents to Owner in the formats identified in Attachment 1 to this Protocol. If no specific format is identified for a deliverable Document, the format will be Portable Document Format (PDF). 2. If a Document will be distributed to third parties, such as prospective bidders and contractors, reviewing agencies, or lenders, the transmittal format for distribution will be as identified in Attachment 1 to this Protocol; provided, however, that if a format for distribution of a specific Document is expressly stated in Exhibit A, then the Exhibit A format will take precedence. If no specific format is identified for distribution of a deliverable Document to third parties, the format will be Portable Document Format (PDF). 60 Exhibit F—Electronic Documents Protocol (EDP). Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 5 a. If a format for Document distribution other than Portable Document Format (PDF) is specified, Owner shall first obtain a written, signed release from each third party to which the deliverable Document is distributed, establishing agreement to the following conditions: 1) The content included in the Electronic Documents prepared by or for Engineer and covered by the request was prepared as an internal working document for Engineer's purposes solely, and is being provided to the third party on an "AS IS" basis without any warranties of any kind, including, but not limited to any implied warranties of fitness for any purpose. As such, the third party is advised and acknowledges that the content may not be suitable for the third party's application, or may require substantial modification and independent verification by the third party. The content may include limited resolution of models; not-to-scale schematic representations and symbols; use of notes to convey design concepts in lieu of accurate graphics; approximations; graphical simplifications; undocumented intermediate revisions; and other devices that may affect subsequent reuse. 2) Electronic Documents containing text, graphics, metadata, or other types of data that are provided to the Requesting Party are only for the convenience of the third party. Any conclusion or information obtained or derived from such data will be at the third party's sole risk and the third party waives any and all claims against Engineer or Owner arising from the use of the Electronic Documents covered by the request, or of any data contained in such Electronic Documents. 3) The third party shall indemnify and hold harmless Owner, Engineer, and Engineer's Subcontractors and Subconsultants, from all claims, damages, losses, and expenses, including attorneys' fees and defense costs arising out of or resulting from the third party's use, adaptation, or distribution of any Electronic Documents provided under the request. 4) The third party agrees not to sell, copy, transfer, forward, give away or otherwise distribute this information (in source or modified file format) to any third party without the direct written authorization of Engineer, unless such distribution is specifically identified in the request and is limited to the third party's subcontractors and consultants. The third party warrants that subsequent use by the third party's subcontractors and subconsultants will comply with all terms of the Construction Contract Documents and any specific instructions or conditions established by Owner. b. If Engineer is required to assist or participate in obtaining such releases from third parties, such services will be categorized as Additional Services. D. Requests by Project-Related Parties for Electronic Documents in Other Formats 1. Owner may release (or direct Engineer to release) an Electronic Document version of a Document prepared by or for Engineer, including but not limited to a deliverable Document as set forth in Exhibit F Paragraph 1.01.C, in a format other than those identified in Exhibit F Paragraph 1.01.B or 1.01.C of the Electronic Documents Protocol, or elsewhere in the Agreement, only if (a) a Contractor or other Project-related party 61 Exhibit F—Electronic Documents Protocol (EDP). Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 5 (Requesting Party) makes a good faith request for such release, (b) Owner determines in its sole discretion that such release is prudent and will be beneficial to the Project, and (c) Owner obtains Requesting Party's written consent to the four conditions set forth in Exhibit F Paragraph 1.01.C.2.a.1-4 above. 2. Any services by Engineer in connection with Owner or Engineer providing a Document to a Requesting Party under this Exhibit F Paragraph 1.01.D are Additional Services. Such services may include but are not limited to preparing the data in a manner deemed appropriate by Engineer. Owner may require reimbursement from the Requesting Party for the cost of such Additional Services, but compensation by Owner to Engineer for the Additional Services is not contingent upon Owner obtaining reimbursement from the Requesting Party. 62 Exhibit F—Attachment 1: Software Requirements for Electronic Document Exchange. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT F—ATTACHMENT 1: SOFTWARE REQUIREMENTS FOR ELECTRONIC DOCUMENT EXCHANGE Item Electronic Documents Transmittal Means Data Format Note (1) a.1 General communications, transmittal covers, meeting notices, and responses to general information requests for which there is no specific prescribed form. Email Email a.2 Meeting agendas; meeting minutes; RFI’s and Responses to RFI’s; and Construction Contract administrative forms. Email w/Attach PDF (2) a.3 Contractor’s Submittals (Shop Drawings, “Or Equal” requests, Substitute requests, documentation accompanying Sample submittals and other Submittals) to Owner and Engineer; and, Owner’s and Engineer’s Responses to Contractor’s Submittals, Shop Drawings, Correspondence, and Applications for Payment Email w/Attach PDF a.4 Correspondence; Interim and Final Versions of reports, layouts, Specifications, Drawings, maps, calculations and spreadsheets, Construction Contract, Bidding/Proposal Documents, and Front-End Construction Contract Documents. Email w/ Attach or LFE PDF (3) a.5 Layouts, plans, maps, and Drawings to be submitted to Owner by Engineer for future use and modification Email w/ Attach or LFE DWG a.6 Correspondence, reports, and specifications to be submitted by Engineer to Owner for future word processing use and modification Email w/ Attach or LFE DOC a.7 Spreadsheets and data to be submitted to Owner by Engineer for future data processing use and modification Email w/ Attach or LFE EXC a.8 Database files and data to be submitted to Owner for future data processing use and modification Email w/ Attach or LFE DB Notes (1) All exchanges and uses of transmitted data are subject to the appropriate provisions of the Agreement and Construction Contract. (2) Transmittal of written notices is governed by requirements of the Agreement and Construction Contract. (3) Transmittal of Bidding/Proposal Documents and Front-End Construction Contract Documents will be in manner selected by Owner in Exhibit A, Paragraph 1.05.A.1.a. Unless otherwise expressly stated, these documents and the Construction Contract will be transmitted in PDF format, including transmittals to bidders and Contractor. Key EMAIL Standard Email formats (.htm, .rtf, or .txt). Do not use stationery formatting or other features that impair legibility of content on screen or in printed copies. LFE Agreed upon Large File Exchange method (FTP, CD, DVD, hard drive.) PDF Portable Document Format readable by Adobe® Acrobat Reader Version 25 or later. DWG Autodesk® AutoCAD. dwg format Version 2020. DOC Microsoft® Word. docx format compatible with Office 365. EXC Microsoft® Excel .xlsx or .xml DB Microsoft® Access .mdb 63 Exhibit H—Dispute Resolution. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 2 EXHIBIT G—INSURANCE ARTICLE 1—INSURANCE Paragraph 6.04 of the Agreement, Insurance, is supplemented to include the following Exhibit G Paragraphs 1.01 and 1.02: 1.01 Insurance Policies and Limits A. In accordance with Paragraph 6.04.A of the Agreement, the insurance that Engineer must procure and maintain, and the policy limits of such insurance, are as follows: Coverage Insurance Limits of: Workers’ Compensation State of Iowa Statutory Employer’s Liability Each accident $2,000,000 Each employee $2,000,000 Policy limit $2,000,000 Commercial General Liability General Aggregate $2,000,000 Personal and Advertising Injury $2,000,000 Bodily Injury and Property Damage—Each Occurrence $2,000,000 Automobile Liability Combined Single Limit Combined Single Limit (Bodily Injury and Property Damage) $2,000,000 Excess or Umbrella Liability Each Occurrence $NA General Aggregate $NA Professional Liability Each Claim $2,000,000 Annual Aggregate $5,000,000 Unmanned Aerial Vehicle Liability Insurance Each Occurrence $1,000,000 if applicable General Aggregate $1,000,000 if applicable Other Insurance [Specify] Each Claim $ General Aggregate $ The General Liability, Auto Liability, and Employers Liability limits set forth in this Exhibit can be met through an Umbrella/Excess policy. 64 Exhibit H—Dispute Resolution. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 2 1.02 Additional Insureds A. The Owner must be included on Engineer’s general liability policy as an additional insured, and as provided in Paragraph 6.04.B. B. For applicable Contractor’s general liability policies of insurance, the additional insured endorsements will include both ongoing operations and products and completed operations coverage through ISO Endorsements CG 20 10 12 19 and CG 20 37 12 19 (together). If Contractor demonstrates to Owner that the specified ISO endorsements are not commercially available, then Contractor may satisfy this requirement by providing equivalent endorsements. 65 Exhibit I—Limitation of Liability. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 66 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses: Introduction. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 67 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet BC-1: Basic Services—Lump Sum. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 3 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES COMPENSATION PACKET BC-1: BASIC SERVICES—TIME AND MATERIAL AGAINST NOT-TO-EXCEED AMOUNT ARTICLE 1—COMPENSATION PACKET BC-1: BASIC SERVICES—TIME AND MATERIAL AGAINST NOT-TO- EXCEED AMOUNT Article 2 of the Agreement is supplemented to include the following Exhibit J Paragraph 1.01: 1.01 Compensation for Basic Services (other than Resident Project Representative)—Time and Material against a not-to-exceed sum. A. Owner shall pay Engineer for Basic Services set forth in Exhibit A (except for Resident Project Representative services, if any) as follows: 1. A Time and Material against a not-to-exceed amount of $6,885,000 based on the following estimated distribution of compensation: Task Description Hours Labor Expenses Total Fee Introduction Phase (Firm Pricing) 1,890 $ 340,590 $ 22,500 $ 363,090 Phase 1 – Engines (Indicative to be determined during Introduction Phase) 1,190 $ 214,450 $ 9,000 $ 223,450 Phase 2 – Transformers & Switchgear (Indicative to be determined during Introduction Phase) 690 $ 124,340 $ 0 $ 124,340 Phase 3 – Underground Infrastructure (Indicative to be determined during Introduction Phase) 12,860 $ 2,317,450 $ 15,000 $ 2,332,450 Phase 4 – Aboveground Infrastructure (Indicative to be determined during Introduction Phase) 18,700 $ 3,369,860 $ 22,500 $ 3,392,360 Phase 5 – Permitting (Indicative to be determined during Introduction Phase) 2,460 $ 443,310 $ 6,000 $ 449,310 Total Not-to-Exceed Amount 37,790 $ 6,810,000 $ 75,000 $6,885,000 2. Subject to prior written notice to Owner, Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but compensation will not exceed the total not-to-exceed amount unless approved in writing by the Owner. 3. The total fee includes compensation for Engineer's services and services of Engineer's Subcontractors and Subconsultants, if any. Appropriate amounts have been 68 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet BC-1: Basic Services—Lump Sum. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 3 incorporated in the Lump Sum to account for labor costs, overhead, profit, and expenses (other than any expressly allowed Reimbursable Expenses). 4. In addition to the labor rates , Engineer is also entitled to reimbursement from Owner for Reimbursable Expenses provided in Appendix 1. . 5. The portion of the total amount billed for Engineer's services will be based upon Engineer's staff hours actually completed during the billing period. If any Reimbursable Expenses are expressly allowed, Engineer may also bill for any such Reimbursable Expenses incurred during the billing period. B. Period of Service: The compensation amount stipulated in Compensation Packet BC-1 is conditioned on a period of service not exceeding 24 months. If such period of service is extended, the compensation amount for Engineer's services will be appropriately adjusted, by mutual written agreement. C. COST 1. Compensation for Basic Services—Appendix 2: Standard Hourly Rates Method of Payment: 2. The Owner shall pay Engineer for Basic Services set forth in this Agreement as follows: a. An amount equal to the cumulative hours charged to the Project by Engineer’s personnel times Standard Hourly Rates for the applicable billing class, plus Reimbursable Expenses, if any. b. The Standard Hourly Rates charged by Engineer constitute full and complete compensation for Engineer’s services, including labor costs, overhead, and profit; the Standard Hourly Rates do not include Reimbursable Expenses. c. Engineer’s Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit A as ’Hourly Billing Rates by Classification’. d. The amounts billed for Engineer's services under will be based on the cumulative hours charged to the Project during the billing period by Engineer's employees times Standard Hourly Rates for the applicable billing class, plus Reimbursable Expenses e. The total compensation for such services is shall not exceed $6,885,000. Engineer may alter the distribution of compensation between individual phases of the work noted herein to be consistent with services actually rendered, but compensation will not exceed the total estimated compensation amount, unless adjusted by mutually executed amendment to this Agreement. 1) Engineer's estimate of the amounts that will become payable for specified services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to Engineer under the Agreement. 2) When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will be exceeded, Engineer shall give Owner written 69 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet BC-1: Basic Services—Lump Sum. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 3 notice thereof, allowing Owner to consider its options, including suspension or termination of Engineer's Services for Owner’s convenience. Upon notice, Owner and Engineer will promptly review the matter of Services remaining to be performed and compensation for such Services. Owner shall either exercise its right to suspend or terminate Engineer’s Services for Owner’s convenience, agree to such compensation exceeding said estimated amount, or agree to a reduction in the remaining services to be rendered by Engineer, so that total compensation for such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend Engineer’s Services during the negotiations and Engineer exceeds the estimated amount before Owner and Engineer has agreed to an increase in the compensation due Engineer or a reduction in the remaining Services, then Engineer will be paid for all Services rendered hereunder. f. To the extent necessary to verify S&L's periodic invoices and expenses and upon Owner’s timely request, Engineer shall make copies of such records available to Owner. For the avoidance of doubt, the makeup of labor hours, unit rates or costs charged on a fixed unit or percentage basis, the basis of agreed upon multipliers or of pre-determined charges are not subject to audit. 70 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet BC-3: Basic Services—Percentage of Construction Cost. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 71 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet RPR-5: Resident Project Representative—Salary Costs Times a Factor. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 72 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet AS-1: Additional Services—Standard Hourly Rates. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 2 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES COMPENSATION PACKET AS-1: ADDITIONAL SERVICES—STANDARD HOURLY RATES ARTICLE 2—COMPENSATION PACKET AS-1: ADDITIONAL SERVICES—STANDARD HOURLY RATES Article 2 of the Agreement is supplemented to include the following Exhibit J Paragraph 2.01: No Additional Services or Additional Reimbursable Expenses shall be incurred prior to reviewing written authorization from the Owner for calculated amounts for specific tasks or expenses. 2.01 Compensation for Additional Services—Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Additional Services, if any, as follows: 1. For services of Engineer's personnel engaged directly on the Projectpursuant to this Article , an amount equal to the cumulative hours charged by each class of Engineer's personnel providing such Additional Services times Standard Hourly Rates for each applicable billing class, plus Additional Services related reimbursable expenses, and Additional Services-related Engineer's Subcontractors' and Subconsultants' charges, if any. B. Compensation for Reimbursable Expenses 1. For those Reimbursable Expenses that are directly related to the provision of Additional Services, and are not already accounted for in the compensation for Basic Services or RPR-related services, Owner shall reimburse Engineer, using the rates set forth in Appendix 1 to this Exhibit J when applicable. 2. Such Reimbursable Expenses include, to the extent Additional Services-related, the expenses identified in Appendix 1 and the following categories: transportation (including mileage), lodging, and subsistence incidental thereto; and courier charges; reproduction of reports, Drawings, Specifications, bidding-related or other procurement documents, Construction Contract Documents, and similar items. 3. The amounts payable to Engineer for Reimbursable Expenses, if any, will be the Additional Services-related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to such Additional Services, the latter multiplied by a factor of 1.0. C. Other Provisions Concerning Payment for Additional Services 1. Whenever Engineer is entitled to compensation for the charges of Engineer's Subcontractors and Subconsultants, such compensation will be the amounts billed by Engineer's Subcontractors and Subconsultants to Engineer times a factor of 1.08. 2. Factors: The external Reimbursable Expenses and Engineer's Subcontractors' and Subconsultants' factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. 3. The Standard Hourly Rates and the Reimbursable Expenses Schedule will be adjusted annually (as of January 1, 2026) to reflect equitable changes in the compensation payable to Engineer for Additional Services-related services and expenses. 73 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet AS-1: Additional Services—Standard Hourly Rates. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 2 4. To the extent necessary to verify Engineer's charges and upon Owner's timely request, Engineer shall make copies of such records available to Owner at no cost . 74 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet AS-3: Additional Services—Salary Costs Times a Factor. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 75 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Appendix 1: Reimbursable Expenses Schedule. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES APPENDIX 1: REIMBURSABLE EXPENSES SCHEDULE Reimbursable Expenses are subject to review and adjustment per Exhibit J. Rates and charges for Reimbursable Expenses as of the date of the Agreement are included in the materials cost and expenses shown in the fee table in Exhibit J, Article 1. Expenses will be billed at cost: Mileage (auto) $ 0.70/mile Air Transportation at cost Meals and Lodging at cost 76 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Appendix 2: Standard Hourly Rates Schedule. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 3 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES APPENDIX 2: STANDARD HOURLY RATES SCHEDULE A. Standard Hourly Rates 1. Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit J and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non-project operating costs, and operating margin or profit. 2. The Standard Hourly Rates apply only as specified in Exhibit J. 3. Travel charges will be billed at actual cost with no markup. 4. Billing Classifications include one or more Engineer position categories that are typically grouped under a classification on the basis of similarities in position function, experience factors, and/or wage levels. Acceptance of this schedule includes the rates shown, the period of time for which they are effective, and the combination of individual position categories that comprise each classification. 5. Billing rates are considered to be proprietary to Sargent & Lundy, L.L.C. 6. Overtime is billed at actual rate. 7. The below rates are subject to annual review and escalation, shall not exceed 5.0%, beginning in January of each year. B. Schedule: Hourly rates for services performed in 2025 are: HOURLY BILLING RATES BY CLASSIFICATION 77 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Appendix 2: Standard Hourly Rates Schedule. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 3 Below is a list of S&L Staff that is assigned to the Project. Billing Classification for each Team Position is as of October 2, 2025. Billing Classifications for each Team Position may change during the course of the project when individuals are promoted. Billing Classification 2025 Billing Rate Director $273.50 Senior Manager $245.50 Manager $226.50 Senior Project Associate $214.50 Project Associate $193.50 Senior Associate $171.50 Associate II $140.50 Associate I $126.50 Project Designer $169.50 Senior Designer $162.50 Designer $127.50 Drafter $96.50 Administrative III $124.50 Administrative II $90.50 Administrative I Notes: $80.50 78 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Appendix 2: Standard Hourly Rates Schedule. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 3 Team Position Name Billing Classification Executive Sponsor Kevin Lauzze Director Project Director/Manager Adam Redd Director Project Administrator Monica Ybarra Administrative 3 Project Planning/Scheduler Chris Schug Project Associate Engineering Manager/Mechanical Lead Marion Teslik Senior Project Associate Architectural Lead Jordan Margolis Project Associate Civil Lead Darrel Packard Senior Manager Design Lead (Conceptual) Rich Miller Manager Design Lead (Detailed) Kevin Fifer Project Designer Electrical Lead Nicole Kozmin Manager Geotechnical Lead Josh Bickett Manager I&C Lead James Robeson Manager Structural Lead Tom Dehlin Manager Permitting Lead Dave Helm Senior Manager 79