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Home My WebLink AboutA034 - Resolution awarding contract to Eocene Environmental Group for Engineering Services for FY 2025/26 Story County Edge of FieldITEM #:35 DATE:07-14-26 DEPT:W&PC SUBJECT:ENGINEERING SERVICES FOR FY 2025/26 STORY COUNTY EDGE OF FIELD PROJECT COUNCIL ACTION FORM BACKGROUND: The Iowa Nutrient Reduction Strategy has identified saturated buffers and bioreactors as cost effective and efficient nutrient reducing practices. The City of Ames, along with the project partners identified below, has prioritized installation of these practices in the South Skunk River watershed. Collectively, this work has been named the Story County Edge-of-Field Project. Increasing the number of saturated buffers and bioreactors within the South Skunk River watershed will help to improve water quality in the watershed. The City will also capture any quantifiable nutrient reduction credits. These credits will help offset any new nutrient reduction requirements imposed on the City in the future. Story County Edge-of-Field Project Partners include: Story County Conservation Story County Soil & Water Conservation District Iowa Department of Agriculture & Land Stewardship Natural Resource Conservation Services The City and its partners have identified 50 potential sites for saturated buffers and bioreactors, contacted landowners to obtain permission to access their properties, and performed initial field investigations at each property. The proposed design contract includes a further review of those potential sites to confirm their suitability for the planned practices. Upon direction from City staff, the firm will then be asked to complete final design for a subset of the 50 tile outlets. The number of final designs that will be requested will be determined based on site suitability, the landowner ’s willingness to continue participation, and the anticipated construction budget. On August 27, 2025, a Request for Proposals (RFP) document was posted on AmesBids by the City's Purchasing division. On September 18, 2025, three proposals were received. The proposals were scored by staff from the Water & Pollution Control Department, Story County Conservation, and the Iowa Department of Agriculture & Land Stewardship (IDALS). 1 FIRM PRICE RANK (Score) Eocene Environmental Group West Des Moines, IA $106,500 1 (113) Bolton & Menk Ames, IA $126,000 2 (99) AgriVia PLC Perry, IA $118,589 3 (87) After evaluating the proposals, staff determined that the proposal from Eocene Environmental Group, of West Des Moines, Iowa, is the highest-ranked proposal as well as the lowest cost, making it the preferred option. Funding will be from carryover in the Water and Pollution Control Department's Watershed-based FY 2025/26 Nutrient Reduction CIP Project ($421,881). Story County Conservation and the Iowa Department of Agriculture & Land Stewardship are reimbursing the City for a portion of the costs related to this project. The cost-share for design services is 1/3 each, meaning the net cost to the City for this contract will be $35,500. ALTERNATIVES: 1. Award a contract to Eocene Environmental Group, of West Des Moines, IA, for Engineering Services for FY 2025/26 Story County Edge of Field in the amount not-to- exceed $106,500. 2. Award a contract to another firm. 3. Reject all proposals and provide direction to staff on the future of the edge-of-field activities. CITY MANAGER'S RECOMMENDED ACTION: Treatment of sub-surface drainage from agricultural tile outlets with bioreactors and saturated buffers is an effective method for reducing nutrient loading to surface waters. The Water & Pollution Control Department can ‘bank’ these nutrient loading reductions in the Iowa Nutrient Reduction Exchange and will be able to apply any banked reductions to future nutrient reduction requirements in the Water Pollution Control Facility’s National Pollutant Discharge Elimination System permit. Therefore, it is the recommendation of the City Manager that the City Council adopt Alternative No. 1, as described above. ATTACHMENT(S): FINAL E500-2020 - Agreement Edge of Field BS AM.pdf 2 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. This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Laws and Regulations. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared by 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. Copyright© 2020 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474 www.acec.org American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.org The copyright for this EJCDC document is owned jointly by the three sponsoring organizations listed above. The National Society of Professional Engineers is the Copyright Administrator for the EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE. The use of this document is governed by the terms of the License Agreement for the 2020 EJCDC® Engineering Series Documents. NOTE: EJCDC publications may be purchased at www.ejcdc.org, or from any of the sponsoring organizations above. 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. Guidelines Page 1 of 1 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. 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/Proposal and Front-End Construction Contract Documents ................................................................................................................................................ 2 2.03 Owner-Furnished Services ........................................................................................................... 3 2.04 Owner’s General Responsibilities ................................................................................................ 4 2.05 Payment ....................................................................................................................................... 5 Article 3— Schedule For Rendering Services ................................................................................................ 6 3.01 Commencement .......................................................................................................................... 6 3.02 Time for Completion .................................................................................................................... 6 Article 4— Invoices And Payments ............................................................................................................... 6 4.01 Invoices ........................................................................................................................................ 6 4.02 Payments ..................................................................................................................................... 7 Article 5— Opinions Of Cost ......................................................................................................................... 7 5.01 Opinions of Probable Construction Cost ..................................................................................... 7 5.02 Opinions of Total Project Costs ................................................................................................... 7 Article 6— General Considerations ............................................................................................................... 7 6.01 Standards of Performance ........................................................................................................... 7 6.02 Ownership and Use of Documents .............................................................................................. 9 6.03 Electronic Transmittals .............................................................................................................. 11 6.04 Insurance ................................................................................................................................... 11 6.05 Suspension and Termination ..................................................................................................... 13 6.06 Successors, Assigns, and Beneficiaries ...................................................................................... 14 6.07 Dispute Resolution .................................................................................................................... 14 6.08 Controlling Law; Venue ............................................................................................................. 15 6.09 Environmental Condition of Site ............................................................................................... 15 6.10 Indemnification and Mutual Waiver ......................................................................................... 16 6.11 Records Retention ..................................................................................................................... 17 6.12 Miscellaneous Provisions........................................................................................................... 17 Article 7— Definitions ................................................................................................................................. 18 7.01 Defined Terms ........................................................................................................................... 18 Article 8— Exhibits And Special Provisions ................................................................................................. 23 8.01 Exhibits to Agreement ............................................................................................................... 23 8.02 Total Agreement ........................................................................................................................ 23 8.03 Designated Representatives ...................................................................................................... 23 8.04 Engineer's Certifications ............................................................................................................ 23 8.05 Conflict of Interest ..................................................................................................................... 24 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. Page 1 of 25 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES This is an Agreement between City of Ames, Iowa (Owner) and Eocene Environmental Group, Inc. (Engineer). Owner’s Project, of which Engineer’s services under this Agreement are a part, is generally identified as Engineering Services for FY 25/26 Story County Edge of Field (Project). Other terms used in this Agreement are defined in Article 7. Engineer’s services under this Agreement are generally identified as Phase Initial Determination of Practice Suitability, Full Design, and Construction Services. 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 with 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. 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 2 of 25 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 examine 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 furnish to Engineer data as to Owner’s anticipated costs for services to be provided to Owner by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) so that Engineer may assist Owner in collating the various cost categories that comprise Total Project Costs. E. 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. F. Owner shall inform Engineer as to whether Engineer’s assistance is requested with respect to Owner’s evaluation of the possible use of Project Strategies, Technologies, and Techniques, as defined in Exhibit A. G. 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 Instructions Regarding Bidding and Front-End Construction Contract Documents A. Owner shall work with and give instructions to Engineer regarding procurement of construction services (including instructions regarding advertisements for bids, instructions to bidders, invitation to bid, schedule of bidding and work, and other pertinent bidding requirements , as applicable). The Engineer shall prepare for the Owner the following: 1. Standard contract forms, general conditions (using the 2018 edition of EJCDC® C-700, Standard General Conditions of the Construction Contract), supplementary conditions, text, and related documents and content for Engineer to include in the draft Bidding Documents, and in draft Front-End Construction Contract Documents; 2. insurance and bonding requirements; 3. protocols for electronic transmittals during bidding and construction; 4. Safety and security programs applicable to Contractor and other Constructors; 5. diversity and other social responsibility requirements; 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 3 of 25 6. bidding and contract requirements of funding, financing, or regulatory entities; 7. other specific conditions applicable to the procurement of construction or contract documents; 8. any other information necessary for the creation of the Bidding Documents and Front- End Construction Contract Documents. B. Owner shall provide information as applicable to 2.02 A. documents to the Engineer, and the Engineer shall have the responsibility for the final content of (1) such Bidding Documents, (2) such Front-End Construction Contract Documents, and the content regarding the design (as set forth in the Drawings, Specifications, or otherwise) and (3) all other pertinent engineering and/or technical matters. 1. Owner shall seek the advice of Owner’s legal counsel, risk managers, and insurance advisors with respect to providing information to the Engineer as the Engineer drafts content of such documents. C. If there will be an advertisement soliciting bids for construction, Owner shall place and pay for such advertisement. 2.03 Owner-Furnished Services A. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, Owner shall obtain, as required for the Project: 1. Accounting, bond and financial advisory services (including, if applicable, “municipal advisor” services as described in Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) and the municipal advisor registration rules issued by the Securities and Exchange Commission), independent cost estimating, and insurance counseling services. 2. Legal services, including attorney review of proposed Construction Contract Documents, legal services required by Owner to solely defend, represent, and/or protect the Owner’s own interests needed as a result of issues caused or raised by Contractor, and Project-related legal services reasonably requested by Engineer and not due to performance or lack of the performance of, or to defend, the Engineer.. 3. Auditing services, including those needed by Owner to ascertain how or for what purpose Contractor has used money paid to it. B. Owner may provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Construction Contract Documents (other than those required to be furnished or arranged by Contractor), or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Owner shall provide Engineer with the findings and reports generated by testing laboratories, including findings and reports obtained from or through Contractor. C. Owner shall acquire or arrange for acquisition of the Site(s) and any temporary or permanent rights of access, easements, or property rights needed for the Project. D. With respect to the portions or phases of the Project designed or specified by Engineer, Owner shall provide, obtain, or arrange for: 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 4 of 25 1. all required reviews, approvals, consents, and permits from governmental authorities having jurisdiction, and 2. such reviews, approvals, and consents from others as may be necessary for completion of each portion or phase of the Project. E. Owner may delegate to Contractor or others the responsibilities set forth in Paragraphs 2.03.C and D. 2.04 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 provide Engineer with Owner’s budget for the Project, including type and source of funding to be used, and will promptly inform Engineer if the budget or funding sources change. C. Owner shall inform Engineer in writing of any safety or security programs 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. D. 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. E. Owner shall provide necessary direction and make decisions, including prompt review (within reasonable and mutually agreeable time limits and, when applicable, the regular schedule of governing and regulatory approval boards and committees when approval from such is required) of Engineer’s submittals, and carry out its responsibilities in a timely manner so as to not to unreasonably delay the 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. F. 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, subject to any express limitations or reservations applicable to the furnished items. G. Owner shall 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, material defect or nonconformance in: (a) Engineer’s services, (b) the Work, (c) the performance of any Constructor, or (d) Owner’s performance of its responsibilities under this Agreement. H. Owner shall advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Project, 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 5 of 25 including, but not limited to, cost estimating, project peer review, value engineering, and constructability review. I. If Owner designates a construction manager, site representative, or any individual or entity other than, or in addition to, Engineer to represent Owner at the Site, Owner shall define and set forth as an exhibit to this Agreement the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. J. Owner shall: 1. Attend and participate in the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job-related meetings, and Site visits to determine Substantial Completion and readiness of the completed Work for final payment. 2. Primarily communicate with Engineer’s Subcontractors and Subconsultants through the Engineer. a. Promptly inform Engineer of the substance of any communications between Owner and the Engineer’s Subcontractors or Subconsultants. b. Refrain from directing the services of Engineer’s Subcontractors or Subconsultants. 3. 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. 4. Perform or provide the following: a. NA. 2.05 Payment A. Owner shall pay Engineer as set forth in Article 4 and Exhibit J. B. Engineer’s compensation is outlined in Exhibit J. 1. Compensation items and totals based on a not to exceed amount. 2. Lump sum rate amounts incorporate Engineer’s labor, overhead, profit, and Engineer’s Subcontractor and Subconsultants’ charges. 3. Schedule For Rendering Services 2.06 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date. 2.07 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, and are hereby agreed to be reasonable. 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 6 of 25 B. If, through no fault of Engineer, such periods of time or dates are significantly changed, or the orderly and continuous progress of Engineer’s services is significantly impaired, or Engineer’s services are delayed or suspended in excess of six (6) months, then the time for completion of Engineer’s services, and the rates and amounts 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 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 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 the recovery of direct damages resulting from such failure by Engineer. 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 their 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, and are hereby agreed to be reasonable. B. If, through no fault of Engineer, such periods of time or dates are significantly changed, or the orderly and continuous progress of Engineer’s services is significantly impaired, or Engineer’s services are delayed or suspended in excess of six (6) months, then the time for completion of Engineer’s services, and the rates and amounts 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 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 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 the recovery of direct damages resulting from such failure by Engineer. 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, the progress reporting and special invoicing requirements (if any) and the terms of Exhibit J. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. 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 7 of 25 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 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 15 days’ written notice to Owner, suspend services under this Agreement until Owner has paid in full amounts due. Owner waives any and all claims against Engineer for any such suspension. 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—OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Engineer’s opinions of probable Construction Cost are to be made on the basis of Engineer’s experience, qualifications, and general familiarity with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors’ methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, then Owner agrees to obtain an independent cost estimate. 5.02 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs will be limited to assisting the Owner in tabulating the various categories that comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs. 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 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 8 of 25 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 others, including, but not limited to delegated design professionals retained by Constructor, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. 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 that 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 Date of completion of the final design documents, 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. General Conditions of Construction Contract: The general conditions for any Construction Contract Documents prepared hereunder are to be the current edition of EJCDC® C-700, Standard General Conditions of the Construction Contract, prepared by the Engineers Joint Contract Documents Committee as mutually and jointly amended by the Engineer, and Owner, unless expressly indicated otherwise. 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, and one complete printed copy, duly signed and sealed. 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 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 9 of 25 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’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 the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a Constructor to comply with Laws and Regulations applicable to that Constructor’s furnishing and performing of its work. Engineer shall not be responsible for the acts or omissions of any Constructor. J. Engineer neither guarantees the performance of any Constructor nor assumes responsibility for any Constructor’s failure to furnish and perform the Work in accordance with the Construction Contract Documents. K. Engineer shall not be responsible for any decision made regarding the Construction Contract Documents, or 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. Engineer’s services do not include (1) serving as a “municipal advisor” for purposes of the registration requirements of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) or the municipal advisor registration rules issued by the Securities and Exchange Commission, or (2) advising Owner, or any municipal entity or other person or entity, regarding municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, or other similar matters concerning such products or issuances. 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. 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. 3. Engineer shall have and retain the ownership, title, and property rights, including copyright, patent, intellectual property, and common law rights, in the processes by 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 10 of 25 which the services are provided, including any design elements (including but not limited to standard details, drawings, plans, specifications, methodologies, and engineering computations) developed by Engineer or its Subconsultants previous to or independent of this Agreement (“Previously/Independently Created Works”). Owner has no right, title or interest to such processes, and Owner will not claim any right, title or interest thereto. Such processes will be considered Confidential Information of Engineer for purposes of this Agreement. 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 outline in the previous sentence, then Owner and Engineer shall share equally the costs of defending against, settling, or paying such claims. 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 11 of 25 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 and list 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 all 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. 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 12 of 25 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. 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. 1. Upon request by Owner or any other insured, Engineer shall also furnish other evidence of such required insurance, including but not limited to copies of policies and endorsements, documentation of applicable self-insured retentions (if allowed) and deductibles, full disclosure of all relevant exclusions, and evidence of insurance required to be purchased and maintained by Subconsultants and Engineer’s Subcontractors. In any documentation furnished under this provision, Engineer may redact (a) any confidential premium or pricing information and (b) any wording specific to projects or jurisdictions other than those applicable to this Agreement. F. The Owner may chose to procure builder’s risk or similar property insurance for this Project. G. All policies of property insurance relating to the Project, including but not limited to any builder’s risk or similar policy, must 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 will have no rights of recovery against any insured thereunder or against Engineer, its Subconsultants, or Engineer’s Subcontractors. Owner and Engineer waive all rights against each other, Contractor, 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 and Engineer 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 at least 10 days’ prior written notice has been given to the primary insured. Upon receipt of such notice, the primary insured must promptly forward a copy of the notice to the other party to this Agreement and replace the coverage being cancelled or reduced to conform to the requirements of this Agreement. I. At any time, Owner may request that Engineer, or Engineer’s Subcontractors or Subconsultants, at Owner’s sole expense but not to exceed the actual amount incurred, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall obtain and shall require Engineer’s Subcontractors or Subconsultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and Exhibit G will be supplemented to incorporate these requirements. 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 13 of 25 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 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 7 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 7 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. 3. Engineer will have no liability to Owner on account of any termination by Engineer for cause. C. Termination for Convenience: Owner may terminate this Agreement for convenience, effective upon Engineer’s receipt of notice from Owner. D. Extension of Effective Date of Termination: If Owner terminates the Agreement for cause or convenience, Owner may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the 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 14 of 25 Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. Engineer shall be entitled to compensation for such tasks subject to percentage of work completed as of effective date of termination but not as additional services. E. 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. 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, 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 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 15 of 25 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. 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. 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 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 16 of 25 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 of the Project, the Agreement will 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 15 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 and Mutual Waiver 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, agents, 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 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. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, “Limitations of Liability." 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 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 17 of 25 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. Percentage Share of Negligence: To the fullest extent permitted by Laws and Regulations, a party’s total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, will not exceed the percentage share that the party’s negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. If both parties cannot mutually agree on a Percentage Share of Negligence, both parties agree to utilize Dispute Resolution as outline in 6.07. E. Mutual Waiver: To the fullest extent permitted by Laws and Regulations, Owner and Engineer 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 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. Engineer will not be liable for any indirect, punitive, special or consequential damages arising out of or in connection with its obligations under this Agreement and Engineer's liability under this Agreement will not exceed the fees paid by Owner in the prior twelve (12) month period. 6.11 Records Retention A. Engineer shall maintain on file in legible form, for a period of fifteen (15) years following completion or termination of its services, or such other period as required by Laws and Regulations and at a minimum until the statute of limitation expires on the project subject to Iowa Code 614.1, 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) or by registered or certified mail. 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. The failure of either Party to insist in any one or more instances upon 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 18 of 25 performance of any terms or conditions of this Agreement, is not to be construed as a waiver of future performance of any such term or condition, but the obligations of either Party with respect thereto will continue in full force and effect. No waiver will be effective unless in writing and signed by the waiving Party. 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. Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT: (A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT; AND (B) ENGINEER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE AND NON-INFRINGEMENT. Mutual Negotiation: The terms as set forth in this Agreement have been arrived at after mutual negotiation and, therefore, it is the intention of the Parties that its terms may not be construed against one Party by reason of the fact that it was drafted by a particular Party. Waiver of Jury Trial: EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO AND IN ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, DEMAND, DISPUTE OR OTHER MATTER WHATSOEVER ARISING OUT OF THIS AGREEMENT. Authority; Counterparts: Each Party hereby represents and warrants to the other Party that it is lawfully constituted in accordance with the laws of its state or country of incorporation and that its signatory to this Agreement has full power and authority to enter into this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 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. Addenda—Written or graphic instruments issued prior to the opening of bids which clarify, correct, or change the bidding requirements or the proposed Construction Contract Documents. 2. 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. 3. Agreement—This written contract for professional services between Owner and Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. 4. Application for Payment—The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Construction Contract. 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 19 of 25 5. 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. 6. Bidding Documents—Documents related to the selection of the Contractor, including advertisements or invitations to bid; invitation for bids; instructions to bidders, including any attachments such as lists of available Site-related documents; bid forms; bids; bidding requirements; and qualifications documents. 7. 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. 8. Change Proposal—A written request by Contractor, duly submitted in compliance with the procedural requirements set forth in the Construction Contract, seeking an adjustment in Construction Contract Price or Construction Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Construction Contract Documents or the acceptability of Work under the Construction Contract Documents; challenging a set-off against payments due; or seeking other relief with respect to the terms of the Construction Contract. 9. 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. 10. Construction Contract—The entire and integrated written contract between Owner and Contractor concerning the Work. 11. Construction Contract Documents—Those items designated as “Contract Documents” in the Construction Contract, and which together comprise the Construction Contract. See also definition of “Front-End Construction Contract Documents” below. 12. Construction Contract Price—The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Construction Contract Documents. 13. Construction Contract Times—The number of days or the dates by which Contractor must: (a) achieve milestones, if any, in the Construction Contract; (b) achieve Substantial Completion; and (c) complete the Work. 14. 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. 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 20 of 25 15. 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. 16. Contractor—The entity or individual with which Owner enters into a Construction Contract. 17. 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. 18. Drawings—That part of the Construction Contract Documents that graphically shows the scope, extent, and character of the Work to be performed by Contractor. 19. 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. 20. 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. 21. 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. 22. Engineer—The individual or entity named as such in this Agreement. 23. 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. 24. 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. 25. Front-End Construction Contract Documents—Those Construction Contract Documents whose primary purpose is to establish legal and contractual terms and conditions, typically including the Owner-Contractor agreement, bonds, general conditions, and supplementary conditions. The term excludes the Drawings and Specifications, and any 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 21 of 25 Construction Contract Documents delivered or issued after the effective date of the Construction Contract. 26. 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. 27. 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. 28. 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. 29. Record Drawings—Drawings depicting the completed Project, or a specific portion of the completed Project, prepared by Engineer and based on Contractor's record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 30. 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. 31. 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. 32. 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. 33. 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. 34. 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. 35. 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. 36. 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. 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 22 of 25 37. 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. 38. 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. 39. 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. 40. 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. 41. 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. 42. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Construction Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction; furnishing, installing, and incorporating all 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 23 of 25 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. 43.Work Change Directive—A written directive to Contractor issued on or after the effective date of the Construction Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work. 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: 29 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 25 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. 30 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 25 of 25 This Agreement’s Effective Date is July 14, 2026. th th Brian W. Severin, P.E. Director of Technical Services 7/8/2026 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 1 of 10 EXHIBITS TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared By 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 2 of 10 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 Phase II Initital Determination of Practice Suitability ........................................................... 4 1.02 Phase IV Full Design .............................................................................................................. 4 1.03 Phase V Construction Services .............................................................................................. 5 1.04 Services Also Included ........................................................................................................... 6 Article 2— ADDITIONAL SERVICES ........................................................................................................ 6 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 3 of 10 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. Improvements: practices. C Bioreactor for each of the 50 tile outlets that have been investigated. Additionally, upon notification from the Owner, the Engineer will be asked to complete final design at a yet to be determined subset of the of Agriculture and Land Stewardship (IDALS) NRCS IA 5 – Pollution Control NRCS IA 6 – Seeding and Mulching for Protective Cover NRCS IA CPA-4 NRCA IA 9 – Subsurface Drain Investigation, Removal, and Repair NRCS IA 21 – Excavation NRCS IA 45 – Plastic Pipe NRCA IA 95 - Geotextile NRCS IA 604 – Saturated Buffer NRCS IA 605 – Denitrifying Bioreactor NRCS IA 620 – Underground Outlet 2015 International Building Code (IBC) (with local amendments) 2021 Uniform Plumbing Code (UPC) Iowa Code Chapter 455B Iowa Statewide Urban Design and Specifications (SUDAS), including 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 4 of 10 Project Assumptions: The number of final designs that will be requested will be determined by site-suitability, landowner’s willingness to continue participation, Engineer shall provide Basic and Additional Services as set forth below. ARTICLE 1—BASIC SERVICES 1.01 Phase II: Initial Determination of Practice Suitability A. The Project Team will provide field investigation notes and survey data for 50 tile outlets to the Engineer who will determine the feasibility of Saturated Buffer/Bioreactor design and estimate the area of impact. It is expected that the Engineer communicates with the Project Team to ensure data accuracy and that sites are meeting maximum nutrient reduction potential. B. If additional surveying is required for Engineer to determine feasibility, the Project Team will perform surveying at the direction of the Engineer. C. Phase II Deliverables 1. Site/Outlet identification information 2. Aerial photograph 3. Identified tile outlet and alignment, as available 4. Recommended practice (IA CPS 604 or IA CPS 605) 5. Drainage area delineation for each proposed practice 6. Anticipated footprint of proposed practice 7. Budgetary cost estimate 8. Flood plain impacts 9. Other pertinent information 1.02 Phase IV: Full Design A. Upon notification from the Owner on which sites will be moving forward, the Engineer will complete design, provide construction cost estimate, and construction plans for each practice. Practices must be designed following the applicable Iowa NRCS construction practice standard. B. The Engineer will develop engineering plans, operation and maintenance manual, and design report for each landowner. One (1) specification package will be developed assuming all plans will be bid together. Plans will utilize Iowa NRCS standard details and available information necessary to meet the NRCS statement of work. For each practice, the Engineer will provide an engineering Opinion of Probable Construction Cost and a checkout sheet for as-built documentation. If necessary, the Engineer will work with the Owner to prioritize and group plans for bidding purposes or NRCS program deadlines. C. The Project Team will apply for any required floodplain permits. If necessary, the Engineer will provide any documentation/certifications needed to complete the permitting process. 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 5 of 10 D. Phase IV Deliverables 1. Plans and Specifications for selected edge of field practices in accordance with IA CPS 604 and 605 2. Operation and Maintenance Manual for selected edge of field practices in accordance with IA CPS 604 and 605 3. Engineer’s Opinion of Probable Construction Cost for selected edge of field practices 4. Documentation/certifications required for floodplain permitting 5. Construction inspection plan 6. Checkout sheet for as-built documentation 7. It is understood that Owner will conduct bid document preparation, bid letting, and construction contract negotiations, and that the Engineer will not provide services for the bidding and contracting items. If potential bidders have questions during the bidding period, the Engineer will be asked to respond to those inquiries. 1.03 Phase V: Construction Services A. The Engineer will be responsible for facilitating the preconstruction meeting with Project Team and Contractor. Following the preconstruction meeting and in advance of construction, the Engineer will perform construction staking for each practice. The Engineer will also be responsible for shop drawing review of Water Control Structures to ensure they meet design requirements. B. Upon commencement of construction, site conditions may differ from those known during design. Should site conditions require alterations to the design, the Engineer will respond to Change Requests in order to determine the best course of action in response to found conditions. C. Following construction, Engineer will review the checkout sheet for each practice along with as-built drawings submitted by Contractor. Engineer will also perform a site visit with Project Team and Contractor in order to review final site conditions and to generate a punch list. Upon Contractor’s completion of all punch list items, the Engineer will provide a Statement of Completion for each practice. D. Phase V Deliverables 1. Preconstruction meeting agenda and meeting 2. Shop drawing review and response 3. Construction Layout and Benchmark Establishments 4. Construction contract correspondence between parties 5. Responses to any Change Requests 6. Construction documents, survey noted, and construction photos 7. Review of checkout sheets 8. As-built Plan Sheets 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 6 of 10 9. Site visit and punch list generation 6. Statement of Completion for each practice 1.04 SERVICES ALSO INCLUDED A. Schedule. Engineer will work with the Owner after award to develop an overall project schedule. Engineer currently assume a 6-month engineering schedule to complete Phase II & IV. 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 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 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 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, 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 7 of 10 (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 in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 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 8 of 10 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. 24. Providing the following services: 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 9 of 10 a. Services attributable to more prime construction contracts than specified in Exhibit A Paragraph 1.04.A.1. Engineer acknowledges and understands that multiple contracts will be used in Basic Services as set forth and identified by the Owner. 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. 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 10 of 10 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. Protracted or extensive assistance in refining and adjusting of Project equipment and systems (such as initial startup, testing, and balancing). 38. Assistance to Owner in training Owner’s staff to operate and maintain Project equipment and systems. 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 construction surveys and staking to enable Contractor to perform its work other than as required under Exhibit A Paragraph 1.06.B.9; any type of property surveys or related engineering services needed for the transfer of interests in real property; providing construction and property surveys to replace reference points or property monuments lost or destroyed during construction; and providing other special field surveys. 42. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 43. 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). 44. Other additional services performed or furnished by Engineer not otherwise provided for in this Agreement. 41 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 furnish Documents to Owner as required to meet an intended construction start date of Fall 2026 or sooner. Engineer will evaluate and provide to Owner a tentative schedule of review dates, including the development of specifications and procurement, and pertinent dates for permitting, i construction, 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 in Fall 2026 or sooner, and 2) project completion of October 2026 or sooner. 42 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] [Name of Owner] [Name of Engineer] [Name of Project] [Effective Date of Agreement] ☐ 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]. 43 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 44 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 and Contractor 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 45 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 and applicable Construction Contract Documents 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) in the Agreement to create, provide, or maintain an original printed record version of Drawings and Specifications, signed and sealed according to applicable Laws and Regulations; (2) 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 46 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 (3) to comply with any notice requirements limiting or otherwise modifying the acceptance of Electronic Documents for such notice. 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 47 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 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 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 section 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 48 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 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). 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 49 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 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 (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. 50 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 responses to general information requests for which there is no specific a.2 a.3 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, w/Attach a.4 Specifications, Drawings, maps, calculations and spreadsheets, Construction Contract, Bidding/Proposal Documents, and Front-End Attach or LFE a.5 Engineer for future use and modification Attach or a.6 to Owner for future word processing use and modification a.7 data processing use and modification Attach or a.8 processing use and modification Attach or Notes (1) (3) selected by Owner in Exhibit A, Paragraph 1.05.A.1.a. Unless otherwise expressly stated, these documents and Key EMAIL 25 2020 compatible with Office 365 51 Exhibit G—Insurance. 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 State of Iowa Statutory Each accident $1,000,000 Each employee $1,000,000 Policy limit $1,000,000 General Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Bodily Injury and Property Damage—Each Occurrence $1,000,000 Combined Single Limit Combined Single Limit (Bodily Injury and Property Damage) $1,000,000 Each Occurrence $NA General Aggregate $NA Each Claim $1,000,000 Annual Aggregate $1,000,000 52 Exhibit G—Insurance. 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 listed on Engineer's general liability policy 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 10 01 and CG 20 37 10 01 (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. 53 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 1 54 Exhibit I—Limitations 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 55 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 2 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 $106,500 based on the following estimated distribution of compensation: Task Description Total Fee Phase II: Initial Determination of Practice $27,000 Phase IV – Full Design ($1,500 each, 30 $45,000 Phase V: Construction Services ($1,000 $30,000 Post Construction Site Visit & Punch List $ 4,000 Participation in coordinated Project Team Total Not-to-Exceed Amount $106,500 2. Subject to Owner’s prior written approval, 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 Lump Sum 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 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 56 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 2 of 2 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 XX months. If such period of service is extended, the compensation amount for Engineer's services will be appropriately adjusted, but only if the Owner concurs. 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 with 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 included in Exhibit J as ’Hourly Billing Rates by Classification’. d. The amounts billed for Engineer's services under Exhibit A Paragraph 1.01 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 $106,500. Subject to the City’s review and written approval, 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. f. To the extent necessary to verify Engineer's periodic invoices and expenses and upon the Owner’s timely request, Engineer shall make copies of such records available to the Owner at no cost. 57 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 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 Project pursuant to Exhibit A Paragraph 2.01 or 2.02, except for services as a consultant or witness under Exhibit A Paragraph 2.02.A.28 (which if needed will be separately negotiated based on the nature of the required consultation or testimony), 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, 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 1.0. 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. 58 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 2 of 2 3. 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. 59 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 No reimbursables are included in this agreement. 60 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 1 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. Overtime is billed at actual rate. Overtime charges must be approved by the Owner. B. Schedule: Hourly rates for services performed on or after the date of the Agreement are: HOURLY BILLING RATES BY CLASSIFICATION Billing Classification 2025/26 Billing Rate Engineer $135.00/hour 61