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HomeMy WebLinkAboutA001 - Council Action Form dated August 11, 2026ITEM #:17 DATE:08-11-26 DEPT:W&PC SUBJECT:ENGINEERING SERVICES FOR HAULED WASTE RECEIVING SYSTEM COUNCIL ACTION FORM BACKGROUND: The current Hauled Waste Receiving System (HWRS) at the Water Pollution Control Facility (WPCF) has several operational limitations that restrict the facility's ability to reliably receive and process large volumes of hauled waste. The existing system is served by a gravel access drive with inadequate maneuvering space for larger trucks and trailers and at times is unusable due to weather. Limitations in storage capacity and material handling further constrain operations. Increasing the storage capacity, improving automation, and adding redundant pumping capabilities will allow the WPCF to safely and efficiently manage greater volumes of hauled waste while improving reliability for private haulers. Hauled waste received at the WPCF contributes to increased biogas production within the anaerobic digester complex. The resulting biogas is utilized on-site by methane generators and a dual-fuel boiler. These systems provide heat necessary for biosolids treatment and generate electricity that currently offsets approximately 20 percent of the facility's electrical demand. On February 23, 2026, staff issued a Request for Proposals (RFP) for Engineering Services for Hauled Waste Receiving System Improvements. Proposals were accepted through March 12, 2026. Two firms submitted proposals which were reviewed and evaluated by Water & Pollution Control Department staff. Each proposal was independently evaluated based on the firm's relevant experience, project understanding, availability, proposed design approach, and project schedule. Once the technical evaluations were completed and a composite score established, staff opened and reviewed the fee proposals. A summary of the evaluation is shown below: Respondent Technical Proposal Composite Score Fee Proposal Strand Associates, Inc.440 $217,000 HDR Engineering, Inc.404 $389,787 Following review of the technical proposals and fees, staff identified Strand Associates, Inc. as the firm providing the best overall value to the City. Strand Associates received the highest technical score and submitted the lower fee proposal. 1 Staff subsequently negotiated with Strand to further define the services necessary. The negotiated scope includes Preliminary Design, Construction Permitting, and Final Design services. During the negotiation process, additional preliminary design activities were identified by staff (evaluate net present worth and operational considerations of above-grade stainless steel storage tanks versus below-ground concrete vaults; evaluate different heating system alternatives; evaluate mixing system alternatives; add support for geotechnical services to be hired by the City) and were added to the scope of work. As a result, the negotiated contract amount increased from $217,000 to $239,300. The City and Strand anticipate negotiating a future task order for Bidding Phase Services, Construction Phase Services, and Project Closeout Services. The scope and cost for these services will be more accurately defined upon completion of Final Design. Additionally, staff intends to use the base contract terms as a "Master Agreement" with Strand that can be utilized for an unrelated task order for the design of a third lime slaker at the Water Plant. That agreement is anticipated to be presented to Council sometime in September. Funding for the project is included in the Capital Improvements Plan (Cogeneration System Maintenance, FY 2025/26 - $225,000; FY 2026/27 - $1,500,000). Hauled waste revenue received in FY 2025/26 was $314,847. ALTERNATIVES: 1. Award a contract to Strand Associates, Inc., of Ames, Iowa, in the amount of $239,300 to provide engineering services for the Hauled Waste Receiving System Improvements project. 2. Direct staff to negotiate a contract with the other proposing firm. 3. Reject all proposals and provide direction to staff regarding next steps for the project. CITY MANAGER'S RECOMMENDED ACTION: The Hauled Waste Receiving System at the Ames Water Pollution Control Facility has become a limiting factor in the City's ability to efficiently receive and process larger volumes of hauled waste. The proposed improvements will enhance operational safety, increase system reliability for private haulers, improve processing capacity, and support additional biogas production for beneficial on-site use. Staff conducted a Request for Proposals process consistent with the City's purchasing policies and identified Strand Associates, Inc. as the firm offering the best overall value based on qualifications, project approach, and cost. A mutually acceptable scope and fee have been negotiated for the engineering services necessary to advance the project. Therefore, it is the recommendation of the City Manager that the City Council adopt Alternative No. 1 as described above. ATTACHMENT(S): 4429.023.Signed SAI.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. TOC Page 1 of 1 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TABLE OF CONTENTS Page Article 1— Services Of Engineer ................................................................................................................... 1 1.01 Scope ........................................................................................................................................... 1 Article 2— Owner’s Responsibilities ............................................................................................................. 1 2.01 Project Information ..................................................................................................................... 1 2.02 Owner’s Instructions Regarding Bidding and Front-End Construction Contract Documents ..... 2 2.03 Owner-Furnished Services ........................................................................................................... 3 2.04 Owner’s General Responsibilities ................................................................................................ 4 2.05 Payment ....................................................................................................................................... 5 Article 3— Schedule For Rendering Services ................................................................................................ 5 3.01 Commencement .......................................................................................................................... 5 3.02 Time for Completion .................................................................................................................... 6 Article 4— Invoices And Payments ............................................................................................................... 6 4.01 Invoices ........................................................................................................................................ 6 4.02 Payments ..................................................................................................................................... 6 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 .............................................................................................................. 10 6.04 Insurance ................................................................................................................................... 11 6.05 Suspension and Termination ..................................................................................................... 12 6.06 Successors, Assigns, and Beneficiaries ...................................................................................... 13 6.07 Dispute Resolution .................................................................................................................... 14 6.08 Controlling Law; Venue ............................................................................................................. 14 6.09 Environmental Condition of Site ............................................................................................... 14 6.10 Indemnification and Mutual Waiver ......................................................................................... 15 6.11 Records Retention ..................................................................................................................... 16 6.12 Miscellaneous Provisions........................................................................................................... 17 Article 7— Definitions ................................................................................................................................. 17 7.01 Defined Terms ........................................................................................................................... 17 Article 8— Exhibits And Special Provisions ................................................................................................. 22 8.01 Exhibits to Agreement ............................................................................................................... 22 8.02 Total Agreement ........................................................................................................................ 22 8.03 Designated Representatives ...................................................................................................... 23 8.04 Engineer's Certifications ............................................................................................................ 23 8.05 Conflict of Interest ..................................................................................................................... 23 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. Page 1 of 24 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES This is an Agreement between City of Ames, Iowa (Owner) and [Strand Associates, Inc.] (Engineer). Owner’s Project, of which Engineer’s services under this Agreement are a part, is generally identified as Engineering Services for Hauled Waste Receiving Modifications (Project). Other terms used in this Agreement are defined in Article 7. Engineer’s services under this Agreement are generally identified as Preliminary Design, Assistance with Construction Permits, and Final Design. Owner and Engineer further agree as follows: ARTICLE 1—SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. B. All phases of service will include Management of Engineering Services as shown in Exhibit A. ARTICLE 2—OWNER’S RESPONSIBILITIES 2.01 Project Information A. To the extent Owner has not already provided the following, or has new, additional, or revised information from that previously provided, Owner shall provide Engineer, and the Engineer shall assist with Owner in determining the information and data needed by Engineer in the performance of Basic and Additional Services, including Owner’s: 1. design objectives and constraints; 2. space, capacity, and performance requirements; 3. flexibility and expandability needs; 4. design and construction standards; 5. budgetary limitations; and 6. any other available information pertinent to the Project including reports and data relative to previous designs, construction, or investigation at or adjacent to the Site. B. Following Engineer’s assessment of initially-available Project information and data and upon Engineer’s request, Owner shall obtain, furnish, or otherwise make available (if necessary through retention of specialists or consultants) such additional Project-related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services; or, with consent of Engineer, Owner may authorize the Engineer to obtain or provide all or part of such additional information as Additional Services. Such additional information or data may include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Surveys, topographic mapping, and utility documentation. 4. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 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 2 of 24 5. Explorations and tests of subsurface conditions at or adjacent to the Site; geotechnical reports and investigations; drawings of physical conditions relating to existing surface or subsurface structures at the Site; hydrographic surveys, laboratory tests and inspections of samples, materials, and equipment; appropriate professional interpretation of such information or data. 6. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental, historical, or cultural studies relevant to the Project, the Site, and adjacent areas. 7. Data or consultations as required for the Project but not otherwise identified in this Agreement. C. Owner shall review all alternative solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer (including obtaining advice of an attorney, risk manager, insurance counselor, financial/municipal advisor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. D. Owner shall 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 knowingly 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 the work, and other pertinent bidding requirements, as applicable). The Engineer shall prepare for the Owner’s use, after consultation, the following: 1. Owner’s 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 Bidding Documents, and in Front-End Construction Contract Documents; 2. insurance and bonding requirements; 3. protocols for electronic transmittals during bidding and construction; 4. Owner’s safety and security programs applicable to Contractor and other Constructors; 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 3 of 24 5. diversity and other social responsibility requirements; 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. 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. 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 4 of 24 D. With respect to the portions or phases of the Project designed or specified by Engineer, Owner shall provide, obtain, or arrange for: 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 in its capacity as a client, not a design professional or one that has technical expertise, as this is the Engineer’s responsibility, give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of: 1. any development that affects the scope or time of performance of Engineer’s services; 2. the presence at the Site of any Constituent of Concern; or 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 5 of 24 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, 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 services are partially or fully performed. 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 amounts incorporate Engineer’s labor, overhead, profit, and Engineer’s Subcontractor and Subconsultants’ charges. ARTICLE 3—SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date of this Agreement. 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 6 of 24 3.02 Time for Completion A. Engineer shall complete its obligations within a reasonable time. Specific periods of time for rendering services, or specific dates by which services are to be completed, are provided in Exhibit B, and are hereby agreed to be reasonable. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer’s services is impaired, or Engineer’s services are delayed or suspended 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 as indicated in 2.07.C. 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) in Exhibit A Paragraph 1.01.A, and the terms of Exhibit J. Invoices will include a breakdown of services provided. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B. Disputed Invoices: If Owner disputes an invoice, either as to amount or entitlement, then Owner shall promptly advise Engineer in writing of the specific basis for doing so; may withhold only that portion so disputed; and must pay the undisputed portion, subject to the 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 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 7 of 24 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 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. 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 8 of 24 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 bidding 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 2018 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 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. 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 9 of 24 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 any design elements (including but not limited to standard details, drawings, plans, specifications, methodologies, and engineering computations) used in the Documents, but developed by Engineer or its Subconsultants previous to or independent of this Agreement (“Previously/Independently Created Works”). Engineer shall provide appropriate verification of such previous or independent development upon Owner’s request. 4. Upon receipt by Engineer of full payment due and owing for all services relating to preparation of the Documents, Engineer will issue to Owner a royalty-free, nonexclusive and irrevocable license to use such Previously/Independently Created Works on the Project or on any extension of the Project. 5. Owner acknowledges that the Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer. 6. Any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner’s sole risk and without liability or legal exposure to 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 10 of 24 Engineer or to its officers, directors, members, partners, agents, employees, and Consultants. 7. Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer. 8. Such limited license to Owner shall not create any rights in third parties. 9. Nothing herein limits the Engineer’s right of use or reuse of Previously/Independently Created Works or any of Engineer’s non-Document work product. B. If Engineer at Owner’s request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project in the future or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. C. Engineer shall inform Owner in writing if Engineer is aware of any invention, design, process, product, or device specified in the Drawings, Specifications, or other Documents that is subject to payment (whether by Owner or Contractor) of any license fee or royalty to others, as required by patent rights or copyrights. If Engineer’s good-faith inclusion in the Drawings, Specifications, or other Documents of new, innovative, or non-standard technologies, for the benefit of Owner and the Project, results in third-party claims of infringement or violation of intellectual property rights, and such inclusion does not meet the criteria outlined in the previous sentence, then Owner and Engineer shall share equally the costs of defending against, settling, or paying such claims. 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 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 11 of 24 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. D. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer, its Subconsultants, and Engineer’s Subcontractors to be listed as additional insureds with respect to such liability insurance purchased and maintained by Contractor for the Project. 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 choose 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 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 12 of 24 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. 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 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 13 of 24 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. C. Termination for Convenience: Owner may terminate this Agreement for convenience, effective upon Engineer’s receipt of notice from Owner. D. Payments Upon Termination: In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement plus any reimbursable expenses incurred through the effective date of termination. Upon making such payment, Owner will have the limited right to the use of Documents, at Owner’s sole risk, subject to the provisions of Paragraph 6.02.A. 1. If Owner has terminated the Agreement for cause and disputes Engineer’s entitlement to compensation for services and reimbursement of expenses, then Engineer’s entitlement to payment and Owner’s rights to the use of the Documents will be resolved in accordance with the dispute resolution provisions of this Agreement or as otherwise agreed in writing. 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: 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 14 of 24 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 relating to this Agreement or the breach thereof (“Disputes”) to mediation. Owner and Engineer agree to participate in the mediation process in good faith. The process will be conducted on a confidential basis, and must be completed within 120 days. Owner and Engineer shall equally share in all costs of mediation. 3. If the parties fail to resolve a Dispute through negotiations under Paragraph 6.07.A.1 or mediation under Paragraph 6.07.A.2, then the parties may exercise their rights at law in a court of competent jurisdiction (in Story County, Iowa). 6.08 Controlling Law; Venue A. This Agreement is to be governed by the Laws and Regulations of the state of Iowa with venue in the appropriate state and/or federal courts for Story County, Iowa. 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 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 15 of 24 Owner, or as part of the work under a construction or remediation contract, are not undisclosed Constituents of Concern if Engineer has been informed of the general scope of such contract. C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (1) Owner and (2) appropriate authorities having jurisdiction if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Engineer’s scope of services does not include any services related to undisclosed Constituents of Concern. If Engineer or any other party encounters, uncovers, or reveals an undisclosed Constituent of Concern, or if encountered, uncovered, or revealed Constituents of Concern are present in substantially greater quantities or substantially different locations than disclosed or anticipated, or if investigative or remedial action, or other professional services, are necessary or required by applicable Laws and Regulations with respect to such Constituents of Concern, then Engineer may, at its option and without liability for direct, consequential, or any other damages, suspend performance of services on the portion of the Project adversely affected thereby until such portion of the Project is no longer so affected; and Owner shall promptly determine whether to retain a qualified expert to evaluate such condition or take any necessary corrective action. E. If the presence at the Site of undisclosed Constituents of Concern, or of Constituents of Concern in substantially greater quantities or in substantially different locations than disclosed or anticipated, adversely affects the performance of Engineer’s services under this Agreement, then: 1. if the adverse effects do not preclude Engineer from completing its Project services in general accordance with this Agreement on unaffected or marginally affected portions of the Project, the Agreement may be amended to reflect changes necessitated by the presence of such Constituents of Concern; or 2. if the adverse effects are of such materiality to the overall performance of Engineer that it cannot complete its services without significant changes to the scope of services, time of completion, and compensation, then Engineer may terminate this Agreement for cause on 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 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 16 of 24 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 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 mutually waive against each other, and the other’s officers, directors, members, partners, agents, employees, subconsultants, and insurers, any and all claims for or entitlement to 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. 6.11 Records Retention A. Engineer shall maintain on file in legible form, for a period of time equal to the Iowa Code Statue of Limitations 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. 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 17 of 24 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. E. Accrual of Claims: To the fullest extent permitted by Laws and Regulations, all causes of action arising under this Agreement will be deemed to have accrued, and all statutory periods of limitation will commence, no later than the date of Substantial Completion; or, if Engineer’s services do not include Construction Phase services, or the Project is not completed, then no later than the date of Owner’s last payment to Engineer. F. Assignment: This agreement may not be assigned or transferred by either party without the prior written consent of the other party. G. Independent Contractor Status: The Engineer agrees that the relationship between Engineer and the Owner is that of an independent contractor for employment tax purposes. The Engineer shall be solely responsible for all taxes relating to payments under this agreement including those of employees. 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 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 18 of 24 which is to be accompanied by such supporting documentation as is required by the Construction Contract. 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; Front- End Construction Contract Documents; bidding requirements; qualifications documents; Drawings and Specifications. 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. 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 19 of 24 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. 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. 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 20 of 24 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 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. 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 21 of 24 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. 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 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 22 of 24 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 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. 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 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 23 of 24 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: 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. 28 29 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 10 EXHIBITS TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared By 30 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 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 ................................................................................................................... 3 1.01 Preliminary Design Phase ...................................................................................................... 3 1.02 Construction Permits ............................................................................................................ 4 1.03 Final Design Phase ................................................................................................................. 4 Article 2— ADDITIONAL SERVICES ...................................................................................................... 26 31 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 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. capacity Improvements: control of hauled waste. Complex near the west edge of the WPC Facility. The area is serviced by a gravel drive and has limited space for trucks/trailers to maneuver. Haulers discharge waste to the system via a camlock connection. The discharged waste is processed through a grinder before emptying into a 10’ x 8’ x 6.25’ concrete pit with an approximate usable capacity of 3,500 gallons. Waste is then pumped continuously from the concrete pit to one of two primary digesters by a manually controlled rotary lobe pump and manually operated valves. The route that the hauled waste follows shares a common header with the primary clarifier sludge pumps, waste. The combination of the limited storage capacity of the concrete pit and lack of automation creates operational difficulties when accepting control the pump or valves, the operator accepting the hauled waste 32 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 10 Digester Capacity & Gas Handling: The two primary digesters have an approximate total volume of 192,500 ft3 and the current average digester loading is approximately loading capacity of 14,450 pounds VS/day. Using a Chemical Oxygen Demand (COD) 50,000 – 17,000 – 34,000 gallons per day of hauled waste. This variability will process. This volume of hauled waste would still allow the WPC Facility to maintain a greater than 20- digester flow the facility has observed since 2014. Gas produced by the anaerobic digesters is currently utilized through a combination of a dual- electricity production, and a digester gas flare. Using an assumed gas production value of 15 cubic feet per pound of VS destroyed, the WPC Facility produces approximately 40,000 cubic feet per day of digester gas. Operational conditions are considered when deciding where to temperature, exterior temperature, gas s production, and peak shaving for plant electricity usage. Recent analytical data on the digester gas shows an average value of 63% Methane and 1,850 PPMv Hydrogen Sulfide. Hydrogen Sulfide results have also exceeded the permit limit of 2,500 PPMv in 3 of the Engineer shall provide Basic and Additional Services as set forth below. ARTICLE 1—BASIC SERVICES 1.01 Task 1. Preliminary Design A.Meet with Owner to determine appropriate design criteria to address: 1.Current constraints to ingress/egress to the hauled waste receiving area, including evaluation of need for a segmental block retaining wall to integrate modifications with existing site conditions 2.Evaluate remaining useful life of existing grinder equipment used for preliminary treatment for hauled waste receiving 3.Storage/equalization for hauled waste prior to pumping, including net present worth evaluation of stainless-steel silo or subgrade cast-in-place concrete tank 33 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 10 4. Net present worth evaluation of two heating system alternatives and two mixing system alternatives for stored hauled waste 5. Operational flexibility, pumping redundancy, and automation 6. Evaluation of integrating hauled waste receiving modifications with existing structures. It is currently not planned to construct a new building for equipment associated with the modifications, redundant pumping is planned to be located in the existing digester complex 7. Potential impacts on digester gas quality, specifically Hydrogen Sulfide, from increased processing of hauled waste. Engineer will request hauled waste sulfur data from Owner and evaluate potential increases in digester gas hydrogen sulfide concentrations and loadings. Engineer will develop an IDNR air permit application and request appropriate limits to accommodate for the revised operations and project modifications B. Identify geotechnical investigation needs for design and assist Owner in soliciting proposals from qualified firms. Owner shall contract with selected firm. Provide approximate dimensions, elevations, and weights of structures as input for geotechnical engineer’s foundation recommendations. C. Develop preliminary process schematics and layouts of Owner-selected alternatives. D. Prepare a Facility Plan amendment describing proposed improvements and submit to IDNR. E. Prepare an Opinion of Probable Construction Costs (OPCC) at the conclusion of the preliminary design phase. If during the final design there are significant deviations from the preliminary design that would materially alter the construction costs, those impacts should be discussed with Owner before completing the design effort. At the time that the Ames City Council is asked to issue a Notice to Bidders, a final Engineer’s OPCC will be required. F. Assist Owner with developing an overall project schedule. Engineer currently anticipates a 10- month engineering schedule to complete the design phase. G. Conduct one preliminary design review meeting with Owner. 1.02 Task 2. Final Design A. Prepare technical specifications and drawings suitable for competitive bidding. B. Conduct one final design review meeting with Owner. C. One hard copy and one electronic copy of Contract Plans and Specifications will be prepared by the Engineer and presented to the Owner. Bidding documents will be issued by the City of Ames Purchasing Division. D. The final bidding documents will utilize the EJCDC front-end documents, including any applicable City standards and SUDAS standards. 1.03 Task 3. Construction Permits A. The Engineer shall assist the Owner in obtaining applicable permits for construction from the Iowa DNR, Story County, Corps of Engineers, and/or any other entity as appropriate. Engineer shall prepare a Storm Water Pollution Prevention Plan. Permit fees, if any, will be paid directly by the Owner. Trade permits required for the project shall be the responsibility of the Contractor. 34 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 10 ARTICLE 2—ADDITIONAL SERVICES REQUIRING OWNER’S PRIOR WRITTEN AUTHORIZATION BEFORE PROCEEDING A. Engineer shall advise Owner in writing, prior to commencing any additional services, that Engineer is proposing to commence to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer must obtain specific advance written authorization from Owner. Engineer shall not perform or furnish such Additional Services until receipt of written notice to proceed from Owner. These services are not included as part of Basic Services, are subject to Owner’s consideration and approval and may be paid for by Owner as indicated in Exhibit J. 1. Substantive design and other technical services in connection with Work Change Directives, Change Proposals, and Change Orders to reflect changes requested by Owner. 2. Services essential to the orderly progress of the Bidding 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 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, (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. 35 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 10 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. 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. 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. 36 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 10 18. Services resulting from Owner’s request to evaluate additional Study and Report Phase alternative solutions. 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: a. Services attributable to more prime construction contract. 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, construction management, cost estimating, project peer review, value engineering, and constructability review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other documents as a result of such review 37 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 10 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; and preparing Construction Contract Documents for alternate bids. 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. 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. 38 Exhibit A—Engineer’s Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 10 39. Assistance to Owner in developing systems and procedures for (a) control of the operation and maintenance of Project equipment and systems, and (b) related recordkeeping. 40. 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). 41. Overtime work requiring higher than regular rates. 42. Providing construction surveys and staking to enable Contractor to perform its work other than as required 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. 43. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 44. 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). 45. Other additional services performed or furnished by Engineer not otherwise provided for in this Agreement. 39 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 June 2027. Engineer will evaluate and provide to Owner a tentative schedule of services for this Agreement including review dates, the development of specifications and procurement, and pertinent dates for permitting, 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) anticipated project construction commencement in June 2027, and 2) anticipated project completion of September 2028. ACTION SCHEDULE Project Kickoff August 2026 Design August-December 2026 40 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]. 41 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 42 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 43 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 44 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 Project website or other communications protocol, upon which the Parties may rely for document archiving during the specified term of operation of such project document archive. Further, each party remains solely responsible for its own post- Project back-up and archive of project documents, as each party deems necessary 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 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 4 of 5 distribution of a specific Document is expressly stated in Exhibit A, then the Exhibit A format will take precedence. If no specific format is identified for distribution of a deliverable Document to third parties, the format will be Portable Document Format (PDF). 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. 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 5 of 5 D. Requests by Project-Related Parties for Electronic Documents in Other Formats 1. Owner may release (or direct Engineer to release) an Electronic Document version of a Document prepared by or for Engineer, including but not limited to a deliverable Document as set forth in Exhibit F Paragraph 1.01.C, in a format other than those identified in Exhibit F Paragraph 1.01.B or 1.01.C of the Electronic Documents Protocol, or elsewhere in the Agreement, only if (a) a Contractor or other Project-related party (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. 47 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 48 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 Each Claim $ General Aggregate $ Each Claim $ General Aggregate $ 49 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. 50 Exhibit I—Limitation of Liability. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT I—LIMITATIONS OF LIABILITY ARTICLE 1—LIMITATIONS OF LIABILITY Paragraph 6.10 of the Agreement is supplemented to include Exhibit I Paragraph(s) [specify 1.01, Mutual Indemnification; 1.02, Limitation of Engineer's Liability; or both]: A. Engineer's Liability Limited to Amount of Insurance Proceeds: Engineer shall procure and maintain insurance as required by and set forth in Exhibit G to this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by Laws and Regulations, the total liability, in the aggregate, of Engineer and Engineer's officers, directors, members, partners, agents, employees, Subconsultants, and Engineer's Subcontractors to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever (including but not limited to direct, indirect, special, incidental, punitive, exemplary, or consequential damages) arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied, of Engineer or Engineer's officers, directors, members, partners, agents, employees, Subconsultants, or Engineer's Subcontractors (hereafter "Owner's Claims"), will be limited to (1) responsibility for payment of all or the applicable portion of any deductibles, either directly to the Engineer's insurers or in settlement or satisfaction, in whole or in part, of Owner's Claims, and (2) total insurance proceeds paid on behalf of or to Engineer by Engineer's insurers in settlement or satisfaction of Owner's Claims under the terms and conditions of Engineer's applicable insurance policies up to the amount of insurance required under this Agreement. 1. Such limitation will not be reduced, increased, or adjusted on account of legal fees paid, or costs and expenses of investigation, claims adjustment, defense, or appeal. 2. If no such insurance coverage is provided with respect to Owner's Claims, then the total liability, in the aggregate, of Engineer and Engineer's officers, directors, members, partners, agents, employees, Subconsultants, and Engineer's Subcontractors, to Owner and anyone claiming by, through, or under Owner, for any and all such uninsured Owner's Claims will not exceed $1,000,000. 51 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet BC-1: Basic Services—Lump Sum. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES COMPENSATION PACKET BC-1: BASIC SERVICES—LUMP SUM ARTICLE 1—COMPENSATION PACKET BC-1: BASIC SERVICES—LUMP SUM 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)—Lump Sum Method of Payment 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 Lump Sum amount of $ 239,300. 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 Lump Sum, Engineer is also entitled to reimbursement from Owner for Reimbursable Expenses provided in Appendix 1. 5. The portion of the total Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate of the percentage of the total services actually completed during the billing period. If any Reimbursable Expenses are expressly allowed, Engineer may also bill for any such Reimbursable Expenses incurred during the billing period. B. Period of Service: The compensation amount stipulated in Compensation Packet BC-1 is conditioned on a period of service not exceeding 10 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. 52 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet AS-1: Additional Services—Standard Hourly Rates. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 2 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES COMPENSATION PACKET AS-1: ADDITIONAL SERVICES—STANDARD HOURLY RATES ARTICLE 2—COMPENSATION PACKET AS-1: ADDITIONAL SERVICES—STANDARD HOURLY RATES Article 2 of the Agreement is supplemented to include the following Exhibit J Paragraph 2.01: No Additional Services or Additional Reimbursable Expenses shall be incurred prior to 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. 53 Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet AS-1: Additional Services—Standard Hourly Rates. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 2 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. 54