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150030_FCEDA & KLJ_Master Task Order Agmt
STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TASK ORDER EDITION THIS IS AN AGREEMENT effective as of March 28, 2013 ("Effective Date") between Flathead County Economic Development Authority ("Owner") and KU ("Engineer"). From time to time Owner may request that Engineer provide professional services for Specific Projects. Each engagement will be documented by a Task Order. This Agreement sets forth the general terms and conditions which shall apply to all Task Orders duly executed under this Agreement. Owner and Engineer agree as follows: ARTICLE 1— SERVICES OF ENGINEER 1.01 Scope A. Engineer's services will be detailed in a duly executed Task Order for each Specific Project. Each Task Order will indicate the specific tasks and functions to be performed and deliverables to be provided. Basic and Additional Services that may be included in a Task Order are set forth in Exhibit A, "Schedule of Engineer's Services." B. The general format of a Task Order is shown in Attachment 1 to this Agreement. C. This Agreement is not a commitment by Owner to Engineer to issue any Task Orders. D. Engineer shall not be obligated to perform any prospective Task Order unless and until Owner and Engineer agree as to the particulars of the Specific Project, Engineer's services, Engineer's compensation, and all other appropriate matters. 1.02 Task Order Procedure A. Owner and Engineer shall agree on the scope, time for performance, and basis of compensation for each Task Order. Each duly executed Task Order shall be subject to the terms and conditions of this Agreement. B. Engineer will commence performance as set forth in the Task Order. ARTICLE 2 — OWNER'S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein, in Exhibit B, "Schedule of Owner's Responsibilities," and in each Task Order. EJCDCNo. E-505Standard Form ofAgreement Between Owner and Engineer for Professional Services —'task Order Edition Copyright ® 2004 National Society of Professional Engineers for EJCDC. All rights reserved. Pop 1 of 18 B. Owner shall pay Engineer as set forth in Exhibit C. C. Owner shall be responsible for, and Engineer may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information fiirnished by Owner to Engineer pursuant to this Agreement. Engineer may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement. ARTICLE 3 — TERM; TIMES FOR RENDERING SERVICES 3.01 Tera A. This Agreement shall be effective and applicable to Task Orders issued hereunder for 5 years from the Effective Date ofthe Agreement. B. The parties may extend or renew this Agreement, with or without changes, by written instrtunent establishing a new term. 3.02 Times for Rendering Services A. The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Engineer will perform services and provide deliverables within a reasonable time. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer's services is impaired, or Engineer's services are delayed or suspended, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Specific Project, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. D. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer's performance of its services. E. If Engineer fails, through its own fault, to complete the performance required in a Task Order within the time set forth, as duly adjusted, then Owner shall be entitled to the recovery of direct damages resulting from such failure. ARTICLE 4 — PAYMENTS TO ENGINEER, 4.01 Invoices A. Preparation and Submittal ofInvoices Engineer shall prepare invoices in accordance with its standard invoicing practices, the terms of Exhibit C, and the specific Task Order. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 34 days ofreceipt. EJCDC No. E-505 Standard Corm ofAgreement Bchveen Owner and Engineer for Professional Services —Task Order Ldition Copyright 0 2004 National Society of Professional .Engineers for LJCDC. All rights reserved. Page2 of18 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. Failure to Pay. If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice, then: the compounded amount due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and 2. Engineer may, after giving seven days written notice to Owner, suspend services under any Task Order issued until Owner has paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices. If Owner contests an invoice, Owner may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions. If after the Effective Date ofa Task Order any governmental entity takes a legislative action that imposes taxes, fees, or charges on Engineer's services or compensation under the Task Order, then the Engineer may invoice such new taxes, fees, or charges as a Reimbursable Expense to which a factor of 1.0 shall be applied. Owner shall pay such invoiced new taxes, fees, and charges; such payment shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C and the specific Task Order. ARTICLE 5 — OPINIONS OF COST 5.01 Opinions ofProbable Construction Cost A. Engineer's opinions of probable Construction Cost are to be made on the basis of Engineer's experience and qualifications and represent Engineer's best judgment as an experienced and qualified professional generally familiar with the construction industry. However, since 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 proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner wishes greater assurance as to probable Construction Cost, Owner shall employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction. Cost Limit A. If a Construction Cost limit is established between Owner and Engineer in a Task Order, Engineer's rights and responsibilities with respect thereto will be governed by Exhibit F, Construction Cost Limit," to this Agreement. EJCDC No. E-505 Standard Form ofAgreement Behveen owner and Engineer forProfessional Services —Task Order Edition Copyright ® 2004 National Society of Professional Engineers for EJCDC. All rights reserved. Page3 ofr8 5.03 Opinions ofTotal Project Costs A. The services, if any, of Engineer with respect to Total Project Costs for a Specific Project shall be limited to assisting the Owner in collating the various cost categories which 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 ofPerformance A. 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 Engineer's services. B. Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct any such deficiencies in technical accuracy without additional compensation except to the extent such corrective action is directly attributable to deficiencies in Owner-finnished information. C. Engineer shall serve as Owner's prime professional under each Task Order. Engineer may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Subject to the standard of care set forth in Paragraph 6.0l.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Engineer and Owner shall comply with applicable Laws and Regulations and the Owner - mandated standards that Owner has provided to Engineer in writing. This Agreement is based on these requirements as of the Effective Date of each Task Order. Changes to these requirements after the Effective Date of each Task Order may be the basis for modifications to Owner's responsibilities or to Engineer's scope of services, times of performance, and compensation. F. Engineer shall not be required to sign any documents, no matter by who requested, that would result in Engineer having to certify, guarantee, or warrant the existence of conditions whose existence Engineer cannot ascertain within its services for that Specific Project. Owner agrees not to make resolution of any dispute with Engineer or payment of any amount due to the Engineer in any way contingent upon Engineer signing any such certification. G. Engineer shall not at any time supervise, direct, or have control over a Contractor's work, nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by a Contractor, for security or safety at any Site, for safety precautions and programs incident to a Contractor's work in FICDC No. U505 Standard Form of Agreement Behveen Owner and Engineer for Professional Services —'rash Order Edition Copyright m 2004 National Society of Professional Engineers for EJCDC. All rights reserved. Page 4 of 18 progress, nor for any failure of a Contractor to comply with Laws and Regulations applicable to a Contractor's finishing and performing the Work. H. Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. Engineer shall not be responsible for the acts or omissions of any Contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons (except Engineer's own employees and its Consultants) at a Site or otherwise furnishing or performing any of a Contractor's work; or for any decision made on interpretations or clarifications of the Contract Documents given by Owner without consultation and advice ofEngineer. J. The General Conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee (Document No. C-700, 2002 Edition) unless both parties mutually agree in a Task Order to use other General Conditions. 6.02 Design Without Construction Phase Services A. For each design performed or furnished by Engineer, if Owner does not retain Engineer, by Task Order or otherwise, for project observation, or review of a Contractor's performance, or any construction phase services, and such services will be provided by Owner or others, then (1) Engineer shall have no design or shop drawing review obligations dining construction; (2) Owner assumes all responsibility for the application and interpretation of the Contract Documents, contract administration, construction observation and review, and all other necessary construction phase engineering and professional services; and (3) Owner waives any claims against the Engineer that may be in any way connected thereto. In such a case, Engineer's Basic Services under the applicable Task Order will be considered to be completed upon completion of the Final Design Phase or Bidding or Negotiating Phase as outlined in Exhibit A and the Task Order. 6.03 Use ofDocuments A. All Documents are instruments of service in respect to a Specific Project, and Engineer shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Engineer) whether or not the Specific Project is completed. Owner shall not rely in any way on any Document unless it is in printed form, signed or sealed by the Engineer or one of its Consultants. B. A party may rely that data or information set forth on paper (also known as hard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are fiinrished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. C. Because data stored in electronic media foimat can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the EJCDC No. E-505 Standard Form of Agreement Between Owner and Engineer for Professionni Services— Task Order Edition Copyright O 2004 National Society of Professional Engineers for UCDC. All rights reserved. Page 5 of 18 receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60 -day acceptance period will be corrected by the party delivering the, electronic files. D. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents' creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Specific Project by Owner. Engineer grants Owner a license to use the Documents on the Specific Project, extensions of the Specific Project, and other projects of Owner, subject to the, following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Specific Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Specific Project or on any other project without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended., will be at Owner's sole risk and without liability or legal exposure to Engineer or its Consultants; (3) Owner shall indemnify and hold harmless Engineer and Engineer's Consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification without written verification, completion, or adaptation by Engineer; (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner's request verifies or adapts the Documents for extensions of the Specific Project or for any other project, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. 6.04 Insurance A. At all times when any Task Order is under performance, Engineer shall procure and maintain insurance as set forth in Exhibit G, "Insurance." Engineer shall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Engineer which is applicable to a Specific Project. B. At all times when any Task Order is under performance, Owner shall procure and maintain insurance as set forth in Exhibit G. Owner shall cause Engineer and its Consultants to be listed as additional insureds on any general liability or property insurance policies carried by Owner which are applicable to a Specific Project. C. Owner shall require Contractors to purchase and maintain general liability and other insurance in accordance with the requirements of Paragraph 5.04 of the Standard General Conditions of the Construction Contract (No. C-700, 2002 Edition) of the Engineers Joint Contract Documents Committee, and to cause Engineer and its Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractors. D. Owner and Engineer shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to EJCDC No. &5OSStandard corm ofAgreetnentflebyeen Owner and Engineer for ProfessionRISci-vices—faskOi-derEdition Copyright 2004 National society of Professional Engineers for FMCDC. All rights reserved. Page 6 of 18 commencement of Engineer's services under any Task Order and at renewals thereafter during the life ofthis Agreement, E. All policies of property insurance relating to a Specific Project shall contain provisions to the effect that Engineer's and its Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Engineer or its Consultants, or any insureds or additional insureds thereunder. F. Under the terms of any Task Order, or after commencement of performance of a Task Order, Owner may request that Engineer or its Consultants, at Owner's sole expense, 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 its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner. 6.05 Suspension and Termination A. Suspension 1. By Owner: Owner may suspend a Task Order upon seven days written notice to Engineer. 2. By Engineer: If Engineer's services are substantially delayed through no fault of Engineer, Engineer may, after giving seven days written notice to Owner, suspend services under a Task Order. B. Tennination. The obligation to provide further services under this Agreement, or under a Task Order, may be terminated: I . For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms ofthis Agreement or any Task Order through no fault of the terminating party. b. By Engineer: 1) upon seven days written notice if Owner demands that Engineer finnish or perform services contrary to Engineer's responsibilities as a licensed professional; or 2) upon seven days written notice if the Engineer's services under a Task Order are delayed or suspended for more than 90 days for reasons beyond Engineer's control. 3) Engineer shall have no liability to Owner on account of such termination. C. Notwithstanding the foregoing, neither this Agreement nor the Task Order will terminate under Paragraph 6.05.B.1.a if the party receiving such notice EJCDC No. E-505 Standard Form ofAgreement Between Owner and l ngincer for Professional Services— Taslc Order Edition Copyright ® 2004 National Society of Professional Engineers for EJCDC. All rights reserved. Page 7 of 18 begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cube period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, a. By Owner effective upon Engineer's receipt of notice from Owner. C. Effective Date of'Termination. The terminating party under Paragraph 6.05.13 may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Task Order materials in orderly files. D. Payments Upon Termination 1. 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 and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner shall have the limited right to the use of Documents, at Owner's sole risk, subject to the provisions of Paragraph 6.03.E. 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.05.D.1, to invoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer's Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.06 Controlling Lam, and Venue A. This Agreement is to be governed by the law of the state in which the principal office of the Owner is located. Any litigation that may arise concerning this agreement will be held in the venue of District Court, Flathead County, Montana, l lth Judicial District, 6.07 Successors, Assigns, and Beneficiaries A. Owner and Engineer each is hereby bound and the partners, successors, executors, administrators and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations ofthis Agreement. EJCAC No. r,505 Standard Form of Agreement Behveen Owner and Engineer for Professional Services —rash Order Edition Copyright 0 2004 National Society ofProfessional Engineers for EJCUC. All rights reserved. Page 8 or 18 B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent ofthe other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise -to any duty owed by Owner or Engineer to any Contractor, Contractors subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. 2. 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. 3. The Owner agrees that the substance of the provisions of this Paragraph 6.07.0 shall appear in any Contract Documents prepared for any Specific Project under this Agreement. D. Owner agrees that the substance of the provisions of this Paragraph 6.07.0 shall appear in the Contract Documents. 6.08 Dispute Resolution A. 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 the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights under law. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. 6.09 Environmental Condition ofSite A. With respect to each Task Order, Specific Project, and Site: Owner has disclosed to Engineer in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. 2. Owner represents to Engineer that to the best of its knowledge no Constituents of Concern, other than those disclosed in writing to Engineer, exist at the Site. 3. If Engineer encounters an undisclosed Constituent of Concern, then Engineer shall notify (a) Owner and (b) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. EJCDC No. E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services—Task Order Edition Copyright 02004 Notionnl Society ofProfessional Engineers for EJCDC. All rights reserved. Page 9 ofI8 4, It is acknowledged by both parties that Engineer's scope of services does not include any services related to Constituents of Concern. If Engineer or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern, then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Specific Project affected thereby until Owner: (1) retains appropriate specialist consultant(s) or contractor(s) to identify and, as a1,1,.,,1..;ate, abate, remediate, or remove the Constituents of Concern; and (2) warrants that the Site is in fill] compliance with applicable Laws and Regulations. 5, If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer's services under this Agreement, then the Engineer shall have the option of (a) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (b) terminating this Agreement for cause on 30 days notice. 6. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall 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 law, Engineer shall indemnify and hold harmless Owner, and Owner's officers, directors, partners, agents, consultants, and employees from and against any and all claims, costs, losses, and damages including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to this Agreement, any Task Order, or any Specific Project, provided that any such claim, cost, loss, or damage 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 therefiom, but only to the extent caused by any negligent act or omission of Engineer or Engineer's officers, directors, partners, employees, or Consultants. The indemnification provision of the preceding sentence is subject to and limited by the provisions agreed to by Owner and Engineer in Exhibit I, "Allocation of Risks," if any. B. Indemnification by Owner. To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer's officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to this Agreement, any Task Order, or any Specific Project, provided that any such claim, cost, loss, or damage 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 therefiom, but only to the extent caused by any negligent act or omission of Owner or Owner's officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Specific Project. EJCDC No, rs-505 Standard Farm ofAgreement Between Owner And Engineer fm• Professional Services —Task order Edition Copyright © 2004 National Society of Professional Engineers for EJCDC. All rights reserved. PAge 10 of18 C. Environmental Indemniflcatlon. In addition to the indemnity provided under Paragraph 6.10.B of this Agreement, and to the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, partners, agents, employees, and Consultants fiom and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all coral, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under any Site, provided that (i) any such claim, cost, loss, or damage 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 therefiom, and (ii) nothing in this Paragraph shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willfid misconduct. D. Percentage Share of Negligence. To the fullest extent permitted by law, 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, shall 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. E. Mutual Waiver. To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other's employees, officers, directors, agents, insurers, partners, and consultants, 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 the Specific Project, 6.11 Miscellaneous Provisions A. Notices. Any notice required under this Agreement will be in writing, non -electronic means, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival. 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 shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver. A party's non -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims. To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. EJCDC No. E-505 Stnndard Form of Agreement Behveen Owner and Engineer for Yrofessionel Services --Tawe Order Edition Copyright ® 2004 National Society ofProfessional Engineers for EJCDC. All rlghts reserved. Page 11 of 18 F. Applicability to Task Orders. The terns and conditions set forth in this Agreement apply to each Task Order as if set forth in the Task Order, unless specifically modified. In the event of conflicts between this Agreement and a Task Order, the conflicting provisions of the Task Order shall take precedence for that Task Order. The provisions of this Agreement shall be modified only by a written instrument. Such amendments shall be applicable to all Task Orders issued after the effective date of the amendment if not otherwise set forth in the amendment. G. Non -Exclusive Agreement. Nothing herein shall establish an exclusive relationship between Owner and Engineer. Owner may enter into similar agreements with other professionals for the same or different types of services contemplated hereunder, and Engineer may enter into similar or different agreements with other owners for the same or different services contemplated hereunder. ARTICLE 7 — DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto and any Task Order) terms including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits or Task Order, or in the following provisions: 1. Addenda — Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 2. Additional Services — Services to be performed for or furnished to Owner by Engineer in accordance with a Task Order which are not included in Basic Services for that Task Order. 3. Agreement — This "Standard Form of Agreement between Owner and Engineer for Professional Services — Task Order Edition" including those Exhibits listed in Auricle 8 and any duly executed Task Order. 4. Application for Payment — The form acceptable to Engineer which is to be used by a Contractor in requesting progress or final payments for the completion of its Work and which is to be accompanied by such supporting documentation as is required by the Contract Documents. S. Asbestos — Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Basic Services — Specified services to be performed for or furnished to Owner by Engineer in accordance with a Task Order. 7. Bid — The offer or proposal of a bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 8. Bidding Documents — The advertisement or invitation to Bid, instructions to bidders, the Bid form and attachments, the Bid bond, if any, the proposed Contract Documents, and all Addenda, if any. EJCDC No. E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services —'task Order Edition Copyright m 2004 National Society of Professional Engineers for EJCDC. All rights reserved. Page 12 of 18 9. Change Order — A document recommended by Engineer, which is signed by a Contractor and Owner to authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times. 10. Constituent of Concern — Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes listed, regulated, or addressed pursuant to a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA" ); (d) the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; and (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. H. Construction .4greement — The written instrument which is evidence of the agreement, contained in the Contract Documents, between Owner and a Contractor covering the Work. 12. Construction Contract — The entire and integrated written agreement between Owner and a Contractor concerning the Work. 13. Construction Cost— The cost to Owner of those portions of an entire Specific Project designed or specified by Engineer. Construction Cost does not include costs of services of Engineer or other design professionals and consultants, cost of land, rights-of-way, or compensation for damages to properties, or Owner's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with a Specific Project, or the cost ofother services to be provided by others to Owner. Construction Cost is one of the items comprising Total Project Costs. 14. Consultants — Individuals or entities having a contract with Engineer to ;furnish services with respect to a Specific Project as Engineer's independent professional associates, consultants, subcontractors, or vendors. The term Engineer includes Engineer's Consultants. 15. Contract Documents — Documents that establish the rights and obligations of the parties engaged in construction and include the Construction Agreement between Owner and a Contractor, Addenda (which pertain to the Contract Documents), a contractor's Bid (including documentation accompanying the Bid and any post -Bid documentation submitted prior to the notice of award) when attached as an exhibit to the Construction Agreement, the notice to proceed, the bonds, appropriate certifications, the General Conditions, the Supplementary Conditions, the Specifications and the Drawings as the same are more specifically identified in the Construction Agreement, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders, and Engineer's written interpretations and clarifications issued on or after the Effective Date of the Construction Agreement. LJCDC No. F,505 Standard Form of Agreement Behveen Owner and Engineer for Professional Services —Task Order Edition Copyright ® 2004 National Society of Professional Engineers for EJCDC. All rights reserved. Page 13 of IS Approved Shop Drawings and the reports and drawings of subsurface and physical conditions are not Contract Documents. 16. Contract Price — The moneys payable by Owner to a Contractor for completion of the Work in accordance with the Contract Documents and as stated in the Construction Agreement. 17. Contract Times — The numbers of days or the dates stated in a Construction Agreement to: (i) achieve Substantial Completion, and (ii) complete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payment. 18. Contractor — An individual or entity with whom Owner enters into a Construction Agreement for a Specific Project. 19. Correction Period — The time after Substantial Completion during which a Contractor must correct, at no cost to Owner, any Defective Work, normally one year after the date of Substantial Completion or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee or specific provision ofthe Contract Documents. 20. Defective — An adjective which, when modifying the word Work, refers to Work that is unsatisfactory, faulty, or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to Engineer's recommendation of final payment. 21. Documents — Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. 22, Drawings — That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by a Contractor. Shop Drawings are not Drawings as so defined. 23. Effective .Date ofthe Construction. Agreement — The date indicated in a Construction Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Construction Agreement is signed and delivered by the last of the two parties to sign and deliver. 24. Effective Date ofthe Agreement — The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 25. Effective Date of the Task Order — The date indicated in the Task Order on which it becomes effective, but if no such date is indicated, it means the date on which the b Task Order is signed and delivered by the last ofthe two parties to sign and deliver. 26. Field Order --- A written order issued by Engineer which directs minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times, EJCDC No. E-505 Standard corm ofAgreement tmehveen Owner and Engineer for Professional Services—Task OrderEdition Copyright(D 2004 National Society of Professional Engineers for PJCDC. All rights reserved. Page 14 of IS 27. General Conditions — That part of the Contract Documents which sets forth terms, conditions, and procedures that govern the Work to be performed or furnished by a Contractor with respect to a Specific Project. 28. Hazardous Waste — The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 29. Lams and Regulations; Laws or Regulations — Any and all applicable laws, rules, regulations, ordinances, codes, standards, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 30. PCBs — Polychlorinated biphenyls. 31. Petroleum — Petroleum, including crude oil or any fraction thereof which is liquid at 32 degrees Fahrenheit and 14.7 pounds per square inch absolute, such as fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -Hazardous Waste and crude oils. 32. Radioactive Materials — Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended fiom time to time. 33. Record Drawings — The Drawings as issued for construction on which Engineer, upon completion of the Work, has shown changes due to Addenda or Change Orders and other information which Engineer considers significant based on record documents furnished by Contractor to Engineer and which were annotated by Contractor to show changes made during construction. 34. Reimbursable Expenses — The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for a Specific Project for which Owner shall pay Engineer as indicated in Exhibit C. 35. Resident Project Representative —'Me authorized representative, if any, of Engineer assigned to assist Engineer at the Site of a Specific Project during the Construction Phase. The Resident Project Representative will be Engineer's agent or employee and under Engineer's supervision. As used herein, the term Resident Project Representative includes any assistants of Resident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative will be as set forth in each Task Order. 36. Samples — Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 37. Shop Drawings — All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for a Contractor and submitted by a Contractor to Engineer to illustrate some portion of the Work. 38. Site — Lands or areas indicated in the Contract Documents for a Specific Project as being furnished by Owner upon which the Work is to be performed, rights-of-way IMCDC No. E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services—Task Order Edition Copyright ® 2004 National Society of Professional Engineers for EJCDC. All rights reserved. Page 15 of 18 and easements for access thereto, and such other lands furnished by Owner which are designated for use of a Contractor. 39. Specifications — That part of the Contract Documents prepared by Engineer consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work to be performed by a Contractor and certain administrative details applicable thereto. 40. Specific Project -- An undertaking of Owner as set forth in a Task Order. 41. 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 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. 42. Supplementaiy Conditions —That part of the Contract Documents which amends or supplements the General Conditions. 43. Task Order — A document executed by Owner and Engineer, including amendments if any, stating the scope of services, Engineer's compensation, times for performance of services and other relevant information for a Specific Project. 44. Total Project Costs — The sum of the Construction Cost, allowances for contingencies, the total costs of services of Engineer or other design professionals and consultants, cost of land, rights-of-way, or compensation for damages to properties, or Owner's costs for legal, accounting, insurance counseling, or auditing services, or interest and financing charges incurred in connection with a Specific Project, or the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. 45. Work — The entire completed construction or the various separately identifiable parts thereof required to be provided by a Contractor under Contract Documents for a Specific Project. Work includes and is the result of a Contractor performing or furnishing labor, services, and documentation necessary to produce such construction and furnishing, installing, and incorporating all materials and all equipment into such construction, all as required by the applicable Contract Documents. 46. Work Change Directive — A written directive to a Contractor signed by Owner upon recommendation of the Engineer, ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. EJCDC No. E-505 Standard Form of Agreement Behveen Owner and Engineer for Professional Services — Task Order Edition Copyright 072004 National Society ofProfessional Engineers for EJCDC. All rights reserved. Page 16 of 18 47. Written Amendment — A written amendment of the Contract Documents signed by Owner and a Contractor on or after the Effective Date of a Construction Agreement and normally dealing with the non -engineering or nontechnical rather than strictly construction -related aspects of the Contract Documents. ARTICLE 8 — EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits eluded? Exhibit w. Exhibit Title Yes or No) Letter Yes Attachment 1— Task Order Form Yes A Schedule of Engineer's Services Yes B Schedule of Owner's Responsibilities Yes C Payments to Engineer for Services and Reimbursable Expenses Yes D Schedule ofDuties, Responsibilities and Limitations ofAuthority ofResident ' erect Representative Yes E Notice of Acceptability of Work (Form) Yes F Construction Cost Limit Yes G Insurance Yes H Dispute Resolution Yes I Allocation ofRisks Yes J Reserved Yes K Amendment to Task Order (Form) 8.02 Total Agreement A. This Agreement (consisting of pages 1 to 18 inclusive, together with the Exhibits identified as included above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. Amendments to Task Orders shall be in writing, based upon the format provided in Exhibit K, "Amendment to Task Order." 8.03 Designated Representatives A. With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer's and Owner's representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Agreement on behalf of each respective party. Each Task Order shall likewise designate representatives ofthe two parties, EJCDC No. E-505 Standard Form ofAgreement rrehveen Omier and Engineerfor Professlonal Services—Taslt Order Edition Copyright ® 2004 National Society ofProfessional Engineers for EJCDC. All rights reserved. Page 17 of IS IN VIM8,8 WRMHOF, the patties hftto haVo eXwutcdfMgA&ei fOAt, VftNBi: TC1i: Hyp XaAts. etA*bw Tide; DO'd 019.40.. . . Ac%Iioss for gvNnod T I UOWWIa .59901 . PM. TATM, IY#1'et 1lo bopeATturibac: 40 6 w2S7 771Y . FaoAtmlaNwribelt: . 4p 2577772EXc , 4 pWo t4,dclrass: , tie'ie a]3tasIaessie ltr#onlnn.costt T T7 DC tQ:bSStnn inrc oun yfAP,cci itier. CiEPi duet an cc?er:. Awswft 4*g'4CAA48: e'ispcll Mo a,.5Q,0i . DBSIMATBD Rt TJSIRWAT T#1e: Xalbpe110ffca41V tmlo1 PhQng1; .tier: .000) M-2763 Fav"eWfhb6z _[4*404611 IB -Al €I Addtrss: ?All buxton@"' . tOtiY TASK ORDER SUGGESTED FORMAT) Task Order This is Task Order No. , consisting of pages. In accordance with paragraph 1.01 of the Standard Form of Agreement Between Owner and Engineer for Professional Services — Task Order Edition, dated ("Agreement"), Owner and Engineer agree as follows: 1. Specific Project Data A. Title: B. Description: 2. Services of Engineer Incorporate applicable text or paragraphs from Exhibit A, Schedule of Engineer's Services -- either by reference or by insertion here. Incorporate Exhibits D and/or F ifapplicable -- either by reference or by insertion here. Supplement or modify as neededfor this specific Task Order.] 3. Owner's Responsibilities Owner shall have those responsibilities set forth in Article 2 and in Exhibit B, subject to the following: [Here state any additions or modifications to Exhibit B, for this Specific Project.] 4. Times for Rendering Services Phase Completion Date EJCDC F,505 Standard Form of Agreement Ilehveen Owner and Engineer Professional Services—Task Order Edition Copyright 02004 National society ofproressional Engineers for EJCDC. All rights reserved. Attachment I — Task Order Form Page 1 of3 5. G'1 Q TASK ORDER SUGGESTED FORMAT) Payments to Engineer A. Owner shall pay Engineer for services rendered as follows: Category ofServices Compensation Method Basic Services Choose One: Study and Report, A. Lump Sum Prellminary Design, Final B. Standard Hourly Rates Design, Bidding or C Direct Labor Costs Times a Negotiating, Construction Factor (Factor: Phase) D. Insert any other compensation method] Resident Project Choose One: Representative and Post.- A. Lump Sum Construction Phase B. Standard Hourly Rates Services C. Direct Labor Costs Times a Factor (Factor: ) D. Insert any other compensation method] Additional Services Choose One: A. Omitted] B. Standard Hourly Rates C. Direct Labor Costs Times a Factor (Factor: ) D. Insert any other compensation method] Lump Sum, or Estimate of Compensation for Services C. The terms of payment are set forth in Article 4 of the Agreement and in Exhibit C. Consultants: Other Modifications to Agreement: Supplement or modfy Agreement and Exhibits, ifappropriate.] 8. Attachments: Documents Incorporated By Reference: EJCDC M05 Standard Form ofAgreement Aehveen Owner and Engineer Professional Services—Task Order Edition Copyright 02004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1-- Taslc Order Form Page 2 of 3 TASK ORDER SUGGESTED FORMAT) Terms and Conditions: Execution of this Task Order by Owner and Engineer shall make it subject to the terms and conditions of the Agreement (as modified above), which Agreement is incorporated by this reference. Engineer is authorized to begin performance upon its receipt of a copy of this Task Order signed by Owner. The Effective Date of this Task Order is OWNER: ENGINEER: Name: Title: DESIGNATED REPRESENTATIVE FOR TASK ORDER: Name: Title: Address: E -Mail Address: Phone: Fax: v By: Name: Title: Engineer License or Firm's Certificate No. State of.- DESIGNATEDfDESIGNATED REPRESENTATIVE FOR TASK ORDER: Name: Title: Address: E -Mail Address: Phone: Fax: EJCDC 1`505 Standard Form of Agreement Behvicen Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National society orProfessional Engineers for EJCDC. All rights reserved. Attachment 1—Task Order Form Page 3 of 3 This is EXHIBIT A, consisting of 11 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated March 28, 2013. Schedule of Engineer's Services Services to be provided under a Task Order may include the following: PART 1— BASIC SERVICES A.1.01 Study and Report Phase A. The Engineer shall: 1. Consult with Owner to define and clarify Owner's requirements for a Speck Project and available data. 2. Advise Owner as to the necessity of Owner's providing data or services of the types described in Exhibit B which are not part of Engineer's Basic Services, and, if requested, assist Owner in obtaining such data and services. 3. Identify, consult with, and analyze requirements of goveimmental authorities having jurisdiction to approve the portions of a Specific Project designed or specified by Engineer, including but not limited to mitigating measures identified in the environmental assessment. 4. Identify and evaluate the number of alternate solutions available to Owner listed in the Task Order for a Specific Project, and, after consultation with Owner, recommend to Owner those solutions which in Engineer's judgment meet Owner's requirements for a Specific Project. 5. Prepare a report (the "Report") which will, as appropriate, contain schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the agreed -to requirements, considerations involved, and those alternate solutions available to Owner which Engineer recommends. This Report will be accompanied by Engineer's opinion of Total Project Costs for each solution which is so recommended for a Specific Project with each component separately itemized, including the following, which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design, professional, and related services provided by Engineer and, on the basis of information furnished by Owner, allowances for other items and services included within the definition of Total Project Costs. 6. Fulmish the number of review copies of the Report to Owner within the time period set forth in the Task Order and review it with Owner. 7. Revise the Report in response to Owner's and other parties' comments, as appropriate, and furnish the number of final copies ofthe revised Report to the Owner within the time period set forth in the Task Order. Page 1 of 11 Exhibit A — Schedule ofEngineer's Services EJCDC E-505 standard Form of Agreement Between Owner and Engineer for Professional Services— Task Order Edition Copyright 02004 National Society of Professional Engineers for EJCDC. All rights reserved. B. Engineer's services under the Study and Report Phase will be considered complete on the date when the final copies of the revised Report have been delivered to Owner. A.1.02 Preliminary Design Phase A. After determination by Owner of the scope, extent, character or design requirements of a Specific Project, including the acceptance with any specific modifications by Owner of Engineer's Report, if any, from a preceding phase or Specific Project, Engineer shall: 1. On the basis of the above acceptance, selection, and authorization, prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of a Specific Project. 2. Provide necessary field surveys and topographic and utility mapping for design purposes. Utility mapping will be based upon information obtained fiom utility owners. 3. Advise Owner if additional reports, data, information, or services of the types described in Exhibit B are necessary and assist Owner in obtaining such reports, data, information, or services. 4. Based on the information contained in the Preliminary Design Phase documents, submit a current opinion of probable Construction Cost and any adjustments to Total Project Costs known to Engineer, which will be itemized as provided in paragraph A.1.01.A.5. 5. Furnish the Preliminary Design Phase documents to and review them with Owner. 6. Submit to Owner the number offinal copies of the Preliminary Design Phase documents and revised opinion of probable Construction Cost within the time period set forth in the Task Order. B. Engineer's services under the Preliminary Design Phase will be considered complete on the date when final copies of the Preliminary Design Phase documents have been delivered to Owner. A.1.03 Final Design Phase A. After determination by Owner of the scope, extent, character, or design requirements of a Specific Project, including the acceptance of any specific modifications by Owner of a preceding phase or Specific Project, Engineer shall: 1. On the basis of the above acceptance, direction, and authorization, prepare final Drawings indicating the scope, extent, and character of the Work to be performed and fiunished by Contractor. Specifications will be prepared, where appropriate, in general conformance with the 16 -division format of the Construction Specifications Institute. 2. Provide technical criteria, written descriptions, and design data for Owner's use in filing applications for permits fiom or approvals of governmental authorities having jurisdiction to review or approve the final design of a Specific Project and assist Owner in consultations with appropriate authorities. Exldbit A— Schedule of Engineer's Services EJCDC E-505 Standard Form of Agreement Ilehveen Owner and Engineer for Professional Services—Tnslt Order Edition Copyright 02004 National Society of Professional Engineers for EJCDC. All rights reserved. 3. Provide Owner a current opinion of probable Construction Cost and any adjustments to Total Project Costs known to Engineer, itemized as provided in paragraph A.1.01.A.5. 4. Prepare and famish Bidding Documents for review and approval by Owner, its legal counsel, and other advisors, as appropriate, and assist Owner in the preparation of other related documents. 5. Submit the number of final copies of the Bidding Documents and a current opinion of probable Construction Cost to Owner within the time period set forth in the Task Order. B. in the event that the Work designed or specified by Engineer is to be performed or furnished under more than one prime contract, or ifEngineer's services are to be separately sequenced with the work of one or more prime Contractors (such as in the case of fast -tracking), Owner and Engineer shall, prior to commencement of the Final Design Phase, develop a schedule for performance of Engineer's services during the Final Design, Bidding or Negotiating, Construction, and Post -Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in or become an amendment to the Task Order whether or not the work under such contracts is to proceed concurrently. C. The number of prime contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established is identified in the Task Order. D. Engineer's services under the Final Design Phase will be considered complete on the date when the submittals required by paragraph A. 1.03.A.5 have been delivered to Owner. A.1.04 Bidding or Negotiating Phase A. The Engineer shall: 1. Assist Owner in advertising for and obtaining bids or negotiating proposals for the Work and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre -Bid conferences, if any, and receive and process Contractor deposits or charges for the Bidding Documents. 2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 3. Consult with Owner as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by Contractor for those portions of the Work as to which such acceptability is required by the Bidding Documents. 4. Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals and in assembling and awarding contracts for the Work. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors (except as may be required if Exhibit F is a part of the Task Order). Page3 of 11 Exhibit A — Schedule of Engineer's Services EJCDC E-505 Standard Form ofAgreement Hetween Owner and Engineer forProfessional Services—Task Order Edition Copyright 02004 National Society of Professional Engineers for EJCDC. All rights reserved. A.1.05 Construction Phase A. Engineer shall: L General Administration of Construction Contract. Consult with Owner and act as Owner's representative as provided in the General Conditions. The extent and limitations of the duties, responsibilities and authority of Engineer as assigned in said General Conditions shall not be modified, except as Engineer may otherwise agree in writing. All of Owner's instructions to Contractor will be issued through Engineer, who shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and said General Conditions except as otherwise provided in writing. 2. Resident Project Representative (RPR). Provide the services of an RPR at the Site of the Specific Project to assist the Engineer and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in the Task Order and in Exhibit D, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative." The fiunishing of such RPR's services will not limit, extend, or modify Engineer's responsibilities or authority except as expressly set forth in Exhibit D. [Note: For those Specific Projects for which Engineer will not be providing the services of an RPR, do not incorporate this paragraph A.1.05.A.2, and do not include Exhibit D.] 3. Selecting Independent Testing Laboratory. Assist Owner in the selection of an independent testing laboratory to perform the services identified in paragraph B.2.01.0. 4. Pre -Construction Conference. Participate in a pre -construction conference prior to commencement of Work at the Site. 5. Baselines and Benchmarks As appropriate, establish baselines and benchmarks for locating the Work which in Engineer's judgment are necessary to enable Contractor to proceed. b. Visits to Site and Observation of Construction. In connection with observations of Work in progress : a. Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, in order to observe as an experienced and qualified design professional the progress and quality of the Work. Such visits and observations by Engineer, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of the Work in progress or to involve detailed inspections of the Work in progress beyond the responsibilities specifically assigned to Engineer in the Task Order and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Engineer's exercise of professional judgment as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and such observations, Engineer will determine in general if Contractor's work is proceeding in accordance with the Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. Page 4 of rr Exhibit A -- Schedule of Engineer's Services EJCDC &505 Standard Form of Agreement Bebveen Owner and Engineer for Professional Services —Task Order Edillon Copyright 02004 National Society of Professional Engineers for EJCDC. All rights reserved. b. The purpose of Engineer's visits to, and representation by the Resident Project Representative, if any, at the Site of the Specific Project, will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer's efforts as an experienced and qualified design professional, to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that the integrity of the design concept of the completed project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. Engineer shall not, during such visits or as a result of Such observations of Contractor's work in progress, supervise, direct, or have control over the Work, nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to the Work, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to fiunish and perform its work in accordance with the Contract Documents. 7. Defective Work. Have authority to disapprove or reject Contractor's work while it is in progress if, on the basis of such observations, Engineer believes that such work will not produce a completed project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed project as a functioning whole as indicated in the Conti -act Documents. 8. Clarifications and Interpretations, Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of the Work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Engineer may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 9. Change Orders and Work Change Directives. Recommend Change Orders and Work Change Directives to Owner, as appropriate, and prepare Change Orders and Work Change Directives as required. 10. Shop Drawings and Satnples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. Engineer has an obligation to meet any Contractors submittal schedule that has earlier been acceptable to Engineer. 11. Substitutes and "or -equal. " Evaluate and determine the acceptability of substitute or "or - equal" materials and equipment proposed by Contractor, but subject to the provisions of paragraph A.2.01.A.23 ofthis Exhibit A. Page 5 of r r Exhibit A — Schedule ofEngineer's Services EJCDC E-505 Standard Form ofAgreement Behreen Owner and Engineer for Professional services —Task Order Edition Copyright WON National Society ofProfessional Engineers for F.JCDC. All rights reserved. 12. Inspections and Tests. Require such special inspections or tests of the Work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. Engineer's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Engineer shall be entitled to rely on the results of such tests. 13. Disagreements between Owner and Contractor. Render formal written decisions on all claims of Owner and Contractor relating to the acceptability ofthe Work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the Work. In rendering such decisions, Engineer shall be fair and not show partiality to Owner or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 14. Applications for Payment. Based on Engineer's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Engineer's representation to Owner, based on such observations and review, that, to the best of Engineer's knowledge, information and belief, the Work has progressed to the point indicated, the quality of such is generally in accordance with the Contract Documents subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. In the case of unit price work, Engineer's recommendations of payment will include final determinations of quantities and classifications of the Work (subject to any subsequent adjustments allowed by the Contract Documents). The responsibilities of Engineer contained in paragraph A.1.05.A.6.a are expressly subject to the limitations set forth in paragraph A.1.05.A.6.b and other express or general limitations in this Agreement and elsewhere. b. By recommending any payment, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of the Work as it is performed and furnished have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer's review of the Work for the purposes of recommending payments nor Engineer's recommendation of any payment including final payment will impose on Engineer responsibility to supervise, direct, or control the Work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable to the Work. It will also not impose responsibility on Engineer to make any examination to ascertain how or for what purposes Contractor has used the Page 6of rr Exhibit A — Schedule of Engineer's Services EJCDC E-505 Standard Form ofAgreement Behveen owner and Engineer for Professional Services —Task OrderEdition Copyright 02004 National Society ofProfessional Engineers for EJCDC. All rights reserved. moneys paid on account of the Contract Price, or to determine that title to any portion of the work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 15. Contractor's Completion. Documents. a. Receive and review maintenance and operating instructions, schedules, and guarantees. b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved as provided under paragraph A.1.05.A.10, and the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of such Engineer's review will be limited as provided in paragraph A.1.05.A.10. c. Engineer shall transmit these documents to Owner. 16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Owner and Contractor, conduct an inspection to determine if the Work is Substantially Complete. If after considering any objections of Owner, Engineer considers the Work Substantially Complete, Engineer shall deliver a certificate of Substantial Completion to Owner and Contractor. 17. Final Notice ofAcceptability ofthe Work Conduct a final payment inspection to determine if the completed Work of Contractor is acceptable so that Engineer may recommend, in writing, final payment to Contactor. Accompanying the recommendation for final payment, Engineer shall also provide a notice in the form attached hereto as Exhibit E ("Notice of Acceptability of Work") that the Work is acceptable (subject to the provisions of paragraph A.1.05.A.I4.b) to the best of Engineer's knowledge, information, and belief and based on the extent of the services provided by Engineer under this Agreement. B. Duration of Construction Phase. The Constiuction Phase will commence with the execution of the first Construction Agreement for a Specific Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractors. If a Specific Project involves more than one prime contract as indicated in the Task Order, Construction Phase services may be rendered at different tunes in respect to the separate contracts. C. Limitation ofResponsibilities. Engineer shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. Engineer shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A.1.06 Post -Construction Phase A. Engineer shall: 1. Provide assistance in connection with the testing and adjusting of Specific Project equipment or systems. Page 7 of 11 Exhibit A—Schedule of Engineer's Services EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional services —Task Order Edition Copyright (71004 National Society of Professional Engineers for EJCDC. All rights reserved. 2. Assist Owner in training Owner's staff to operate and maintain Specific Project, equipment, and systems. 3. Assist Owner in developing procedures for control of the operation and maintenance of, and record keeping for, equipment and systems for the Specific Project. 4. Together with Owner, visit the Specific Project to observe any apparent defects in the Work, assist Owner in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of Defective Work, ifpresent. 5. In company with Owner or Owner's representative, provide an inspection of the Specific Project within one month before the end of the Collection Period to ascertain whether any portion of the Work is subject to correction. B. The Post -Construction Phase services may commence during the Construction Phase and, if not otherwise modified in the Task Order, will terminate at the end ofthe Correction Period. PART 2 — ADDITIONAL SERVICES A.2.01 Additional Services Requiring Owner's Authorization. in Advance A. If authorized in writing by Owner, Engineer shall ftlnnish or obtain from others Additional Services of the types listed below. These services will be paid for by Owner as indicated in a Task Order. 1. Preparation of applications and supporting documents (in addition to those funinished under Basic Services) for private or governmental grants, loans or advances in connection with a Specific Project; preparation or review ofenvironmental assessments and impact statements; review and evaluation of the effects on the design requirements for a Specific 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 a Specific Project. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy ofdrawings or other information fumished by Owner. Services resulting from sigiuficant changes in the scope, extent, or character of the portions of a Specific Project designed or specified by Engineer or its 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 Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of the Task Order or are due to any other causes beyond Engineer's control. Page 8 of 11 Exhibit A —Schedule of Engineer's Services EJCDC E-505 Standard Torin ofAgreement Behveen Owner and Engineer for Professional Services— Task Order Edition Copyright 02004 National society of Professional Engineers for EJCDC. All rights reserved. 4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those identified in paragraph A.1.0LAA 5. Services required as a result of Owners providing incomplete or incorrect project information with respect to Exhibit B. 6. Providing renderings or models for Owner's use. 7. Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a Specific Project; evaluating processes available for licensing, and assisting Owner in obtaining process licensing; detailed quantity suiveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by Owner. 8. Furnishing services of Engineer's Consultants for other than Basic Services. 9. Services attributable to more prime construction contracts than specified in the Task Order. 10. Services during out-of-town travel required of Engineer other than for visits to the Specific Project Site or Owner's office. 11. 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 Bidding Documents as a result ofsuch review processes. 12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by Owner for the Work or a portion thereof. 13. Determining the acceptability of substitute materials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. 14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required by Exhibit F. 15. Providing construction surveys and staking to enable a Contractor to perform its work other than as required under paragraph A1.05.A.5, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 16. Providing Construction Phase services beyond the Contract Times set forth in the Task Order. Page 9 of 11 ExhibitA—Schedule of Engineer's Services EJCDC E-505 Standard Norm ofAgreementBehvicen owner and Engineer forProfessional Services—Task Order Edition Copyright 02004 National Society ofProfessional Engineers for EJCDC. All rights reserved. 17. Providing assistance in responding to the presence of any Constituent of Concern at any Site, in compliance with current Laws and Regulations. 18. Preparing and furnishing to Owner, in the format agreed to, Record Drawings showing appropriate record information based on project annotated record documents received from Contractor. 19. Preparation of operation and maintenance manuals. 20. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration or other dispute resolution process related to a Specific Project. 21. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner under paragraph 6.0I .G ofthe Agreement or a Task Order. 22. Services in connection with Work Change Directives and Change Orders to reflect changes requested by Owner so as to make the compensation commensurate with the extent of the Additional Services rendered. 23. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or -equal" items; and services after the award of any Construction Agreement in evaluating and determining the acceptability of a substitution which is found to be inappropriate for a Specific Project or an excessive number of substitutions. 24. Services resulting fiom significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 25. Additional or extended services during construction made necessary by (a) a significant amount of defective, neglected or delayed Work by a Contractor, or (b) default by a Contractor. 26. Services (other than Basic Services during the Post -Construction Phase) in connection with any partial utilization of any part of the Work on a Specific Project by Owner prior to its Substantial Completion. 27. Evaluating an unreasonable claim or an excessive number of claims or requests for information submitted by a Contractor or others in connection with the Work on a Specific Project. 28. Other services performed or furnished by Engineer not otherwise provided for in this Agreement or a Task Order. A.2.02 Additional Services Not Requiring 0m ner's Authorization in Advance A. Engineer shall perform or fiurush, without requesting or receiving specific advance authorization fiom Owner, the Additional Services of the types listed below. Engineer shall advise Owner in writing within seven days after beginning any such Additional Services. If Owner does not want Page 10 of 11 Exhibit A —Schedule of Engineer's Services EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services— Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved, Engineer to continue to perform or fiumish the services, Owner shall notify Engineer in writing to cease, and Engineer shall comply. 1. Additional or extended services during construction made necessary by (a) emergencies or acts of God endangering the Work, (b) the presence at the site Of any Constituent of Concern, (e) Work damaged by fire Or other cause during construction, or (d) acceleration of the progress schedule involving services beyond normal working hours. Page rr of rr Exhibit A —Schedule of Engineer's Services EJCDC &505 Standard Form of Agreement Between Owner and Engineer for Professional Services—'taste Order Edition Copyright 02004 National Society ofProfessional Engineers for EJCDC. All rights reserved. This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated March 28, 2013. Schedule of Owner's Responsibilities Article 2 of the Agreement is amended and supplemented to include the following responsibilities unless expressly stated otherwise in a Task Order. A. Provide Engineer with all criteria and full information as to Owner's requirements for the Specific Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the Drawings and Specifications; and furnish copies of Owner's standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. B. Furnish to Engineer any other available information pertinent to the Specific Project including reports and data relative to previous designs, or investigation at or adjacent to the Site of the Specific Project. C. Following Engineer's assessment of initially -available Specific Project information and data and upon Engineer's request, furnish or otherwise make available such additional Specific Project related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic surveys, with appropriate professional interpretation thereof. 5. Environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to a Specific Project, the Site and adjacent areas. b. Data or consultations as required for a Specific Project but not otherwise identified in the Agreement, the Exhibits thereto, or the Task Order. D. Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of the presence at the Site of any Constituent of Concern, or of any other development that Page 1 of 3 Exhibit B — Schedule ofowner'sResponsibilities EJCDC E-505 standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright 02004 National Society of Professional Engineers for EJCDC. All rights reserved. affects the scope or time of performance of Engineer's services, or any defect or nonconformance in Engineer's services, the Work, or in the performance of any Contractor. E. Authorize Engineer to provide Additional Services as set forth in the Task Order as required. F. 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 the Task Order. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer for the Specific Project (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases of the Specific Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Specific Project. I. Provide, as required for the Specific Project: 1. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. 2. Legal services with regard to issues pertaining to the Specific Project as Owner requires, a Contractor raises, or Engineer reasonably requests. 3. Such auditing services as Owner requires to ascertain how or for what purpose a Contactor has used the moneys paid. 4. Placement and payment for advertisement for Bids in appropriate publications. J. Advise Engineer ofthe identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Specific Project, including, but not limited to, cost estimating, project peer review, value engineering, and eonstructability review. K. Furnish to Engineer data as to Owner's anticipated costs for services to be provided by others including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling and legal advice) for Owner so that Engineer may assist the Owner in collating the various cost categories which comprise Total Project Costs. L. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth in the Task Order the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. Page 2 of3 Exhibit B — Schedule ofowner's Responsibilities EJCDC E-505 Standard Form of Agreement Between Owner And Engineer for Professional Services—Task order Edition Copyright02004 National society of Professional Engineers for EJCDC. All rights reserved. M. If more than one prime contract is to be awarded for the Work of the Specific Project designed or specified by Engineer, designate in the Task Order a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors. Define and set forth in the Task Order the duties, responsibilities, and limitations ofauthority of such individual or entity and the relation thereof to the duties, responsibilities, and authority of Engineer. N. Attend the pre-bid conference, bid opening, pre-constiuction conferences, construction progress and other job related meetings, and Substantial Completion and final payment inspections. 0. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of Samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work for the Specific Project with appropriate professional interpretation thereof. P. Provide Engineer with the findings and reports generated by any independent testing laboratory, if Engineer is required to review such documents. Page 3 of3 Exhibit B —Schedule of Owner's Responsibilities EJCDC E-505 Standard morin ofAgreement Behveen Owner and Engineer for Professional Services=Pask Order Edition Copyright 02004 National Society ofProfessional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of 4 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated March 28, 2013. Payments to Engineer for Services and Reimbursable Expenses Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 2 — OWNER'S RESPONSIBILITIES C.2.01 Method ofPayment A. Owner shall pay Engineer for services in accordance with one or more of the following methods as identified in each Task Order: 1. Method A: Lump Sum 2. Method B: Standard Hourly Rates 3. Method C: Direct Labor Costs Times a Factor C.2.02 Explanation ofMethods A. Method A — Lump Sum 1. Owner shall pay Engineer a Lump Sum amount for the specified category of services. 2. The Lump Sum will include compensation for Engineer's services and services of Consultants, if any. Appropriate amounts will be incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. 3. The portion of the Lump Sum amount billed Engineer's estimate of the proportion of the billing period to the Lump Sum. B. Method B — Standard Hourly Rates for Engineer's services will be based upon total services actually completed during the 1. For the specified category of services, the Owner shall pay Engineer an amount equal to the cumulative hours charged to the Specific Project by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class for all services performed on the Specific Project, plus Reimbursable Expenses and Consultant's charges, if any. 2. Standard Hourly Rates include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non - project operating costs, and operating margin or profit. Page r of3 ExldbitC--Payments to Engineer for Services and Reimbursable Expenses EJCDC E-505 Standard Dorm ofAgreement Between Owner and Engineer for Professional Services—Task Order Edition Copyright 02004 National Society ofProfessional Engineers for EJCDC. All rights reserved. Sheet C-1 3. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates will be included in each Task Order when applicable. 4. The total estimated compensation for the specified category of services shall be stated in the Task Order. This total estimated compensation will incorporate all labor at Standard Hourly Rates, Reimbursable Expenses, and Consultants' charges, if any. 5. The amounts billed will be based on the cumulative hours charged to the specified category of services on the Specific Project during the billing period by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and Engineer's Consultant's charges, if any. 6. The Standard Hourly Rates and Reimbursable Expenses Schedule shall be adjusted annually as of April 30th) to reflect equitable changes in the compensation payable to Engineer. C. Method C — Direct Labor Costs Times a Factor 1. For the specified category of services, the Owner shall pay Engineer an amount equal to Engineer's Direct Labor Costs times a Factor of 3.20 for the services of Engineer's employees engaged on the Specific Project and Engineer's Consultant's charges, if any. Direct Labor Costs means salaries and wages paid to employees but does not include payroll related costs or benefits. 2. Engineer's Reimbursable Expenses will be included in each TasIc Order when applicable. 3. The total estimated compensation for the specified category of services shall be stated in the Task Order. This total estimated compensation incorporates all labor, overhead, profit, Reimbursable Expenses, and Engineer's Consultant's charges, if any. 4. The amounts billed will be based on the applicable Direct Labor Costs for the cumulative hours charged to the specified category of services on the Specific Project during the billing period times the above -designated Factor, plus Reimbursable Expenses and Engineer's Consultant's charges, if any. 5. The Direct Labor Costs will be adjusted annually (as of April 30t1') to reflect equitable changes in the compensation payable to Engineer. Page 2of3 Exhibit C—Payments to Engineer for Services and Reimbursable Expenses FJCDC E-505 Standard Farm ofAgreement Between Owner and Engineerfor Professional Services --Task Order Edition Copyright ®2004 National Society of Professional Engineers for EJCDC. All rights reserved. Sheet C-2 C.2.03 Reimbursable Expenses Costs incurred by Engineer in the performance of the Task Order in the following categories constitute Reimbursable Expenses: A. Provisions related Engineer's Reimbursable Expenses will be negotiated on a case by case basis for each individual Task Order. C.2.04 Serving as a Witness A. For services performed by Engineer's employees as witnesses giving testimony in any litigation, arbitration or other legal or administrative proceeding under Paragraph A2.01.A.20, at a rate of 3.2 times the witness's standard hourly rate. Compensation for Consultants for such services will be by reimbursement of Consultants' reasonable charges to Engineer for such services. 0.2.05 Cather Provisions Concerning Payment A. Extended Contract Times. Should the Contract Times to complete the Work be extended beyond the period stated in the Task Order, payment for Engineer's services shall be continued based on the Standard Hourly Rates Method ofPayment. B. Estimated Compensation Amounts 1. Engineer's estimate of the amounts that will become payable for services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to Engineer under the Agreement. 2. Engineer shall not exceed the estimated compensation amount in each Task Older without prior written approval from Owner. Page 3of 3 Exhibit C– Payments to Engineer for Services and Reimbursable Expenses EJCDC E-505 Standard Form ofAgreement Between Osvner and Engineer for Professional Services—TaskOrder )sditlon Copyright 02004 National Society ofProfessioml Engineers for EJCDC. All rights reserved. Sheet C•3 This is EXHIBIT D. consisting of 5 pages, referred to in and pant of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated March 28, 2103. Schedule of Duties, Responsibilities, and Limitations of Authority of Resident Project Representative The following duties, responsibilities, and limitations of authority may be incorporated in the Task Order for a Specific Project: D.1.01 Resident Project Representative A. Engineer shall furnish a Resident Project Representative ("RPR"), assistants, and other field staff to assist Engineer in observing progress and quality of the Work. The RPR, assistants, and other field staff under this Exhibit D may provide full time representation or may provide representation to a lesser degree. B. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the RPR and assistants, Engineer shall endeavor to provide further protection for Owner against defects and deficiencies in the Work. However, Engineer shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures selected or used by Contractor, for security or safety at the Site, for safety precautions and programs incident to Contractor's work in progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's performing and furnishing the Work, or responsibility for Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. In addition, the specific limitations set forth in Paragraph A.1.05 of Exhibit A as incorporated in the Task Order are applicable. C. The duties and responsibilities of the RPR are limited to those of Engineer in the Agreement with the Owner and in the Contract Documents, and are further limited and described as follows: 1. General. RPR is Engineer's agent at the Site, will act as directed by and under the supervision of Engineer, and will confer with Engineer regarding RPR's actions. RPR's dealings in matters pertaining to a Contractor's work in progress shall in general be with Engineer and Contractor, keeping Owner advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with Owner with the knowledge of and under the direction of Engineer. Page1 of5 Exhibit D —Duties, Responsibilities, and Limitations ofAuthority ofResident Project Representative EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services—Task Order Edition Copyright 02004 National Society ofProfessional Engineers for EJCDC. All lights reserved. 2. Schedules. Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by a Contractor and consult with Engineer concerning acceptability. 3. Conferences and Meetings. Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project -related meetings, and prepare and circulate copies of minutes thereof. 4. Liaison a. Serve as Engineer's liaison with Contractor, working principally through Contractor's superintendent, and assist in providing information regarding the intent of the Contract Documents. b. Assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on -Site operations. a Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 5. Intefpretation of Contract Documents. Report to Engineer when clarifications and interpretations of the Contact Documents are needed and transmit to Contractor clarifications and interpretations as issued by Engineer. 6. Shop Drawings and Samples a. Record date of receipt of Samples and approved Shop Drawings. b. Receive Samples which are furnished at the Specific Project Site by Contractor, and notify Engineer ofavailability of Samples for examination. c. Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by Engineer. 7. Modifications. Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report such suggestions, together with RPR's recommendations, to Engineer. Transmit to Contractor in writing decisions as issued by Engineer. 8. Review ofWork and Rejection ofDefective Work a. Conduct on -Site observations of Contractor's work in progress to assist Engineer in determining if the Work is in general proceeding in accordance with the Contact Documents. b. Report to Engineer whenever RPR believes that any part of Contractor's work in progress will not produce a completed project that conforms generally to the Contract Documents or will imperil the integrity ofthe design concept of the completed Specific Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does Page 2 of 5 Exhibit D— Duties, Responsibilities, and Limitations of Authority ofResident Project Representative EJCDC &505 Standard Form ofAgreement rletween Owner and Engineer for Professional Services—Task Order Edition Copyright 02004 National Society ofYrofessional Engineers for EJCDC. All rights reserved. not meet the requirements of any inspection, test or approval required to be made; and advise Engineer of that part ofwork in progress that RPR believes should be corrected or rejected or should be -uncovered for observation, or requires special testing, inspection or approval. 9. Inspections, Tests, andSystem Start --ups a. Consult with Engineer in advance of scheduled major inspections, tests, and systems start-ups of important phases of the Work, b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate Owner's personnel, and that Contractor maintains adequate records thereof. c. Observe, record, and report to Engineer appropriate details relative to the test procedures and systems startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over a Specific Project, record the results of these inspections, and report to Engineer. 10. Records a. Maintain at the Site orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, Engineer's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Specific Project -related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to Engineer. c. Record names, addresses, fax numbers, e-mail addresses, web site locations and telephone numbers of all Contractors, subcontractors, and major suppliers of materials and equipment. d. Maintain records for use in preparing project documentation. e. Upon completion of the Work, furnish original set of all RPR Specific Project documentation to Engineer. 11. Reports a. Furnish to Engineer periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. Page 3 of5 EAdbit D — Duties, Responsibilities, and Limitations ofAuthority ofResidcnt Project Representative EJCDC E-505 Standard Form ofAgreement Between Owner and Engineer for Professional Services --Task Order Edition Copyright 02004 National society ofProfessional Engineers for EJCDC. All rights reserved. b. Draft and recommend to Engineer proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Furnish to Engineer and Owner copies of all inspection, test, and system startup reports. d. Immediately notify Engineer of the occurrence of any Site accidents, emergencies, acts of God endangering the Work, damage to property by fine or other causes, or the discovery ofany Constituent of Concern.. 12. Payment Requests a. Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 13. Certificates, Operation and Maintenance Manuals a. During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Specifications to be assembled and furnished by a Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to Engineer for review and forwarding to Owner prior to payment for that part of the Work. 14. Completion a. Participate in a Substantial Completion inspection, assist in the determination of Substantial Completion and the preparation of lists of items to be completed or corrected. b. Participate in a final inspection in the company of Engineer, Owner, and Contractor and prepare a final list of items to be completed and deficiencies to be remedied. c. Observe whether all items on the final list have been completed or corrected and make recommendations to Engineer concerning acceptance and issuance of the Notice of Acceptability ofthe Work. D. Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or -equal" items). 2. Exceed limitations of Engineer's authority as set forth in the Agreement or the Contract Documents. 3. Undertake any of the responsibilities of a Contractor, subcontractors, suppliers, or a Contractor's superintendent. Page 4 of 5 Exhibit D -- Duties, Responsibilities, and Limitations of Authority of Resident Project Representative IJJCDC 1,5505 Standard Form of Agreement Between Owner and Engineer for Professional Services—Task Order Edition Copyright 02004 National Society of Professional Engineers for EJCDC. All rights reserved. 4. Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques, sequences or procedures ofthe Contractor's work unless such advice or directions are specifically required by the Contract Documents. S. Advise on, issue directions regarding, or assume control over safety practices, precautions and programs in connection with the activities or operations of Owner or Contractor. 6. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by Engineer. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. 8. Authorize Owner to occupy a Specific Project in whole or in part. Page 5 of 5 Exhibit D – Dntfes, Responsibilities, and Limiiatfons ofAutborfty ofResident Project Representative EJCDC E-505 Standard Fornt of Agreement Between Owner and Engineer for Professional Services—Task Order Edition Copyrig]402004 Natlonal Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT E, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated March 28, 2013. NOTICE OF ACCEPTA131LITY OF WORK PROJECT: R OWNER: s OWNER'S CONSTRUCTION CONTRACT IDENTIFICATION: EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT: CONSTRUCTION CONTRACT DATE: ENGINEER: To: OWNER And To: CONTRACTOR From: ENGINEER The Engineer hereby gives notice to the above Owner and Contractor that the completed Work furnished and performed by Contractor under the above Contract is acceptable, expressly subject to the provisions of the related Contract Documents and the terms and conditions set forth on the reverse side hereof. By: Title: Dated: Page r of 2 Exhibit E - Notice of Acceptability ofwork E.ICDC E-505 Standard Form ofAgreement Behveen Owner and Engineer for Professionnr Services—Tnslc Omer Edition Copyright (02004 National Society ofProfessional Engineers for EJCDC. All rights reserved. Reverse side of Notice) CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORD The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the following terms and conditions to which all persons who receive said Notice and rely thereon agree: 1. Said Notice is given 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. Said Notice reflects and is an expression ofthe professional judgment of Engineer. 3. Said Notice is given as to the best of Engineer's knowledge, information, and belief as of the date hereof. 4. Said 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 Specific Project (including observation of the Contractor's work) under Engineer's Agreement with Owner and under the Construction Contract referenced on the reverse hereof, 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 Engineer's Agreement with Owner and the Construction Contract referenced on the reverse hereof. 5. Said Notice is not a guarantee or warranty of Contractor's performance under the Construction Contract referenced on the reverse hereof nor an assumption of responsibility for any failure of Contractor to furnish and perform the Work thereunder in accordance with the Contract Documents. rage 2 of2 Exhibit E - Notice ofAcceptability ofwork EJCDC E-505 Standard Form ofAgreement Between Owner and Engineer forProfessional Services—Task Order Edition Copyright 02004 National Society of Professional Engineers for FTCDC. All rights reserved. This is EXHIBIT F, consisting of 1 page, referred to in and part of the Agreement, between Owner and Engineer for Professional Services — Task Order Edition dated March 28, 2013. Construction Cost Limit Paragraph 5.02 of the Agreement is amended and supplemented to include the following when incorporated in the Task Order for a Strecific Proiect: F.5.02 Designing to Construction Cost Limit A. A Construction Cost limit maybe set forth in the Task Order. B. In such case, a bidding or negotiating contingency will be added to any Construction Cost limit. C. The acceptance by Owner at any time during Basic Services of a revised opinion ofprobable Construction Cost in excess of the then established Construction Cost limit will constitute a corresponding increase in the Construction Cost limit. D. Engineer will be permitted to determine what types of materials, equipment and component systems, and the types and quality thereof are to be included in the Drawings and Specifications and to make reasonable adjustments in the scope, extent, and character of a Specific Project to the extent consistent with the project requirements and sound engineering practices to bring the project within the Construction Cost limit. E. If the Bidding or Negotiating Phase has not commenced within three months after completion of the Final Design Phase, or if industry -wide prices are changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit will not be binding on Engineer, and Owner shall consent to an adjustment in such Construction Cost limit commensurate with any applicable change in the general level of prices in the construction industry between the date of completion of the Final Design Phase and the date on which proposals or Bids are sought. F. If the lowest bona fide proposal or Bid exceeds the established Construction Cost limit, Owner shall (1) give written approval to increase such Construction Cost limit, or (2) authorize negotiating or rebidding the Specific Project within a reasonable time, or (3) cooperate in revising the Specific Project's scope, extent, or character to the extent consistent with the Specific Project's requirements and with sound engineering practices. In the case of (3), Engineer shall modify the Contract Documents as necessary to bring the Construction Cost within the Construction Cost limit. Owner shall pay Engineer's cost to provide such modification services, including the costs of the services of Engineer's Consultants, all overhead expenses reasonably related thereto, and Reimbursable Expenses, but without profit to Engineer on account of such services. The providing of such services will be the limit of Engineer's responsibility in this regard and, having done so, Engineer shall be entitled to payment for J services and expenses in accordance with this Agreement and will not otherwise be liable for damages attributable to the lowest bona fide proposal or Bid exceeding the established Construction Cost limit. Page 1 of 1 Exhibit F— Construction Cost Limit EJCDC E-505 Standard Corm of Agreement Between Owner and Engineer for Professional Services—Task Order Edition Copyright @2004 National Society ofProfessional Engineers for F.JCDC. All rights reserved, N This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services -- Task Order Edition dated March 28, 2013. Insurance Paragraph 6.04 of the Agreement is amended and supplemented to include the following agreement of the parties. G.6.04 Insurance A. The limits of liability for the insurance required by paragraphs 6.04.A and 6.043 of the Agreement are as follows: 1. By Engineer: a. Workers' Compensation: Statutory b. Employer's Liability -- 1) Each Accident: $1,000,000 2) Disease, Policy Limit: $1,000,000 3) Disease, Each Employee: $1,000,000 c. General Liability -- 1) Each Occurrence (Bodily Injury and Property Damage): $1,000,000 2) General Aggregate: $2,000,000 d. Excess or Umbrella Liability -- 1) Each Occurrence: $2,000,000 2) General Aggregate: $2,000,000 e. Automobile Liability -- 1) Combined Single Limit Bodily Injury and Property Damage): Each Accident $1,000,000 f. Professional Liability -- 1) Each Occurrence: $2,000,000 2) General Aggregate: $2,000,000 g. Other (specify): N/A Page 1 of 2 Exbibit G - Insurance EJCDC L-505 Standard Form ofAgreement Between Owner and Eagincer for Professional Services—Task Order Edition Copyright 02004 National Society ofProfessional Engineers for EJCDC. All rights reserved. 2. By Owner: a. Workers' Compensation: Statutory b. Employer's Liability -- 1) Each Accident $ 2) Disease, Policy Limit $ 3) Disease, Each Employee $ c. General Liability -- 1) General Aggregate: $ 2) Each Occurrence (Bodily Injury and Property Damage): $ d. Excess Umbrella Liability -- 1) Each Occurrence: $ 2) General Aggregate: $ e. Automobile Liability -- 1) Bodily Injury: a) Each Accident $ 2) Property Damage: a) Each Accident $ or] 1) Combined Single Limit Bodily Injury and Property Damage): Each Accident $ f Other (specify): B. Additional Insureds 1. Engineer and the Consultants identified in the Task Order for a Specific Project shall be listed on Owner's policies of insurance as additional insureds as provided in paragraph 6.04.B. Page 2 of2 ExhibitG - Insurance EJCDC E-505 Standard Form ofAgreement Between Owner and Engineer for Professional Services—Task order Edition Copyright®2004 National Society ofprofessional Engineers for TTCDC. All rights reserved. This is EXHIBIT H, consisting of I page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated March 28, 2013. Dispute Resolution Paragraph 6.08 of the Agreement is amended and supplemented to include the following agreement of the parties: H6.08 Dispute Resolution A. Owner and Engineer agree that in the event of a dispute arising out of or relating to the agreement or the services to be rendered hereunder, both parties hereby agree to (1) attempt to resolve such disputes through direct negotiations between the appropriate representatives of each party, (2) if such negotiations are not fully successful, the parties agree to attempt to resolve any remaining dispute by formal nonbinding mediation conducted in accordance with rules and procedures to be agreed upon by both parties, and (3) if the dispute or any issues remain unresolved after the fust two steps, either party may seek to have the dispute resolved by a court ofcompetent jurisdiction. Page l Exhibit H - DisputeResolution) EJCDC 1x505 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 Natioul Society of Professional Engineers for EJCDC. All rigits reserved. This is EXHIBIT 1, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated March 28, 2013. Allocation of Risks I.6.10.A Limitation ofEngineer's Liability 1. Engineer's Liability Limited to Amount of Engineer's Compensation. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Engineer and Engineer's officers, directors, partners, employees, agents, and Engineer's Consultants, and any of them, to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to a Specific Project or Task Order from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, or breach of contract or warranty, express or implied, of Engineer or Engineer's officers, directors, partners, employees, agents, or Engineer's Consultants, or any of them, shall not exceed the total compensation received by Engineer under such Task Order. 2. Exclusion of Consequential Damages. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the Owner nor the Engineer, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation or any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Owner and the Engineer shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. Page IofI Exhibit I --Allocation of Risks EJCDC E-505 Standard Form of Agreement Rehveen Owner and Engineer Professional Services—Task Order Edition Copyright 02004 National Society orProfessional Engineers for EJCDC. All rights reserved. This is EXHIBIT K, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services — Task Order Edition dated Amendment To Task Order No. 1. Background Data: a. Effective Date ofTask Order Agreement: b. Owner: C. Engineer: d. Specific Project: 2. Nature of Amendment [Check those that are applicable and delete those that are inapplicable.] Additional Services to be performed by Engineer Modifications to Services of Engineer Modifications to Responsibilities of Owner Modifications to Payment to Engineer Modifications to Time(s) for rendering Services Modifications to other terms and conditions of the Task Order 3. Description of Modifications Attachment 1, "Modifications" List other Attachments, if any] Page 1 of 2 Exhibit IC– Amendment to TaskOrder EJCDC E-505 Standard Form ofAgreement Between Owner and Engineer for Professional Scrviccs—Task Order Edition Copyright 02004 national Society of Professional Engineers for EJCDC. All rights reserved. Owner and Engineer hereby agree to modify the abovereferenced Task Order as set forth in this Amendment. All provisions of the Agreement not modified by this or previous Amendments remain in effect. The Effective Date of this Amendment is OWNER: ENGINEER: By: By: Title: Title: Date Date Signed: Signed: Page2 of2 Exhibit K— Amendment to Task Order EJCDC E-505 Standard Form ofAgreement Between Owner and Engineer for Professional Services—Task Order Edition Copyright 02004 National Society of Professional Engineers for EJCDC. All rights reserved. This is Attachment 1, consisting of pages, to Amendment No. , dated ; Task Order No. .. Modifications Include the folloivingparagraphs that are appropriate and delete those not applicable to this amendment. Refer to paragraph numbers used in the Task Order, the Agreement, or a previous amendment for clarity with respect to the modifications to be made. Use paragraph numbers in this document for ease of reference herein and infuture correspondence or amendments.] 1. Engineer shall perform the following Additional Services: 2. The Scope of Services currently authorized to be performed by Engineer in accordance with the Task Order and previous amendments, if any, is modified as follows: 3. The responsibilities of Owner are modified as follows: d. For the Additional Services or the modifications to services set forth above, Owner shall pay Engineer the following additional or modified compensation: 5. The schedule for rendering services is modified as follows: 6. Other portions of the Task Order (including previous amendments, if any) are modified as follows: Page 1 of1 Attachment 1(Modifications) to Exhibit K—Amendment to Task Order EJCAC E-505 Standard Form ofAgreement Bchvecn Owner and Engineer for PrafeSS10I1a1 Services—Task Order Edition Copyright 02004 National Society ofProfessional Engineers for EJCDC. All rights reserved.