Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Signed Contract_Origin Design Co. for the Kerper Boulevard Lift Station Replacement Project
City of Dubuque City Council Meeting ITEM TITLE SUMMARY: SUGGESTED DISPOSITION: ATTACHMENTS: Description Copyrighted April 1, 2024 Consent Items # 014. Signed Contract(s) J&R Supply, Inc. for the Ring & Lids - Metal Supply Project; Origin Design Co. for the Kerper Boulevard Lift Station Replacement; UPS Technologies for Odor Abatement Analysis. Suggested Disposition: Receive and File Kerper Boulevard Lift Station Replacement Odor Abatement Analysis Ring & Lids - Metal Supply Project Type Supporting Documentation Supporting Documentation Supporting Documentation AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TABLE OF CONTENTS Article 1- Services Of Engineer........................................................................................................ 1.01 Scope................................................................................................................................. Article 2- Owner's Responsibilities.................................................................................................. 2.01 Project Information........................................................................................................... 2.02 Owner's Instructions Regarding Bidding/Proposal and Front -End Construction Contract Documents..................................................................................................................................... 2.03 Owner -Furnished Services................................................................................................. 2.04 Owner's General Responsibilities...................................................................................... 2.05 Payment............................................................................................................................. Article 3- Schedule For Rendering Services..................................................................................... 3.01 Commencement................................................................................................................ 3.02 Time for Completion.......................................................................................................... Article 4- Invoices And Payments.................................................................................................... 4.01 Invoices.............................................................................................................................. 4.02 Payments........................................................................................................................... Article5- Opinions Of Cost.............................................................................................................. 5.01 Opinions of Probable Construction Cost............................................................................ 5.02 Opinions of Total Project Costs.......................................................................................... Article 6- General Considerations................................................................................................... 6.01 Standards of Performance................................................................................................. 6.02 Ownership and Use of Documents.................................................................................... 6.03 Electronic Transmittals...................................................................................................... 6.04 Insurance........................................................................................................................... 6.05 Suspension and Termination............................................................................................. 6.06 Successors, Assigns, and Beneficiaries............................................................................... 6.07 Dispute Resolution............................................................................................................. 6.08 Controlling Law; Venue...................................................................................................... 6.09 Environmental Condition of Site........................................................................................ 6.10 Indemnification and Mutual Waiver.................................................................................. 6.11 Records Retention............................................................................................................. 6.12 Miscellaneous Provisions................................................................................................... 6.13 City of Dubuque Standard Terms and Conditions.............................................................. Article7- Definitions........................................................................................................................ 7.01 Defined Terms................................................................................................................... Article 8- Exhibits And Special Provisions........................................................................................ 8.01 Exhibits to Agreement....................................................................................................... 8.02 Total Agreement................................................................................................................ 8.03 Designated Representatives.............................................................................................. 8.04 Engineer's Certifications.................................................................................................... 8.05 Conflict of Interest............................................................................................................. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 1 Page 1 1 1 1 ..2 ..3 ..4 ..5 ..5 ..5 ..6 ..6 ..6 ..6 ..7 ..7 ..7 ..7 ..7 ..9 10 11 12 14 14 15 15 16 17 17 18 18 18 22 22 23 23 23 23 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES This is an Agreement between City of Dubuque (Owner) and Origin Design Co. (Engineer). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as Kerper Boulevard Lift Station Replacement (Project). Other terms used in this Agreement are defined in Article 7. Engineer's services under this Agreement are generally identified as Planning, Design, Bidding, and Construction Phase Engineering services related to the replacement of the Kerper Boulevard Lift Station, including analysis of planning alternatives related to the Track Sewer abandonment. Owner and Engineer further agree as follows: ARTICLE 1—SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. B. All phases of service will include Management of Engineering Services as shown in Exhibit A. ARTICLE 2—OWNER'S RESPONSIBILITIES 2.01 Project Information A. To the extent Owner has not already provided the following, or has new, additional, or revised information from that previously provided, Owner shall provide Engineer with information and data needed by Engineer in the performance of Basic and Additional Services, including Owner's: 1. design objectives and constraints; 2. space, capacity, and performance requirements; 3. flexibility and expandability needs; 4. design and construction standards; 5. budgetary limitations; and 6. any other available information pertinent to the Project including reports and data relative to previous designs, construction, or investigation at or adjacent to the Site. B. Following Engineer's assessment of initially -available Project information and data and upon Engineer's request, Owner shall obtain, furnish, or otherwise make available (if necessary through retention of specialists or consultants) such additional Project -related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services; or, with consent of Engineer, Owner may authorize the Engineer to obtain or provide all or part of such additional information as Additional Services. Such additional information or data may include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Surveys, topographic mapping, and utility documentation. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 25 4. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 5. Explorations and tests of subsurface conditions at or adjacent to the Site; geotechnical reports and investigations; drawings of physical conditions relating to existing surface or subsurface structures at the Site; hydrographic surveys, laboratory tests and inspections of samples, materials, and equipment; appropriate professional interpretation of such information or data. 6. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental, historical, or cultural studies relevant to the Project, the Site, and adjacent areas. 7. Data or consultations as required for the Project but not otherwise identified in this Agreement. C. Owner shall examine all alternative solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer (including obtaining advice of an attorney, risk manager, insurance counselor, financial/municipal advisor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. D. Owner shall furnish to Engineer data as to Owner's anticipated costs for services to be provided to Owner by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) so that Engineer may assist Owner in collating the various cost categories that comprise Total Project Costs. E. Owner shall advise Engineer if any invention, design, process, product, or device that Owner has requested, required, or recommended for inclusion in the Drawings or Specifications will be subject to payment (whether by Owner or Contractor) of any license fee or royalty to others, as required by patent rights or copyrights. F. Owner shall inform Engineer as to whether Engineer's assistance is requested with respect to Owner's evaluation of the possible use of Project Strategies, Technologies, and Techniques, as defined in Exhibit A. G. Owner shall inform Engineer as to whether Engineer's assistance is requested in identifying opportunities for enhancing the sustainability of the Project. 2.02 Owner's Instructions Regarding Bidding/Proposal and Front -End Construction Contract Documents A. Owner shall give instructions to Engineer regarding Owner's procurement of construction services (including instructions regarding advertisements for bids, instructions to bidders, and requests for proposals, as applicable) and Owner's construction contract practices and requirements, and furnish to Engineer (or give specific directions requesting Engineer to use copies already in Engineer's possession) the following: 1. Owner's standard contract forms, general conditions (if other than the current edition of EJCDC® C-700, Standard General Conditions of the Construction Contract), supplementary conditions, text, and related documents and content for Engineer to include in the draft Bidding/Proposal Documents, and in draft Front -End Construction Contract Documents; EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 25 2. insurance and bonding requirements; 3. protocols for electronic transmittals during bidding and construction; 4. Owner's safety and security programs applicable to Contractor and other Constructors; 5. diversity and other social responsibility requirements; 6. bidding and contract requirements of funding, financing, or regulatory entities; 7. other specific conditions applicable to the procurement of construction or contract documents; 8. any other information necessary for Engineer to assist Owner in preparing its Bidding/Proposal Documents and Front -End Construction Contract Documents. B. Owner shall have responsibility for the final content of (1) such Bidding/Proposal Documents, and (2) such Front -End Construction Contract Documents, other than content furnished by Engineer concerning the design (as set forth in the Drawings, Specifications, or otherwise) or other engineering or technical matters. 1. Owner shall seek the advice of Owner's legal counsel, risk managers, and insurance advisors with respect to the drafting and content of such documents. C. If there will be an advertisement soliciting bids for construction, Owner shall place and pay for such advertisement. 2.03 Owner -Furnished Services A. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, Owner shall obtain, as required for the Project: 1. Accounting, bond and financial advisory services (including, if applicable, "municipal advisor" services as described in Section 975 of the Dodd -Frank Wall Street Reform and Consumer Protection Act (2010) and the municipal advisor registration rules issued by the Securities and Exchange Commission), independent cost estimating, and insurance counseling services. 2. Legal services, including attorney review of proposed Construction Contract Documents, legal services required by Owner, legal services needed as a result of issues raised by Contractor, and Project -related legal services reasonably requested by Engineer. 3. Auditing services, including those needed by Owner to ascertain how or for what purpose Contractor has used money paid to it. B. Owner shall provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Construction Contract Documents (other than those required to be furnished or arranged by Contractor), or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Owner shall provide Engineer with the findings and reports generated by testing laboratories, including findings and reports obtained from or through Contractor. C. Owner shall acquire or arrange for acquisition of the Site(s) and any temporary or permanent rights of access, easements, or property rights needed for the Project. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 25 D. With respect to the portions or phases of the Project designed or specified by Engineer, Owner shall provide, obtain, or arrange for: 1. all required reviews, approvals, consents, and permits from governmental authorities having jurisdiction, and 2. such reviews, approvals, and consents from others as may be necessary for completion of each portion or phase of the Project. E. Owner may delegate to Contractor or others the responsibilities set forth in Paragraphs 2.03.0 and D. 2.04 Owner's General Responsibilities A. Owner shall inform Engineer of the policies, procedures, and requirements of Owner that are applicable to Engineer's performance of services under this Agreement. B. Owner shall provide Engineer with Owner's budget for the Project, including type and source of funding to be used, and will promptly inform Engineer if the budget or funding sources change. C. Owner shall inform Engineer in writing of any safety or security programs that are applicable to the personnel of Engineer, its Subconsultants, and Engineer's Subcontractors, as they visit the Site or otherwise perform services under this Agreement. D. Owner shall arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under this Agreement. E. Owner shall provide necessary direction and make decisions, including prompt review of Engineer's submittals, and carry out its other responsibilities in a timely manner so as not to delay Engineer's performance of its services. F. Owner shall be responsible for all requirements and instructions that it furnishes to Engineer pursuant to this Agreement, and for the accuracy and completeness of all programs, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement. Engineer may use and rely upon such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement, subject to any express limitations or reservations applicable to the furnished items. G. Owner shall give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of: 1. any development that affects the scope or time of performance of Engineer's services; 2. the presence at the Site of any Constituent of Concern; or 3. any relevant, material defect or nonconformance in: (a) Engineer's services, (b) the Work, (c) the performance of any Constructor, or (d) Owner's performance of its responsibilities under this Agreement. H. Owner shall advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructability review. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 25 I. If Owner designates a construction manager, site representative, or any individual or entity other than, or in addition to, Engineer to represent Owner at the Site, Owner shall define and set forth as an exhibit to this Agreement the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. J. Owner shall: 1. Attend and participate in the pre -bid conference, bid opening, pre -construction conferences, construction progress and other job -related meetings, and Site visits to determine Substantial Completion and readiness of the completed Work for final payment. 2. Primarily communicate with Engineer's Subcontractors and Subconsultants through the Engineer. a. Promptly inform Engineer of the substance of any communications between Owner and Engineer's Subcontractors or Subconsultants. b. Refrain from directing the services of Engineer's Subcontractors or Subconsultants. 3. Authorize Engineer to provide Additional Services as set forth in Article 2 of Exhibit A of the Agreement, as required. 4. Perform or provide the following: a. None. 2.05 Payment A. Owner shall pay Engineer as set forth in Article 4 and Exhibit J. B. Engineer's compensation is summarized as follows; if there is a conflict between the following summary and the contents of Exhibit J, then Exhibit J will prevail. Description of Service Amount Basis of Compensation 1. Basic Services (Article 1 of Exhibit A) $202,100.00 Lump Sum 2. Resident Project Representative Services $45,200.00 Hourly Rates 4. Additional Services (Article 2 of Exhibit A) Hourly Rates Based on a 4-month construction period, with full-time RPR services during active construction. 1. Compensation items and totals based in whole or in part on Hourly Rates, Direct Labor, or Percentage of Construction Cost are estimates only. 2. Lump sum amounts incorporate Engineer's labor, overhead, profit, and Engineer's Subcontractor and Subconsultants' charges. ARTICLE 3—SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 25 3.02 Time for Completion A. Engineer shall complete its obligations within a reasonable time. Specific periods of time for rendering services, or specific dates by which services are to be completed, are provided in Exhibit B, and are hereby agreed to be reasonable. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer's services is impaired, or Engineer's services are delayed or suspended, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, will be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Project or Engineer's services, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, will be adjusted equitably. D. If Engineer fails, for reasons within control of Engineer, to complete the performance required in this Agreement within the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to the recovery of direct damages to the extent, if any, resulting from such failure by Engineer. ARTICLE 4—INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices, the progress reporting and special invoicing requirements (if any) in Exhibit A Paragraph 1.01.A, and the terms of Exhibit J. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B. Disputed Invoices: If Owner disputes an invoice, either as to amount or entitlement, then Owner shall promptly advise Engineer in writing of the specific basis for doing so; may withhold only that portion so disputed; and must pay the undisputed portion, subject to the terms of Paragraph 4.01. After a disputed item has been resolved, Engineer shall include the agreed -upon amount on a new invoice. C. Failure to Pay: If Owner fails to make any undisputed payment due Engineer within 30 days after receipt of Engineer's invoice, then: 1. amounts 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 7 days' written notice to Owner, suspend services under this Agreement until Owner has paid in full amounts due. Owner waives any and all claims against Engineer for any such suspension. D. Sales or Use Taxes: If after the Effective Date any governmental entity takes an action that imposes additional sales or use taxes on Engineer's services or compensation under this Agreement, then Engineer may invoice such additional sales or use taxes for reimbursement by Owner. Owner shall reimburse Engineer for the cost of such invoiced additional sales or EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 25 use taxes; such reimbursement will be in addition to the compensation to which Engineer is entitled under the terms of Exhibit J. ARTICLE 5—OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Engineer's opinions of probable Construction Cost (if any) are to be made on the basis of Engineer's experience, qualifications, and general familiarity with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, then Owner agrees to obtain an independent cost estimate. 5.02 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs will be limited to assisting the Owner in tabulating the various categories that comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs. ARTICLE 6—GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with any services performed or furnished by Engineer. B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Owner -furnished information. C. Engineer's Subcontractors and Subconsultants: Engineer may retain such Engineer's Subcontractors and Subconsultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures 1. Engineer and Owner shall comply with applicable Laws and Regulations. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 25 2. Engineer shall comply with the policies, procedures, and instructions of Owner that are applicable to Engineer's performance of services under this Agreement and that Owner provides to Engineer in writing, subject to the standard of care set forth in Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional practice requirements. 3. This Agreement is based on Laws and Regulations and Owner -provided written policies and procedures as of the Effective Date. The following may be the basis for modifications to Owner's responsibilities or to Engineer's scope of services, times of performance, or compensation: a. changes after the Effective Date to Laws and Regulations, b. the receipt by Engineer after the Effective Date of Owner -provided written policies and procedures, and C. changes after the Effective Date to Owner -provided written policies or procedures. F. General Conditions of Construction Contract: The general conditions for any Construction Contract Documents prepared hereunder are to be the current edition of City of Dubuque's Public Improvement Project - Contract Documents Manual, unless expressly indicated otherwise. G. Copies of Drawings and Specifications: If Engineer is required to prepare or furnish Drawings or Specifications under this Agreement, Engineer shall deliver to Owner at least one complete electronic copy of such Drawings and Specifications, signed and sealed according to applicable Laws and Regulations, and one complete printed copy, duly signed and sealed. H. Engineer shall not be required to sign any document, no matter by whom requested, that would result in Engineer having to certify, guarantee, or warrant conditions whose existence Engineer cannot ascertain within the authorized scope of Engineer's services. Owner agrees not to make resolution of any dispute with Engineer or payment of any amount due to Engineer in any way contingent upon Engineer signing any such document. Engineer shall not at any time supervise, direct, control, or have authority over any Constructor's work, nor will Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a Constructor to comply with Laws and Regulations applicable to that Constructor's furnishing and performing of its work. Engineer shall not be responsible for the acts or omissions of any Constructor. J. Engineer neither guarantees the performance of any Constructor nor assumes responsibility for any Constructor's failure to furnish and perform the Work in accordance with the Construction Contract Documents. K. Engineer shall not be responsible for any decision made regarding the Construction Contract Documents, or any application, interpretation, clarification, or modification of the Construction Contract Documents, other than those made by Engineer. L. Engineer is not required to provide and does not have any responsibility for surety bonding or insurance -related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 25 M. Engineer's services do not include providing legal advice or representation. N. Engineer's services do not include (1) serving as a "municipal advisor" for purposes of the registration requirements of Section 975 of the Dodd -Frank Wall Street Reform and Consumer Protection Act (2010) or the municipal advisor registration rules issued by the Securities and Exchange Commission, or (2) advising Owner, or any municipal entity or other person or entity, regarding municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, or other similar matters concerning such products or issuances. O. While at the Site, Engineer, its Subconsultants, and Engineer's Subcontractors, and their employees and representatives will comply with the applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 Ownership and Use of Documents A. All Documents are instruments of service, and Engineer owns the Documents, including all associated copyrights and the right of reuse at the discretion of the Engineer, subject to the following provisions: 1. Upon receipt by Engineer of full payment due and owing for all services relating to preparation of the Documents and subject to the express exclusions that follow, Engineer and any Subconsultants will grant to Owner the ownership of the Documents, including all associated copyrights and the right of reuse. 2. When requested by Owner, Engineer will perform any clerical or administrative acts reasonably necessary to confirm or record the transfer of Engineer's interests in the Documents to the Owner, and Owner will reimburse the Engineer for its costs to comply with the transfer request. 3. Engineer shall have and retain the ownership, title, and property rights, including copyright, patent, intellectual property, and common law rights, in any design elements (including but not limited to standard details, drawings, plans, specifications, methodologies, and engineering computations) used in the Documents, but developed by Engineer or its Subconsultants previous to or independent of this Agreement ("Previously/Independently Created Works"). Engineer shall provide appropriate verification of such previous or independent development upon Owner's request. 4. Upon receipt by Engineer of full payment due and owing for all services relating to preparation of the Documents, Engineer will issue to Owner a royalty -free, nonexclusive and irrevocable license to use such Previously/Independently Created Works on the Project or on any extension of the Project. 5. Owner acknowledges that the Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer. 6. Any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 25 7. Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer. 8. Such limited license to Owner shall not create any rights in third parties. 9. Nothing herein limits the Engineer's right of use or reuse of Previously/Independently Created Works or any of Engineer's non -Document work product. B. If Engineer at Owner's request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. C. Engineer shall inform Owner if Engineer is aware of any invention, design, process, product, or device specified in the Drawings, Specifications, or other Documents that is subject to payment (whether by Owner or Contractor) of any license fee or royalty to others, as required by patent rights or copyrights. If Engineer's good -faith inclusion in the Drawings, Specifications, or other Documents of new, innovative, or non-standard technologies, for the benefit of Owner and the Project, results in third -party claims of infringement or violation of intellectual property rights, then Owner and Engineer shall share equally the costs of defending against, settling, or paying such claims. D. Engineer will obtain Owner's consent, which will not be unreasonably withheld, prior to releasing any publicity, including news and press releases, promotional publications, award and prize competition submittals, and other advertising regarding the subject matter of this Agreement. Nothing herein will limit the Engineer's right to include information in statements of qualifications and proposals to others accurately describing its participation and participation of employees in the Project. 6.03 Electronic Transmittals A. To the fullest extent practical, Owner and Engineer agree to transmit, and accept, Project - related correspondence, Documents, text, data, drawings, information, and graphics, in electronic media or digital format, either directly, or through access to a secure Project website, in accordance with Exhibit F, Electronic Documents Protocol (EDP). 1. Compliance with the EDP by Engineer shall be considered a Basic Service and no direct or separate compensation will be paid to Engineer for such compliance, unless provisions for separate compensation are expressly set forth in the EDP. 2. Engineer's costs directly attributable to changes in Engineer's Electronic Documents obligations, after the effective date of this Agreement, necessitated by revisions to Exhibit F, delayed adoption of Exhibit F, or implementation of other Electronic Documents protocols, will be compensated as Additional Services. B. If this Agreement does not include Exhibit F or otherwise does not establish or include protocols for transmittal of Electronic Documents by Electronic Means, then Owner and Engineer may operate without specific protocols or may jointly develop such protocols at a later date. C. Except as stated otherwise in Exhibit F (if included in this Agreement), when transmitting Electronic Documents by Electronic Means, the transmitting party makes no representations EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 25 as to long term compatibility, usability, or readability of the Electronic Documents resulting from the recipient's use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the Electronic Documents, or from those established in applicable protocols. D. This Agreement (including the EDP) is not intended to create obligations for Owner or Engineer with respect to transmittals to or from third parties, except as expressly stated in the EDP. 6.04 Insurance A. Engineer shall procure and maintain insurance as set forth in Exhibit G. B. Additional Insureds: The Engineer's commercial general liability, automobile liability, and umbrella or excess liability policies, must: 1. include and list as additional insureds Owner, and any individuals or entities identified as additional insureds in Exhibit G; 2. include coverage for the respective officers, directors, members, partners, and employees of all such additional insureds; 3. afford primary coverage to these additional insureds for all claims covered thereby (including as applicable those arising from both ongoing and completed operations); and 4. not seek contribution from insurance maintained by the additional insured. C. Owner shall procure and maintain insurance as set forth in Exhibit G. D. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer, its Subconsultants, and Engineer's Subcontractors to be listed as additional insureds with respect to such liability insurance purchased and maintained by Contractor for the Project. Owner shall give Engineer access to any certificates of insurance and copies of endorsements and policies obtained by Owner from Contractor. E. Owner and Engineer shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates must be furnished prior to commencement of Engineer's services and at renewals thereafter during the life of the Agreement. 1. Upon request by Owner or any other insured, Engineer shall also furnish other evidence of such required insurance, including but not limited to copies of policies and endorsements, documentation of applicable self -insured retentions (if allowed) and deductibles, full disclosure of all relevant exclusions, and evidence of insurance required to be purchased and maintained by Subconsultants and Engineer's Subcontractors. In any documentation furnished under this provision, Engineer may redact (a) any confidential premium or pricing information and (b) any wording specific to projects or jurisdictions other than those applicable to this Agreement. F. All construction contracts entered into by Owner with respect to the Project must require builder's risk or similar property insurance. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 of 25 G. All policies of property insurance relating to the Project, including but not limited to any builder's risk or similar policy, must allow for waiver of subrogation rights and contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insured thereunder or against Engineer, its Subconsultants, or Engineer's Subcontractors. Owner and Engineer waive all rights against each other, Contractor, Engineer's Subcontractors and Subconsultants, and the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils or causes of loss covered by any such builder's risk or similar policy and any other property insurance relating to the Project. Owner and Engineer shall take appropriate measures in other Project -related contracts to secure waivers of rights consistent with those set forth in this paragraph. H. All policies of insurance must contain a provision or endorsement that the coverage afforded will not be canceled, and that renewal will not be refused, until at least 10 days' prior written notice has been given to the primary insured. Upon receipt of such notice, the primary insured must promptly forward a copy of the notice to the other party to this Agreement and replace the coverage being cancelled or reduced to conform to the requirements of this Agreement. At any time, Owner may request that Engineer, or Engineer's Subcontractors or Subconsultants, 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 Engineer's Subcontractors or Subconsultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and Exhibit G will be supplemented to incorporate these requirements. 6.05 Suspension and Termination A. Suspension 1. By Owner: Owner may suspend Engineer's services for up to 90 days upon 7 days' written notice to Engineer. 2. By Engineer: Engineer may, after giving 7 days' written notice to Owner, suspend services under this Agreement: a. if Owner has failed to pay Engineer for invoiced services and expenses, as set forth in Paragraphs 4.02.13 and 4.02.C; b. in response to the presence of Constituents of Concern at the Site, as set forth in Paragraph 6.09.D; or C. if persistent circumstances beyond the control of Engineer have prevented it from performing its obligations under this Agreement. B. Termination for Cause 1. Either party may terminate the Agreement for cause upon 30 days' written notice in the event of substantial failure by the other party to perform in accordance with the terms of the Agreement, through no fault of the terminating party. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of 25 a. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.13.1 if the party receiving such notice begins, within 7 days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30-day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein will extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In addition to its termination rights in Paragraph 6.05.13.1, Engineer may terminate this Agreement for cause upon 7 days' written notice: a. if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional; b. if Engineer's services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer's control; or C. as the result of the presence at or adjacent to the Site of undisclosed Constituents of Concern, as set forth in Paragraph 6.09.E. 3. Engineer will have no liability to Owner on account of any termination by Engineer for cause. C. Termination for Convenience: Owner may terminate this Agreement for convenience, effective upon Engineer's receipt of notice from Owner. D. Extension of Effective Date of Termination: If Owner terminates the Agreement for cause or convenience, Owner may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. Engineer shall be entitled to compensation for such tasks. E. Payments Upon Termination: In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all reimbursable expenses incurred through the effective date of termination. Upon making such payment, Owner will have the limited right to the use of Documents, at Owner's sole risk, subject to the provisions of Paragraph 6.02.A. 1. If Owner has terminated the Agreement for cause and disputes Engineer's entitlement to compensation for services and reimbursement of expenses, then Engineer's entitlement to payment and Owner's rights to the use of the Documents will be resolved in accordance with the dispute resolution provisions of this Agreement or as otherwise agreed in writing. 2. If Owner has terminated the Agreement for convenience, or if Engineer has terminated the Agreement for cause, then Engineer will be entitled, in addition to the payments identified above, to invoice Owner and receive payment of 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 EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 of 25 contracts with Engineer's Subcontractors or Subconsultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit J. 6.06 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.06.13 the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, claims arising out of this Agreement or money that is due or may become due) in this Agreement without the written consent of the other party, except to the extent that any assignment, subletting, or transfer is mandated by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 2. Nothing in this Agreement will be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Constructor, other third -party individual or entity, or to any surety for or employee of any of them. 3. Owner agrees that the substance of the provisions of this Paragraph 6.06.0 will appear in the Construction Contract Documents. 6.07 Dispute Resolution A. Unless otherwise required by Exhibit H, Owner and Engineer shall resolve all disputes in the following manner: 1. Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice, prior to invoking mediation. 2. Owner and Engineer agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to this Agreement or the breach thereof ("Disputes") to mediation. Owner and Engineer agree to participate in the mediation process in good faith. The process will be conducted on a confidential basis, and must be completed within 120 days. 3. If the parties fail to resolve a Dispute through negotiations under Paragraph 6.07.A.1 or mediation under Paragraph 6.07.A.2, then: a. either or both may invoke the applicable dispute resolution procedures of Exhibit H for final resolution of Disputes. b. If Exhibit H is not included, or if no final dispute resolution method is specified in Exhibit H, then the parties may exercise their rights at law. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 of 25 6.08 Controlling Law; Venue A. This Agreement is to be governed by the Laws and Regulations of the state in which the Project is located. B. Venue for any exercise of rights at law will be the state court having jurisdiction at the location of the Project; or at the choice of either party, and if federal jurisdictional requirements can be met, in federal court in the district in which the Project is located. 6.09 Environmental Condition of Site A. Owner represents to Engineer that, as of the Effective Date, to the best of Owner's knowledge, no Constituents of Concern, other than those disclosed in writing to Engineer, exist at or adjacent to the Site. B. Undisclosed Constituents of Concern: For purposes of this Paragraph 6.09, the presence at or adjacent to the Site of Constituents of Concern that were not disclosed to Engineer pursuant to Paragraph 6.09.A, in such quantities or circumstances that such Constituents of Concern may present a danger to persons or property exposed to them, will be referred to as "undisclosed" Constituents of Concern. 1. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of this Agreement or the Construction Contract, are not undisclosed Constituents of Concern. 2. Constituents of Concern that are to be located, identified, studied, removed, or remediated as part of the services under this Agreement are not undisclosed Constituents of Concern. 3. Constituents of Concern that are to be located, identified, studied, removed, or remediated as part of the services under another professional services contract for Owner, or as part of the work under a construction or remediation contract, are not undisclosed Constituents of Concern if Engineer has been informed of the general scope of such contract. C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (1) Owner and (2) appropriate authorities having jurisdiction if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Engineer's scope of services does not include any services related to undisclosed Constituents of Concern. If Engineer or any other party encounters, uncovers, or reveals an undisclosed Constituent of Concern, or if encountered, uncovered, or revealed Constituents of Concern are present in substantially greater quantities or substantially different locations than disclosed or anticipated, or if investigative or remedial action, or other professional services, are necessary or required by applicable Laws and Regulations with respect to such Constituents of Concern, then Engineer may, at its option and without liability for direct, consequential, or any other damages, suspend performance of services on the portion of the Project adversely affected thereby until such portion of the Project is no longer so affected; and Owner shall promptly determine whether to retain a qualified expert to evaluate such condition or take any necessary corrective action. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 of 25 E. If the presence at the Site of undisclosed Constituents of Concern, or of Constituents of Concern in substantially greater quantities or in substantially different locations than disclosed or anticipated, adversely affects the performance of Engineer's services under this Agreement, then: 1. if the adverse effects do not preclude Engineer from completing its Project services in general accordance with this Agreement on unaffected or marginally affected portions of the Project, Engineer may accept an equitable adjustment in its compensation or in the time of completion, or both; and the Agreement will be amended to reflect changes necessitated by the presence of such Constituents of Concern; or 2. if the adverse effects are of such materiality to the overall performance of Engineer that it cannot complete its services without significant changes to the scope of services, time of completion, and compensation, then Engineer may terminate this Agreement for cause on 7 days' written notice. F. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and will not be required to become an "owner," "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's activities under this Agreement. 6.10 Indemnification and Mutual Waiver A. Indemnification by Engineer: To the fullest extent permitted by Laws and Regulations, Engineer shall indemnify and hold harmless Owner, and Owner's officers, directors, members, partners, agents, and employees, from losses, damages, and judgments (including reasonable consultants' and attorneys' fees and expenses) arising from third -party claims or actions relating to the Project, provided that any such claim, action, loss, damages, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer's officers, directors, members, partners, agents, employees, Subconsultants, or Engineer's Subcontractors. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, "Limitations of Liability." B. Environmental Indemnification: To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Engineer, its Subconsultants, Engineer's Subcontractors, and their officers, directors, members, partners, agents, employees, and subconsultants from all claims, costs, losses, damages, actions, and judgments (including reasonable consultants' and attorney's fees and expenses) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that: 1. any such claim, cost, loss, damages, action, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and 2. nothing in this paragraph obligates Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 of 25 C. No Defense Obligation: The indemnification commitments in this Agreement do not include a defense obligation by the indemnitor unless such obligation is expressly stated. D. Percentage Share of Negligence: To the fullest extent permitted by Laws and Regulations, a party's total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, will not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. E. Mutual Waiver: To the fullest extent permitted by Laws and Regulations, Owner and Engineer waive against each other, and the other's officers, directors, members, partners, agents, employees, subconsultants, and insurers, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to this Agreement or the Project, from any cause or causes. Such excluded damages include but are not limited to loss of profits or revenue; loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; and cost of capital. 6.11 Records Retention A. Engineer shall maintain on file in legible form, for a period of five years following completion or termination of its services, or such other period as required by Laws and Regulations, all Documents, records (including cost records), and design calculations related to Engineer's services or pertinent to Engineer's performance under this Agreement. Upon Owner's request, Engineer shall provide a copy of any such item to Owner at cost. 6.12 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing and delivered: in person (by commercial courier or otherwise); by registered or certified mail; or by e-mail to the recipient, with the words "Formal Notice" or similar in the e-mail's subject line. All such notices are effective upon the date of receipt. B. Survival: Subject to applicable Laws and Regulations, all express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations will be deemed stricken, and all remaining provisions will continue to be valid and binding upon Owner and Engineer. D. No Waiver: A party's non -enforcement of any provision will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by Laws and Regulations, all causes of action arising under this Agreement will be deemed to have accrued, and all statutory periods of limitation will commence, no later than the date of Substantial Completion; or, if Engineer's services do not include Construction Phase services, or the Project is not completed, then no later than the date of Owner's last payment to Engineer. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 of 25 6.13 City of Dubuque Standard Terms and Conditions A. The City of Dubuque Standard Terms and Conditions are attached by Exhibit K to this Agreement. Exhibit K shall supplement this Agreement. In the event of conflicting clauses, Exhibit K will prevail, limited to the extent of the conflicting clause. ARTICLE 7—DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following definitions: 1. Addenda —Written or graphic instruments issued prior to the opening of bids which clarify, correct, or change the bidding requirements or the proposed Construction Contract Documents. 2. Additional Services —The services to be performed for or furnished to Owner by Engineer in accordance with Article 2 of Exhibit A of this Agreement. 3. Agreement —This written contract for professional services between Owner and Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. 4. Application for Payment —The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Construction Contract. 5. Basic Services —The services to be performed for or furnished to Owner by Engineer in accordance with Article 1 of Exhibit A of this Agreement. 6. Bidding/Proposal Documents —Documents related to the selection of the Contractor, including advertisements or invitations to bid; requests for proposals; instructions to bidders or proposers, including any attachments such as lists of available Site -related documents; bid forms; bids; proposal forms; proposals; bidding requirements; and qualifications documents. 7. Change Order —A document which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Construction Contract Price or the Construction Contract Times, or other revision to the Construction Contract, issued on or after the effective date of the Construction Contract. 8. Change Proposal —A written request by Contractor, duly submitted in compliance with the procedural requirements set forth in the Construction Contract, seeking an adjustment in Construction Contract Price or Construction Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Construction Contract Documents or the acceptability of Work under the Construction Contract Documents; challenging a set-off against payments due; or seeking other relief with respect to the terms of the Construction Contract. 9. Constituents of Concern —Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), lead -based paint (as defined by the HUD/EPA standard), hazardous EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 of 25 waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to Laws and Regulations regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 10. Construction Contract —The entire and integrated written contract between Owner and Contractor concerning the Work. 11. Construction Contract Documents —Those items designated as "Contract Documents" in the Construction Contract, and which together comprise the Construction Contract. See also definition of "Front -End Construction Contract Documents" below. 12. Construction Contract Price —The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Construction Contract Documents. 13. Construction Contract Times —The number of days or the dates by which Contractor must: (a) achieve milestones, if any, in the Construction Contract; (b) achieve Substantial Completion; and (c) complete the Work. 14. Construction Cost —The cost to Owner of the construction of those portions of the entire Project designed or specified by or for Engineer under this Agreement, including construction labor, services, materials, equipment, insurance, and bonding costs, and allowances for contingencies. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights -of -way, or compensation for damages to property; Owner's costs for legal, accounting, insurance counseling, or auditing services; interest or financing charges incurred in connection with the Project; or the cost of other services to be provided by others to Owner. Construction Cost is one of the items comprising Total Project Costs. 15. Constructor —Any person or entity (not including the Engineer, its employees, agents, representatives, or Subconsultants, or Engineer's Subcontractors), performing or supporting construction activities relating to the Project, including but not limited to Contractors, Subcontractors, Suppliers, Owner's work forces, utility companies, other contractors, construction managers, design -builders, testing firms, shippers, and truckers, and the employees, agents, and representatives of any or all of them. 16. Contractor —The entity or individual with which Owner enters into a Construction Contract. 17. Documents —All documents expressly identified as deliverables in this Agreement, whether in printed or Electronic Document form, required by this Agreement to be provided or furnished by Engineer to Owner. Such specifically required deliverables may include, by way of example, Drawings, Specifications, data, reports, building information models, and civil integrated management models. 18. Drawings —That part of the Construction Contract Documents that graphically shows the scope, extent, and character of the Work to be performed by Contractor. 19. Effective Date —The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. 20. Electronic Document —Any Project -related correspondence, attachments to correspondence, data, documents, drawings, information, or graphics, including but not EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 of 25 limited to Shop Drawings and other Submittals, that are in an electronic or digital format. 21. Electronic Means —Electronic mail (e-mail), upload/download from a secure Project website, or other communications methods that allow: (a) the transmission or communication of Electronic Documents; (b) the documentation of transmissions, including sending and receipt; (c) printing of the transmitted Electronic Document by the recipient; (d) the storage and archiving of the Electronic Document by sender and recipient; and (e) the use by recipient of the Electronic Document for purposes permitted by this Agreement. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents. 22. Engineer —The individual or entity named as such in this Agreement. 23. Engineer's Subcontractor —An individual, firm, vendor, or other entity having a contract with Engineer to furnish general services, equipment, or materials with respect to the Project as an independent contractor. 24. Field Order —A written order issued by Engineer which requires minor changes in the Work but does not change the Construction Contract Price or the Construction Contract Times. 25. Front -End Construction Contract Documents —Those Construction Contract Documents whose primary purpose is to establish legal and contractual terms and conditions, typically including the Owner -Contractor agreement, bonds, general conditions, and supplementary conditions. The term excludes the Drawings and Specifications, and any Construction Contract Documents delivered or issued after the effective date of the Construction Contract. 26. Laws and Regulations; Laws or Regulations —Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 27. Owner —The individual or entity named as such in this Agreement and for which Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 28. Project —The total undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the services to be performed or furnished by Engineer under this Agreement are a part. 29. Record Drawings —Drawings depicting the completed Project, or a specific portion of the completed Project, prepared by Engineer and based on Contractor's record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 30. Resident Project Representative —The authorized representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative (RPR) includes any assistants or field staff of the RPR. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 of 25 31. Samples —Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged. 32. Shop Drawings —All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Construction Contract Documents. 33. Site —Lands or areas to be indicated in the Construction Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights -of -way and easements, and such other lands furnished by Owner which are designated for the use of Contractor. 34. Specifications —The part of the Construction Contract Documents that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 35. Subconsultant—An individual, design firm, consultant, or other entity having a contract with Engineer to furnish professional services with respect to the Project as an independent contractor. 36. Subcontractor —An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work. 37. Submittal —A written or graphic document, prepared by or for Contractor, which the Construction Contract Documents require Contractor to submit to Engineer, or that is indicated as a Submittal in the Schedule of Submittals accepted by Engineer. Submittals may include Shop Drawings and Samples; schedules; product data; Owner -delegated designs; sustainable design information; information on special procedures; testing plans; results of tests and evaluations, source quality -control testing and inspections, and field or Site quality -control testing and inspections; warranties and certifications; Suppliers' instructions and reports; records of delivery of spare parts and tools; operations and maintenance data; Project photographic documentation; record documents; and other such documents required by the Construction Contract Documents. Submittals, whether or not approved or accepted by Engineer, are not Construction Contract Documents. Change Proposals, Change Orders, Claims, notices, Applications for Payment, and requests for interpretation or clarification are not Submittals. 38. Substantial Completion —The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Construction Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 39. Supplier —A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 21 of 25 40. Total Project Costs —The total cost of planning, studying, designing, constructing, testing, commissioning, and start-up of the Project, including Construction Cost and all other Project labor, services, materials, equipment, insurance, and bonding costs, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project -related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights -of -way, compensation for damages to properties and private utilities (including relocation if not part of Construction Cost), Owner's costs for legal, accounting, insurance counseling, and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner. 41. Underground Facilities —All active or not -in-service underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the Site, including but not limited to those facilities or systems that produce, transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. An abandoned facility or system is not an Underground Facility. 42. Work —The entire construction or the various separately identifiable parts thereof required to be provided under the Construction Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start-up, and commissioning, all as required by the Construction Contract Documents. 43. Work Change Directive —A written directive to Contractor issued on or after the effective date of the Construction Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work. B. Terminology 1. The word "day" means a calendar day of 24 hours measured from midnight to the next midnight. ARTICLE 8—EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits to Agreement The following exhibits are incorporated by reference and included as part of this Agreement: A. Exhibit A, Engineer's Services. B. Exhibit B, Deliverables Schedule. C. Exhibit C, Amendment to Owner -Engineer Agreement (form). "CURRENTLY NOT USED" D. Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative. E. Exhibit E, EJCDC° C-626, Notice of Acceptability of Work (form). "CURRENTLY NOT USED" EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 22 of 25 F. Exhibit F, Electronic Documents Protocol (EDP). "NOT USED" G. Exhibit G, Insurance. H. Exhibit H, Dispute Resolution. "NOT USED" Exhibit I, Limitations of Liability. J. Exhibit J, Payments to Engineer for Services and Reimbursable Expenses K. Exhibit K, City of Dubuque Standard Terms and Conditions. 8.02 Total Agreement A. This Agreement (which includes the exhibits listed above) constitutes the entire contractual agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a written instrument duly executed by both parties. Amendments should be based whenever possible on the format of Exhibit C to this Agreement. 8.03 Designated Representatives A. With the execution of this Agreement, Engineer and Owner shall each designate a specific individual to act as representative under this Agreement. Such an individual must have authority to transmit instructions, receive information, and render decisions with respect to this Agreement on behalf of the party that the individual represents. 8.04 Engineer's Certifications A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: 1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. 8.05 Conflict of Interest A. Nothing in this Agreement will be construed to create or impose any duty on the part of Engineer that would be in conflict with Engineer's paramount obligations to the public health, safety, and welfare under the professional practice requirements governing Engineer, its Subconsultants, and all licensed professionals employed by Engineer or its Subconsultants. B. If during the term of this Agreement a potential or actual conflict of interest arises or is identified: 1. Engineer and Owner together will make reasonable, good faith efforts to avoid or eliminate the conflict of interest; to mitigate any adverse consequences of the conflict EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 23 of 25 of interest; and, if necessary and feasible, to modify this Agreement to address the conflict of interest and its consequences, such that progress under the Agreement may continue. 2. Such efforts will be governed by applicable Laws and Regulations and by any pertinent Owner's policies, procedures, and requirements (including any conflict of interest resolution methodologies) provided to Engineer under Paragraph 2.04.A of this Agreement. EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 24 of 25 This Agreement's Effective Date is 3/19/2024 Owner: City of Dubuque (name of organization) By: k�, A&.t, (individual's sig ature) Date: 03/19/2024 (date signed) Name: Michael C. Van Milligen (typed or printed) Title: City Manager (typed or printed) Attest: ia� /�, gV (individual's signature) Adrienne Breitfelder Title: City Clerk (typed or printed) Address for giving notices: City of Dubuque, Engineering Department 50 West 13th Street Dubuque, Iowa 52001 Designated Representative: Name: Maxwell O'Brien (typed or printed) Title: Civil Engineer (typed or printed) Address: City of Dubuque, Engineering Department 50 West 13th Street Dubuque, Iowa 52001 Phone: 563-690-6034 Email: mobrien@cityofdubuque.org Engineer: Origin Design Co. (name of organization) By: IA� (individual's signature) Date: 3/18/2024 (date signed) Name: Lauren Ray, PE, SE (typed or printed) Title: Vice President/Secretary (typed or printed) Attest: 1 !" PA-4— (individual's signature) Marc Ruden, PE Title: Water Resources Team Leader (typed or printed) Address for giving notices: Origin Design Co. 137 Main Street, Suite 100 Dubuque, Iowa 52001 Designated Representative: Name: Marc Ruden, PE (typed or printed) Title: Water Resources Team Leader (typed or printed) Address: Origin Design Co. 137 Main Street, Suite 100 Dubuque, Iowa 52001 Phone: 563-556-2464 Email: marc.ruden@origindesign.com EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 25 of 25 EXHIBITS TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TABLE OF CONTENTS EXHIBIT A -ENGINEER'S SERVICES EXHIBIT A - APPENDIX 1: SURVEY AND STAKING SERVICES EXHIBIT B-DELIVERABLES SCHEDULE EXHIBIT C-AMENDMENT TO OWNER -ENGINEER AGREEMENT "CURRENTLY NOT USED" EXHIBIT D-DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE EXHIBIT E-EJCDC° C-626, NOTICE OF ACCEPTABILITY OF WORK "CURRENTLY NOT USED" EXHIBIT F-ELECTRONIC DOCUMENTS PROTOCOL (EDP) - "NOT USED" EXHIBIT G-INSURANCE EXHIBIT H-DISPUTE RESOLUTION - "NOT USED" EXHIBIT I -LIMITATIONS OF LIABILITY EXHIBIT J -- PAYEMTNS TO ENGINEER FOR SERVICES ANDA REIMBURSEABLE EXPENSES COMPENSATION PACKET BC-1: BASIC SERVICES -LUMP SUM COMPENSATION PACKET RPR-2: RESIDENT PROJECT REPRESENTATIVE -STANDARD HOURLY RATES COMPENSATION PACKET AS-1: ADDITIONAL SERVICES -STANDARD HOURLY RATES APPENDIX 1: REIMBURSABLE EXPENSES SCHEDULE APPENDIX 2: STANDARD HOURLY RATES SCHEDULE EXHIBIT K-CITY OF DUBUQUE STANDARD TERMS AND CONDITIONS Exhibits to EJCDC° E-500, Agreement between Owner and Engineer for Professional Services. Copyright° 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 1 EXHIBIT A —ENGINEER'S SERVICES Exhibit A Table of Contents Article1— BASIC SERVICES...................................................................................................................1 1.01 Management of Engineering Services..................................................................................1 1.02 Study and Report Phase........................................................................................................2 1.03 Preliminary Design Phase.....................................................................................................4 1.04 Final Design Phase................................................................................................................8 1.05 Bidding/Proposal Phase......................................................................................................12 1.06 Construction Phase.............................................................................................................13 Article 2— ADDITIONAL SERVICES......................................................................................................20 2.01 Additional Services Not Requiring Owner's Written Authorization....................................20 2.02 Additional Services Requiring Owner's Written Authorization...........................................22 Engineer shall provide Basic and Additional Services as set forth below. ARTICLE 1—BASIC SERVICES 1.01 Management of Engineering Services 1. Coordinate services within Engineer's internal team, and with Subconsultants and Engineer's Subcontractors. 2. Prepare for and participate in meetings with consultants and contractors working on other parts of the Project that may affect, or be affected by, Engineer's services or resulting construction. 3. Prepare and submit monthly engineering services progress reports to the Owner. Include summary of services performed in period, expected progress in next period, percent completion of current tasks, and a description of major issues or concerns. 4. Special Invoicing: In addition to, or as a substitute for, Engineer's standard invoicing, provide the specified additional information or documentation, following the invoicing procedures indicated: Not Applicable. 5. Conduct ongoing management tasks, including: a. Maintaining communications records and files pertaining to or arising from Engineer's services; b. With respect to Engineer's services and other directly relevant parts of the Project, prepare for and participate in periodic progress meetings with Owner to discuss progress, schedule, budget, issues, potential problems and their resolution; and c. Preparing agendas prior to and minutes following all Engineer -led meetings. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 25 B. In all phases of Engineer's services, Engineer shall prepare draft and final Drawings in accordance with Engineer's CAD standards. C. The source documents for the draft and final Specifications in all phases of Engineer's services will be Owner's standard specifications, unless otherwise mutually agreed upon by the parties. 1.02 Study and Report Phase A. Engineer shall: 1. Consult with Owner to define and clarify Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations, and identify available data, information, reports, facilities plans, and site evaluations. 2. Conduct a site visit to obtain the following: a. Review the proposal scope and to collect any site data and drawings for use in the Facility Planning Reports development. b. Measure applicable site and vault dimensions and elevations for planning purposes. C. Review existing power supply and locations. 3. Coordinate and Conduct Geotechnical Investigations a. Prepare and present recommendations to Owner for services for subsurface explorations, test borings, soil testing and depth to rock borings at the project site as may be required. b. Conduct recommended subsurface explorations, test borings, soil testing, and depth to bedrock field testing through geotechnical engineering firm. c. A Geotechnical Report will be prepared by the Geotechnical Engineering Firm for use in Engineer's design phase service and in preparation of the Construction Contract Documents. 4. Technical Memo Preparation, Review, and Submission a. Prepare Technical Memo No. 1 to analyze the affected sewer service area: 1) Conduct a Sewer Service Area Analysis for required sanitary sewer gravity main in accordance with the requirements of Chapter 11 of the Iowa Wastewater Facilities Design Standards and the SUDAS Design Manual to identify and evaluate future lift station capacity requirements. Potential impacts will include: a) A review of historical flows into the lift station. b) A review of historical flows or a calculation of potential design flows due to Track Line sewer modification alternatives. c) A calculation of additional future flows to the lift station as a result of development within the tributary area. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 25 d) A review of receiving sewer historical flows to verify increases in capacity will not overload the sewer main leading to the Kerper Court Lift Station. 2) Submit the Owner -Review Draft Technical Memo to Owner at approximately the 95% completion level for review. a) Submit one (1) electronic copy to Owner. 3) Collect and incorporate Owner input received during the Owner -Review Draft Technical Memo Meeting into the Final Technical Memo. 4) Prepare and submit the Final Technical Memo to Owner. a) Submit one (1) electronic copy to Owner for record. b. Prepare Technical Memo No. 2 to analyze the Track Line Sewer utility corridor: 1) Conduct a Utility Corridor Alternatives Analysis to identify and evaluate up to two (2) potential Track Sewer alignments to address long-term inspection and maintenance. Alignments will consider: minimum offset from rail lines, procurement of easements, and environmental impacts. 2) Submit the Owner -Review Draft Technical Memo to Owner at approximately the 95% completion level for review. a) Submit one (1) electronic copy to Owner. 3) Collect and incorporate Owner input received during the Owner -Review Draft Technical Memo Meeting into the Final Technical Memo. 4) Prepare and submit the Final Technical Memo to Owner. a) Submit one (1) electronic copy to Owner for record. C. Prepare Technical Memo No. 3 to provide basis of design for the replacement Kerper Boulevard Lift Station: 1) Prepare a basis of design summary for the sizing and general layout of the replacement Kerper Boulevard Lift Station. Contents will include: a) A description of the existing conditions and projections b) A description of the anticipated growth areas and collection system requirements (as summarized from Technical Memo No. 1). c) Description of the site for the improvements, including applicable setback requirements and flood elevations. d) Description of improvements and general layout of lift station. e) Discussion of the estimated capital costs. 2) Submit the Owner -Review Draft Technical Memo to Owner at approximately the 95% completion level for review. a) Submit one (1) electronic copy to Owner. 3) Collect and incorporate Owner input received during the Owner -Review Draft Technical Memo Meeting into the Final Technical Memo. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 25 4) Prepare and submit the Final Technical Memo to Owner. a) Submit one (1) electronic copy to Owner for record. 5. Regulatory Agency Coordination a. Prepare with Owner necessary forms for Owner to submit to Iowa DNR for assignment of Project Manager to act as Iowa DNR representative to review and approve construction permit, including Self -Assessment Matrix and Work Record Request. b. Attend Project Initiation Meeting (PIM) with Owner. Phone conference call is assumed. C. Prepare and submit draft Design Schedules for wastewater permitting process, including Schedules A and E. d. Prepare and submit Technical Memo No. 3 to Iowa DNR. 1) Submit number of copies in format as required to Iowa DNR. e. Respond to comments from Iowa DNR on Technical Memo No. 3. 1) Engineer's review time is estimated to be a maximum of two (2) hours. 2) The scope estimates one (1) submittal of Final Technical Memo No. 3. If the Iowa DNR requires resubmittals, and as mutually agreed upon, Engineer will provide, and it shall be considered Additional Services. B. Engineer's services under the Study and Report Phase will be considered complete on the date when Engineer has delivered to Owner the final Facility Plan and any other Study and Report Phase deliverables. 1.03 Preliminary Design Phase A. Upon authorization from Owner, Engineer shall: 1. Review and assess all available Project information and data, including any pertinent reports or studies (whether prepared by Engineer or others) and any related instructions from Owner. 2. Based on the threshold review and assessment of available information and data, advise Owner of any need for Owner to obtain, furnish, or otherwise make available to Engineer any additional information and data, for Engineer's use in the preparation of a Preliminary Design Phase Report. 3. Review available information and make design calculations, determinations, and judgments for the preliminary design and layout of the improvements, which include the following utilities, facilities, structures, and equipment: a. Lift Station, including: concrete structures for wet well, valve vault, and flow meter; submersible pumps and accessories; pipe, fittings, and valves for pumped wastewater; instruments and sensors required for control and monitoring; and a control panel for operation of the equipment. b. Sanitary Sewer, including manholes and sewer piping for redirecting flow from the existing lift station to the replacement lift station. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 25 C. Force Main, including pipe and fittings for directing pumped flow from the lift station to the existing discharge manhole. d. Lift Station Site Improvements, including roadway access, paving, fencing, and site lighting associated with the lift station. e. Electrical Improvements for powering the lift station equipment, including: supply of secondary power from the electric utility to the lift station site; a service entrance and metering equipment; a transfer switch; and an emergency generator. f. Demolition and Abandonment of the existing lift station and sewer utilities. 4. Prepare Preliminary Design Phase Documents. The Preliminary Design Phase Documents include: a. The form of Construction Contract and bidding -related documents to be used in the Bidding Phase. Federally -approved forms, if applicable, will be used for funding requirements of Project. All documents should be reviewed by the Owner's legal counsel and by the funding agencies. b. A Preliminary Design Memo that includes the following information: 1) General Design Standards and Criteria 2) Unit Process Design Criteria, by Engineering Discipline 3) Site Conditions (including land procurement and easements) 4) Construction Phasing and Demolition 5) Draft List of Construction Contract Drawings 6) 60 Percent (60%) Preliminary Plan and Specification Submittal and Review Checklist 7) Draft Iowa DNR Wastewater Construction Permit Design Schedules: A (General Information), and E (Wastewater Pump Station). c. Opinion of Probable Construction Cost. 5. In preparing the Preliminary Design Phase Documents, use any specific applicable Project Strategies, Technologies, and Techniques authorized by Owner during or following the Study and Report Phase, and include sustainable features and enhanced resiliency, as appropriate, pursuant to Owner's instructions. 6. Visit the Site one (1) time to prepare the Preliminary Design Phase Documents. 7. If at any point in the Preliminary Design Phase it becomes apparent to Engineer that additional reports, data, information, or services of the types described in Article 2 are necessary, then so advise Owner, and assist Owner in obtaining such reports, data, information, or services. 8. Above -Ground Utilities a. Review above -ground utilities information obtained from Owner and from observations at the Site. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 25 b. Make recommendations regarding any further identification, investigation, and mapping of above -ground utilities at or adjacent to the Site, for Engineer's design purposes or otherwise. c. Account for above -ground utilities, based on available information, when advancing design during the Preliminary Design Phase. 9. Underground Facilities a. Review Underground Facilities data furnished by Owner and obtained as a part of the Utility Locate process in the Survey and Staking Services. Assist Owner in reducing and managing risks associated with Underground Facilities by working together with Owner to identify needs for the further identification, investigation, and mapping of Underground Facilities at or adjacent to the Site. 10. Mitigation of Utilities Conflicts a. Identify potential conflicts between the Project (including existing and new facilities and structures) and above -ground utilities and Underground Facilities as reviewed in Exhibit A Paragraphs 1.03.6.8 and 9 above, and advise Owner regarding the need for resolution of such conflicts with utility and Underground Facilities owners and permit agencies. Identify the potential need for the relocation of existing above -ground utilities and Underground Facilities. b. Working together with Owner, jointly identify which specific parties or other entities will be responsible for resolution of above -ground utilities conflicts. Such identification will take into account Owner's authority and standing, as owner of the Site, with respect to Underground Facilities and above -ground utilities. 1) To the extent that Owner and Engineer agree that in addition to performing the design -related obligations set forth in Exhibit A Paragraphs 1.03.13.8 and 9, Engineer will also undertake resolution of above -ground utilities conflicts, such additional duties will be Additional Services under Article 2 of this Exhibit A. 11. Surveys, Topographic Mapping, and Utility Documentation a. Provide field surveys and topographic and utility mapping for Engineer's design purposes. Engineer shall provide design survey and staking services as set forth in Appendix 1 to this Exhibit A. 12. Obtain Owner's instructions regarding Owner's procurement of construction services (including instructions regarding advertisements for bids, instructions to bidders, and requests for proposals, as applicable), Owner's construction contract practices and requirements, insurance and bonding requirements, electronic transmittals during construction, and other information necessary for the finalization of Owner's Bidding/Proposal Documents and Front -End Construction Contract Documents. a. Also obtain copies of Owner's standard Bidding/Proposal Documents and Front - End Construction Contract Documents, and any other related documents or content for Engineer to include in drafts of the Project -specific Bidding/Proposal Documents and Front -End Construction Contract Documents, when applicable. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 25 b. Review Owner's instructions regarding procurement, bidding and contracting of construction services with respect to effects on the Project design, schedule and construction and address as needed in the Preliminary Design Phase deliverables. 13. Perform or provide the following other Preliminary Design Phase tasks or deliverables: a. Attend up to two meetings or conferences with the Owner at the Engineer's office, or the office of the Owner. 1) The first meeting will consist of an Owner Kick -Off meeting to review the design scope, to collect any site data and drawings for use in the design development, and coordinate subsurface explorations. 2) The second meeting will consist of a 60 Percent (60%) Design Owner Review Meeting at the end of preliminary design, approximately 60 Percent (60%) completion stage. Design will be submitted to the Iowa DNR at this stage as a part of the construction permitting process. 14. Furnish one (1) electronic (*.pdf format) review copy of the Preliminary Design Phase documents and any other Preliminary Design Phase deliverables to Owner seven (7) days prior to the 60 Percent (60%) Design Owner Design Review Meeting, and review them with Owner at the 60 Percent (60%) Design Owner Design Review Meeting. Within four (4) days of 60 Percent (60%) Owner Design Review Meeting, Owner shall submit to Engineer any comments regarding the furnished items. 15. Revise the Preliminary Design Phase documents and any other Preliminary Design Phase deliverables in response to Owner's comments, as appropriate, and furnish to Owner one (1) electronic (*.pdf format) copies of the revised Preliminary Design Phase documents and any other deliverables within seven (7) days after receipt of Owner's comments. 16. Furnish to Iowa DNR one (1) electronic copy of the revised Preliminary Design Memo and 60 Percent (60%) Preliminary Plan and Specification Submittal and Review Checklist for Major Wastewater Pumping Stations as required by the Wastewater Engineering Construction Permitting Process. Engineer will respond to comments from the Iowa DNR based on their review of the 60 Percent (60%) Design deliverables submitted to them. Engineer's review time is limited to four (4) hours, and Engineer shall notify Owner when approved time is exhausted. Owner shall provide written approval for time in excess of this allowance which shall be compensated as Additional Services as defined under Part A2.01 17. Furnish to City of Dubuque Planning Services City Development Review Team (DRT) the Preliminary Design Phase Documents and applications as required for a Concept Review. Engineer will respond to comments and participate in review meeting with DRT. B. Engineer's services under the Preliminary Design Phase will be considered complete on the date when Engineer has delivered to Owner the Preliminary Design Phase Documents (as revised), opinion of probable Construction Cost, and any other Preliminary Design Phase deliverables. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 25 1.04 Final Design Phase A. After acceptance by Owner of the Preliminary Design Phase Documents, Engineer and Owner shall discuss, resolve, and document any necessary revisions to Engineer's scope of services, compensation (through application of the provisions regarding Additional Services, or otherwise), and the time for completion of Engineer's services, resulting from specific modifications to the Project. 1. The number of prime contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established under this Agreement is one (1). If more prime contracts are awarded, Engineer shall be entitled to an equitable increase in its compensation under this Agreement. 2. If more than one prime construction contract is to be awarded for the Work designed or specified by Engineer, then Owner shall define and set forth (in an exhibit to this Agreement, or in a subsequent document) the duties, responsibilities, and limitations of authority of a person or entity that will have authority and responsibility for coordinating the activities among the various prime Contractors, and any resulting changes in the duties, responsibilities, and authority of Engineer. 3. In the event that the Work designed or specified by Engineer is to be performed or furnished under more than one (1) prime construction contract, or if Engineer's services are to be separately sequenced with the work of one or more separate design professional consultants or 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/Proposal, Construction, and Post -Construction Phases in order to sequence and coordinate properly such services as are applicable under such separate prime construction contracts. This schedule is to be prepared and included in or become an amendment to Exhibit A whether or not the work under such construction contracts is to proceed concurrently. B. Upon authorization from Owner, Engineer shall 1. Prepare Final Design Documents indicating the scope, extent, and character of the Work to be performed and furnished by Contractor, in accordance with the Preliminary Design Phase Documents. The Final Design Phase Documents include: a. The Project Manual, including: 1) Bidding Documents, including funding agency required forms. 2) Construction Contract, and associated forms. 3) Front -End Administrative Specifications. 4) Technical Specifications. 5) Reference Documents, such as site condition reports from geotechnical engineer or historical Record Drawings of the site. b. Contract Drawings. C. Opinion of Probable Construction Cost. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 25 C. In preparing the Specifications (and any bidding, contract, or other documents that are part of Engineer's scope of services), Engineer shall obtain from Owner or Owner's legal counsel any relevant constraints such as requirements for use of domestic steel and iron, other domestic purchasing requirements, statutory restrictions on utilizing proprietary specifying methods, and the like, and comply with or account for such constraints in drafting Specifications, Bidding/Proposal Documents, and other Project documents. D. Engineer shall prepare or assemble draft Bidding/Proposal Documents and Front -End Construction Contract Documents as follows: 1. Such documents will be based on the City of Dubuque's Public Improvement Project - Contract Documents Manual, and on the specific bidding or Contractor selection -related instructions and forms, contract forms, text, or other content received from Owner. 2. Owner will furnish to Engineer a copy of the required documents to be used for the Project's Bidding/Proposal Documents and Front -End Construction Contract Documents. Prior to the first Final Design Phase submittal, Engineer will review the bidding and contracting documents furnished by Owner and provide comments to Owner. Engineer will meet with Owner to discuss Engineer's comments. Owner will consider Engineer's recommendations to revise Owner's documents for the Project. 3. Engineer will furnish to Owner, for review by Owner's legal counsel, the draft Bidding/Proposal Documents and Front -End Construction Contract Documents. Owner and Owner's legal counsel must transmit to Engineer, in a timely manner, one coordinated set of comments and revisions to the draft documents. E. Prepare detailed Drawings and Specifications to develop and establish the requirements of the Project to: 1. Show the character of and scope of the work to be performed by contractors on the project. 2. Illustrate the relationship of the components of the Project. 3. Fix and describe the size and character of the Project. 4. Outline construction requirements for treatment processes, structures, hydraulics, mechanical equipment and electrical work. F. During the Final Design Phase the Engineer shall continue to account for above -ground utilities and Underground Facilities as the design advances and is finalized. This may include: 1. performing the services assigned to Engineer under the Underground Facilities Procedure described in Exhibit A Paragraph 1.03 above, including but not limited to the design -related tasks in Exhibit A Paragraph 1.03.13.9. 2. addressing required and proposed activities or mitigations identified in the analysis of utilities and by the Underground Facilities Procedure as having an impact on the final design, and considering such in preparing the Drawings and Specifications. G. Visit the Site one (1) time to assist in preparing the final Drawings and Specifications. H. Furnish to Owner an updated Opinion of Probable Construction Cost based on the 90 Percent (90%) Final Design Documents. Opinion will not be updated at the 100 Percent (100%) Final Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 25 Design Document stage unless mutually -agreed to by Owner and Engineer based on requested modifications to the documents, and may be compensated as Additional Services as defined under Part A2.01. Assist Owner in assembling known reports and drawings of Site conditions, and in identifying the technical data contained in such reports and drawings upon which bidders or other prospective contractors may rely. J. Engineer shall perform or furnish the following other Final Design Phase services: 1. Assist with or prepare applications for permits and approvals, as follows: a. Prepare the following applications for Owner's submittal to authorities having jurisdiction over the construction or operation of the Project: 1) Iowa DNR Wastewater Construction Permit Application and Design Schedules A, and D. 2) Iowa DNR General Permit No. 2 b. Confer with Owner regarding revisions, if any, to the application(s), and make appropriate revisions to the application(s) for Owner's resubmittal to the authority having jurisdiction. Engineer will respond to comments from the Iowa DNR based on their review of the Final Design deliverables submitted to them. Engineer's review time is limited to four (4) hours, and Engineer shall notify Owner when approved time is exhausted. Owner shall provide written approval for time in excess of this allowance which shall be compensated as Additional Services as defined under Part A2.01 C. Provide technical criteria, written descriptions, and design data for Owner's use in filing applications for permits from or approvals of the authorities having jurisdiction listed above, including applications for review or approval of the final design. d. Identify and indicate in the Construction Contract Documents the permits and approvals forwhich Contractorwill be responsible, includingwork permits, building permits, and other permits and approvals that will be Contractor's responsibility; and, in addition, indicate those permits initially obtained by Owner for which Contractor will be a co-permittee, together with associated requirements. e. Unless expressly indicated otherwise, Engineer's scope and budget includes attending one meeting or conference call with each permit and approval -issuing agency to discuss the Project and receive the agency's comments on the application. f. Engineer does not guarantee issuance of any required permit or approval. g. Fees charged by authorities having jurisdiction for such permits or approvals are the responsibility of Owner. 2. Review the preliminary schedule for the Construction Phase and advise Owner when initial understanding of the Construction Contract Times must or should be revised, and furnish Owner with recommendations on revisions to the proposed Construction Contract Times. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 25 3. Attend up to two meetings or conferences with the Owner at the Engineer's office, or the office of the Owner. a. The first meeting will consist of a 90 Percent (90%) Design Owner Review Meeting near the end of final design and prior to submission to Iowa DNR for a construction permit, approximately 90 Percent (90%) completion stage. b. The second meeting will consist of a 100 Percent (100%) Design Owner Review meeting to obtain Owner approval of Construction Contract for purposes of submission to the Iowa DNR for review and approval. Engineer at this time shall also present to Owner for approval and execution, Permit Applications requiring Owner approval and/or signature. K. Furnish one (1) electronic (*.pdf format) review copy of the 90 Percent (90%) Final Design Phase documents and any other Final Design Phase deliverables to Owner seven (7) days prior to the 90 Percent (90%) Design Owner Design Review Meeting, and review them with Owner at the 90 Percent (90%) Design Owner Design Review Meeting. Within four (4) days of 90 Percent (90%) Owner Design Review Meeting, Owner shall submit to Engineer any comments regarding the furnished items. L. Revise the 90 Percent (90%) Final Design Phase documents and any other Final Design Phase deliverables in response to Owner's comments, as appropriate, and furnish to Owner one (1) electronic (*.pdf format) copies of the revised 100 Percent (100%) Final Design Phase documents and any other deliverables within seven (7) days after receipt of Owner's comments. M. Furnish to Iowa DNR one (1) electronic copy of the 100 Percent (100%) Final Design Phase documents, Construction Permit Application and Design Schedules, as required by the Wastewater Engineering Construction Permitting Process. N. Furnish to City of Dubuque Planning Services City Development Review Team (DRT) the 100 Percent (%) Final Design Phase Documents and applications as required for a Final Review. Engineer will respond to comments and participate in review meeting (if required) for approval. O. Revise the 100 Percent (100%) Final Design Phase documents and any other Final Design Phase deliverables in response to Iowa DNR Wastewater Engineering's comments, as appropriate, and furnish to Owner four (4) bound (Contract Drawings will include one (1) full size at 22"x34" paper size and three (3) half-size at 11"x17" paper size) and One (1) electronic (*.pdf format) copies of the revised Final Design Phase documents. P. Engineer's services under the Final Design Phase will be considered complete on the date when Engineer has delivered to Owner the Final Design Documents and any other Final Design Phase deliverables. 1.05 Bidding/Proposal Phase A. After acceptance by Owner of the Final Design Phase Documents, and upon authorization by Owner to proceed, Engineer shall: 1. Assist Owner in advertising for and obtaining bids or proposals for the Work; assist Owner in issuing assembled Bidding/Proposal Documents and proposed Construction Contract Documents to prospective contractors; if applicable, maintain a record of Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 of 25 prospective contractors to which documents have been issued; attend pre -bid conferences, if any; and receive and process contractor deposits or charges, if any, for the issued documents. a. The Advertisement for Bids/Notice to Bidders will be posted on the Iowa League of Cities and Master Builders/Construction Update web sites. It will also be published in an acceptable local newspaper, as required by Iowa law. b. Bidders proposals, plans, specifications and contract documents prepared by Origin Design (electronic copies or paper copies) may be obtained at no cost to interested parties from the Origin Design plan room through Tri-State Blueprint/Rapids Reproduction of Dubuque. Iowa law requires the Owner to pay for copies of bidding -related Documents provided to interested parties. Rapids Reproduction will invoice the Owner for the costs associated with electronic download or printing, binding, packaging, and postage/shipping if mailed/shipped, of all plans and specifications 2. Prepare and issue addenda as appropriate to clarify, correct, or change the issued documents. 3. If the issued documents require, the Engineer shall evaluate and determine the acceptability of "or equals" and substitute materials and equipment proposed by prospective contractors, provided that such proposals are allowed by the bidding - related documents (or requests for proposals or other construction procurement documents) prior to award of contracts for the Work. Services under this paragraph are subject to the provisions of Exhibit A Paragraph 2.01.A.2. 4. Attend the bid opening; prepare bid tabulation sheets; and assist Owner in evaluating bids or proposals, assembling final Construction Contracts for the Work for execution by Owner and Contractor, and in preparing notices of award to be issued by Owner for such contracts. 5. Provide information or assistance needed by Owner in the course of any review of bids, proposals, or negotiations with prospective contractors. 6. Consult with Owner as to the qualifications of prospective contractors. 7. Consult with Owner as to the qualifications of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors, for those portions of the Work as to which review of qualifications is required by the issued documents. 8. If Owner engages in negotiations with bidders or proposers, assist Owner with respect to technical and engineering issues that arise during the negotiations. 9. Perform or provide the following other Bidding/Proposal Phase tasks or deliverables: 10. The Bidding/Proposal Phase will be considered complete upon award of Construction Contracts for the Work and commencement of the Construction Phase, or upon cessation of negotiations with prospective contractors. 1.06 Construction Phase A. After completion of the Final Design Phase and concurrent with the Bidding/Proposal Phase, and after issuance by Owner of any instructions for specific modifications or changes in the Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of 25 scope, extent, character, design, schedule, number of prime construction contracts, and other construction requirements of the Project during the Construction Phase desired by Owner, the Engineer and Owner shall discuss, resolve, and document any necessary revisions to Engineer's scope of services or compensation (through application of the provisions regarding Additional Services, or otherwise), or the time for completion of Engineer's services, resulting from specific modifications to the Project. 1. Engineer shall be responsible only for those Construction Phase services expressly required of Engineer in Exhibit A Paragraph 1.06, as duly modified. With the exception of such expressly required services, Engineer shall have no design, Submittal (including Shop Drawing) review, or other obligations during construction, and Owner assumes all responsibility for providing or arranging for all other necessary Construction Phase administrative, engineering, and professional services. 2. Owner waives all claims against Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants, and Engineer's Subcontractors, that may be connected in any way to Construction Phase administrative, engineering, or professional services except for those services that are expressly required of Engineer in Exhibit A. Notwithstanding the foregoing waiver, Engineer shall be responsible for any professional opinions and interpretations provided by Engineer to Owner during the Construction Phase or Post -Construction Phase, including interpretations or clarifications of the Construction Contract Documents. B. Upon successful completion of the Bidding/Proposal Phase, and upon authorization from Owner, Engineer shall provide the following services: 1. General Administration of Construction Contract: Consult with Owner and act as Owner's representative as provided in this Agreement and the Construction Contract. Unless otherwise set forth in the scope of Basic Services (as duly modified), the extent and limitations of the duties, responsibilities, and authority of Engineer shall be as assigned in EJCDC° C-700, Standard General Conditions of the Construction Contract (2018) or other construction general conditions specified in this Agreement. Except as otherwise provided in the Construction Contract, Owner's communications to Contractor will be issued through Engineer. a. If the responsibilities of Engineer as set forth in the Construction Contract are greater than those Construction Phase services expressly required of Engineer in Exhibit A Paragraph 1.06, as duly modified, then Owner shall either (1) expand the scope of the Construction Phase services to match those of the Construction Contract, and compensate Engineer for any related increases in the cost to provide Construction Phase services, pursuant to the provisions for compensating Additional Services, or (2) identify a qualified individual or entity (other than Engineer) responsible for the additional responsibilities in the Construction Contract. b. If Owner, or Owner and Contractor, modify the duties, responsibilities, and authority of Engineer in the Construction Contract, or modify other terms of the Construction Contract having a direct bearing on Engineer, or if Owner requires Engineer's services for construction that extends longer than the anticipated Construction Contract Times, then Owner shall compensate Engineer for any Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 of 25 related increases in the cost to provide Construction Phase services, pursuant to the provisions for compensating Additional Services. c. Engineer shall not be required to furnish or perform services contrary to Engineer's responsibilities as a licensed professional. 2. Resident Project Representative (RPR): Provide the services of an RPR at the Site to assist Engineer and to provide more extensive observation of Contractor's Work. Duties, responsibilities, and authority of the RPR are as set forth in Exhibit D. The furnishing of such RPR's services will not limit, extend, or modify Engineer's responsibilities or authority except as expressly set forth in Exhibit D. 3. Selection of Independent Testing Laboratory: Assist Owner in the selection of an independent testing laboratory to perform required testing services. Engineer will provide limited coordination of material testing and inspection services in conjunction with RPR services, as set forth in Exhibit D. 4. Pre -Construction Conference: Participate in a pre -construction conference prior to commencement of Work at the Site; prepare and distribute agenda for the conference and prepare and distribute minutes of such conference. 5. Electronic Transmittal Protocols: If the Construction Contract does not establish protocols for transmittal of Electronic Documents by Electronic Means, then Owner, Engineer, and Contractor shall jointly develop such protocols. 6. Original Documents: If requested by Owner to do so, maintain and safeguard during the Construction Phase at least one original printed record version of the Construction Contract Documents, including Drawings and Specifications signed and sealed by Engineer and other design professionals in accordance with applicable Laws and Regulations. Throughout the Construction Phase, make such original printed record version of the Construction Contract Documents available to Contractor and Owner for review. 7. Schedules: Receive, review, and, and, subject to the criteria of the Construction Contract, determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the progress schedule, schedule of submittals, and schedule of values. Advise Contractor in writing of Engineer's comments or acceptance of schedules. a. Schedules will be acceptable to Engineer as to form and substance: 1) Progress Schedule: if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance will not impose on Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work, nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2) Contractor's Schedule of Submittals: if it provides a workable arrangement for reviewing and processing the required Submittals. 3) Contractor's Schedule of Values: if it provides a reasonable allocation of the Contract Price to the component parts of the Work. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 of 25 8. 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. Engineer shall provide construction staking and layout services as set forth in Appendix 1 to this Exhibit A. 9. Permits: Provide Owner with copies of technical information and supporting data previously obtained or developed by Engineer for Owner's use, or for Owner to provide to Contractor, in obtaining required permits and licenses delegated to Contractor by Owner. 10. Visits to Site and Observation of Construction: In connection with observations of Contractor's Work while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of the Work, as Engineer deems necessary, to observe as an experienced and qualified design professional, the progress of Contractor's executed Work. Such visits and observations by Engineer, including its RPR, if any, are not intended to be exhaustive or to extend to every aspect of the Work or to involve detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Construction 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 its RPR, if any. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Construction Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. Engineer will make a report of Engineer's visit, summarizing Engineer's general observations and any significant findings. b. The purpose of Engineer's visits to the Site, and representation by the Resident Project Representative, if any, at the Site, will be to enable Engineer to better carry out the duties and responsibilities assigned to by this Agreement 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 Construction Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Construction Contract Documents. Engineer will not, during such visits or as a result of such observations of the Work, supervise, direct, or have control over the Work, nor will Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, for security or safety at the Site, for safety precautions and programs incident to any Constructor's work in progress, for the coordination of the Constructors' work or schedules, nor for any failure of any Constructor to comply with Laws and Regulations applicable to furnishing and performing of its work. Accordingly, Engineer neither guarantees the performance of any Constructor nor assumes responsibility for any Constructor's failure to furnish or perform the Work, or any portion of the Work, in accordance with the Construction Contract Documents. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 of 25 11. Defective Work: If, on the basis of Engineer's observations or as indicated in documentation available to Engineer, Engineer believes that any part of the Work is defective under the terms and standards set forth in the Construction Contract Documents, Engineer will promptly issue written notice to Contractor (with copy to Owner) of such defective Work. Such notice will communicate the scope, extent (to Engineer's understanding) of defect, and associated provisions of the Construction Contract Documents. a. Provide recommendations to Owner regarding whether Contractor should correct such Work or remove and replace such Work, or whether Owner should consider accepting the defective Work in accordance with the provisions of the Construction Contract Documents. Engineer shall give notice to Contractor regarding whether the defective Work should be repaired, replaced, or will be accepted by Owner. b. However, Engineer's authority to provide this information to Owner or Engineer's decision to exercise or not exercise such authority will not give rise to a duty or responsibility of the Engineer to Contractors, Subcontractors, material and equipment suppliers, their agents or employees, or any other person(s) or entities performing any of the Work, including but not limited to any duty or responsibility for Contractors' or Subcontractors' safety precautions and programs incident to the Work. 12. Compatibility with Design Concept: If Engineer has express knowledge that a specific part of the Work that is not defective under the terms and standards set forth in the Construction Contract Documents is nonetheless not compatible with the design concept of the completed Project as a functioning whole, then inform Owner of such incompatibility, and provide recommendations for addressing such Work. 13. Clarifications and Interpretations: Accept from Contractor and Owner submittal of all matters in question concerning the requirements of the Construction Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Construction Contract Documents. With reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Construction Contract Documents. 14. Non -reviewable Matters: If a submitted matter in question concerns the Engineer's performance of its duties and obligations, or terms and conditions of the Construction Contract Documents that do not involve (a) the performance or acceptability of the Work under the Construction Contract Documents, (b) the design (as set forth in the Drawings, Specifications, or otherwise), or (c) other engineering or technical matters, then Engineer will promptly give written notice to Owner and Contractor that Engineer will not provide a decision or interpretation. 15. Field Orders: Subject to any limitations in the Construction Contract Documents, Engineer may prepare and issue Field Orders requiring minor changes in the Work. 16. 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. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 of 25 17. Change Proposals and Claims a. Review and respond to Change Proposals. Review each duly submitted Change Proposal from Contractor and, within 30 days after receipt of the Contractor's supporting data, either deny the Change Proposal in whole, approve it in whole, or deny it in part and approve it in part. Such actions must be in writing, with a copy provided to Owner and Contractor. If the Change Proposal does not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of the Work, or other engineering or technical matters, then Engineer will notify the parties that the Engineer will not resolve the Change Proposal. b. Provide information or data to Owner regarding engineering or technical matters pertaining to Claims. 18. Differing Site Conditions: Respond to any notice from Contractor of differing site conditions, including conditions relating to Underground Facilities such as utilities, and hazardous environmental conditions. Promptly conduct reviews and prepare findings, conclusions, and recommendations for Owner's use subject to limitations of Engineer's obligations under this Agreement. 19. Contractor's Submittals: Review and approve or take other appropriate action with respect to required Contractor Submittals, but only to determine if the items covered by the Submittals will, after installation or incorporation in the Work, comply with the requirements of the Construction Contract Documents, and for compatibility with the design concept of the completed Project as a functioning whole as indicated by the Construction 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 shall meet any Contractor's Submittal schedule that Engineer has accepted. 20. Substitutes and "Or -equals": Evaluate and determine the acceptability of substitute or "or -equal" materials and equipment proposed by Contractor, but subject to the provisions of Exhibit A Paragraph 2.01.A.2. 21. Inspections and Tests a. Receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Construction Contract Documents. Engineer's review of such certificates will be for the purpose of determining whether the results certified indicate compliance with the Construction 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 Construction Contract Documents. Engineer shall be entitled to rely on the results of such inspections and tests. b. Reply to Contractor requests for written concurrence that specific portions of the Work that are to be inspected, tested, or approved may be covered. C. Issue written requests to Contractor that specific portions of the Work remain uncovered. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 of 25 d. As deemed reasonably necessary, request that Contractor uncover Work that is to be inspected, tested, or approved. e. Pursuant to the terms of the Construction Contract, require additional inspections or testing of the Work, whether or not the Work is fabricated, installed, or completed. 22. Contractor's 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. Recommend reductions in payment (set offs) based on the provisions for set offs stated in the Construction Contract. Such recommendations of payment will be in writing and will constitute Engineer's representation to Owner, based on such observations and review, that, within the limits of Engineer's knowledge, information and belief, Contractor's Work has progressed to the point indicated, the Work is generally in accordance with the Construction 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 Construction 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 Construction Contract Documents). b. By recommending payment, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of Contractor's Work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement. Neither Engineer's review of Contractor's 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, 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 Contractor's furnishing and performing 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 money paid to Contractor by Owner; to determine that title to any portion of the Work, including 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. 23. Contractor's Completion Documents: Receive from Contractor, review, and transmit to Owner maintenance and operating instructions, schedules, guarantees, bonds, Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 of 25 certificates or other evidence of insurance required by the Construction Contract Documents, certificates of inspection, tests and approvals, and Shop Drawings, Samples, and other data approved as provided under Exhibit A Paragraph 1.06.13.20. Receive from Contractor, review, and transmit to Owner the annotated record documents which are to be assembled by Contractor in accordance with the Construction Contract Documents to obtain final payment. The extent of Engineer's review of record documents will be to check that Contractor has submitted a complete set of those documents that Contractor is required to submit. 24. Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, visit the Site in company with Owner and Contractor to review the Work and determine the status of completion. Follow the procedures in the Construction Contract regarding the preliminary certificate of Substantial Completion, punch list of items to be completed, Owner's objections, notice to Contractor, and issuance of a final certificate of Substantial Completion. Assist Owner regarding any remaining engineering or technical matters affecting Owner's use or occupancy of the Work following Substantial Completion. 25. Other Tasks: Perform or provide the following other Construction Phase tasks or deliverables: a. Conforming to Construction Record Documents: 1) Using Change Order, and other Record Documents provided by RPR and Contractor during the course of construction, compile a set of Conforming to Contract Record Drawings depicting change made during Construction to the Final Design Contract Drawing set. Engineer shall rely on official construction contract documents for compilation and makes no warranty as to the completeness of documentation of changes made by Contractor or others. 26. Completion and Acceptability of the Work: After notice from Contractor that the Work is complete: a. visit the Site with Owner and Contractor to determine if the Work is in fact complete and acceptable; b. notify Contractor of any part of the Work that is found during the visit to be incomplete or defective, and subsequently confirm that Contractor has corrected any such deficiencies; c. follow the procedures in the Construction Contract regarding review and response to Contractor's application for final payment and accompanying documentation; and d. if Engineer is satisfied that the Work is complete and acceptable, provide a notice to Owner and Contractor using EJCDC° C-626, Notice of Acceptability of Work (attached as Exhibit E), stating that the Work is acceptable (subject to the provisions of the Notice and this Exhibit A) within the limits of Engineer's knowledge, information, and belief, and based on the extent of the services provided by Engineer under this Agreement. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 of 25 27. Standards for Certain Construction -Phase Decisions: Engineer will render decisions regarding the requirements of the Construction Contract Documents, and judge the acceptability of the Work, pursuant to the specific procedures set forth in the Construction Contract for initial interpretations, Change Proposals, and acceptance of the Work. In rendering such decisions and judgments, Engineer will not show partiality to Owner or Contractor, and will not be liable to Owner, Contractor, or others in connection with any proceedings, interpretations, decisions, or judgments conducted or rendered in good faith. C. Duration of Construction Phase: The Construction Phase will commence with the execution of the first Construction Contract for the Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractor. If the Project involves more than one (1) prime contract as indicated in Exhibit A Paragraph 1.04.A.1, then Construction Phase services may be rendered at different times in respect to the separate contracts. Subject to the provisions of Article 3, Engineer shall be entitled to an equitable increase in compensation if Construction Phase services (including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth in the Construction Contract. ARTICLE 2—ADDITIONAL SERVICES 2.01 Additional Services Not Requiring Owner's Written Authorization A. Engineer shall advise Owner that Engineer is commencing to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice to cease from Owner. These services are not included as part of Basic Services and will be paid for by Owner as indicated in Exhibit J. 1. Substantive design and other technical services in connection with Work Change Directives, Change Proposals, and Change Orders to reflect changes requested by Owner. 2. Services essential to the orderly progress of the Bidding/Proposal and Construction Phases and not wholly quantifiable prior to those Phases or otherwise dependent on the actions of prospective individual bidders or contractors and including: a. making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or equal" items; b. services afterthe award of the Construction Contract in evaluating and determining the acceptability of a proposed "or equal" or substitution which is found to be inappropriate for the Project; C. evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract; and d. providing to the Contractor or Owner additional or new information not previously prepared or developed by the Engineer for their use in applying for or obtaining Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 of 25 required permits and licenses, in responding to agency comments on such applications, or in the administration of any such permits or licenses. 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 4. Additional or extended services arising from (a) the presence at the Site of any Constituent of Concern or items of historical or cultural significance, (b) emergencies or acts of God endangering the Work, (c) damage to the Work by fire or other causes during construction, (d) a significant amount of defective, neglected, or delayed Work, (e) acceleration of the progress schedule involving services beyond normal working hours, or (f) default by Contractor. 5. Implement coordination of Engineer's services with other parts of the Project that are not planned or designed by Engineer or its Subconsultants, unless Owner furnished to Engineer substantive information about such other parts of the Project prior to the parties' entry into this Agreement, in the Baseline Information section of this Exhibit A, or otherwise in Exhibit A; if such substantive information has been so provided, coordination of Engineer's services will be part of Basic Services. 6. Implement the specific parts of an Underground Facilities Procedure that are assigned to Engineer, or above -ground utilities tasks that are assigned to Engineer as the Project progresses (but not including the design -related services already assigned to Engineer as a Basic Service). 7. Services (other than Basic Services during the Post -Construction Phase) in connection with any partial utilization of the Work by Owner prior to Substantial Completion. 8. Evaluating unreasonable or frivolous requests for interpretation or information (RFIs), Change Proposals, or other demands from Contractor or others in connection with the Work, or an excessive number of RFIs, Change Proposals, or demands. 9. Reviewing a Shop Drawing or other Contractor submittal more than three times, as a result of repeated inadequate submissions by Contractor. 10. While at the Site, compliance by Engineer and its staff with those terms of Owner's or Contractor's safety program provided to Engineer subsequent to the Effective Date that exceed those normally required of engineering personnel by federal, State, or local safety authorities for similar construction sites. 11. To the extent the Project is subject to Laws and Regulations governing public or government records disclosure or non -disclosure, Engineer will comply with provisions applicable to Engineer, and Owner will compensate Engineer as Additional Services for Engineer's costs to comply with any disclosure or non -disclosure obligations beyond those identified in the Basic Services. 12. Services directly attributable to changes in Engineer's Electronic Documents obligations after the effective date of the Agreement. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 21 of 25 2.02 Additional Services Requiring Owner's Written Authorization A. If authorized in writing by Owner, Engineer shall provide Additional Services of the types listed below. These services are not included as part of Basic Services and will be paid for by Owner as indicated in Exhibit J. 1. Obtain or provide specified additional Project -related information and data to enable Engineer to complete its Basic and Additional Services. 2. Preparation of special and customized reporting, invoicing, and related support documentation in addition to that identified to be provided under Basic Services. 3. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 4. Services to make measured drawings of existing conditions or facilities, to conduct tests or investigations of existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 5. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer, or the Project's design requirements, including, but not limited to, changes in size, complexity, Owner's schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Construction Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any other causes beyond Engineer's control. 6. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those agreed to in Exhibit A Paragraph 1.02.A.1. 7. Services required as a result of Owner's providing incomplete or incorrect Project information to Engineer. 8. Providing renderings or models for Owner's use, including development, management, and other services in support of building information modeling or civil integrated management. 9. Undertaking investigations and studies including, but not limited to: a. All -hazards risk assessments and other studies to evaluate the feasibility of enhancing the resiliency of the design; b. detailed consideration of operations, maintenance, and overhead expenses; c. the preparation of feasibility studies (such as those that include projections of output capacity, utility project rates, project market demand, or project revenues) and cash flow analyses, provided that such services are based on the engineering Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 22 of 25 and technical aspects of the Project, and do not include rendering advice regarding municipal financial products or the issuance of municipal securities; d. preparation of appraisals; e. with respect to proprietary systems or processes requiring licensing, providing services necessary to assist Owner in obtaining such licensing. f. detailed quantity surveys of materials, equipment, and labor; and g. audits or inventories required in connection with construction performed or furnished by Owner. 10. Furnishing services of Subconsultants or Engineer's Subcontractors for other than Basic Services. 11. Providing data or services of the types described in Article 2, when Owner retains Engineer to provide such data or services instead of Owner furnishing the same. 12. Providing the following services: a. Services attributable to more prime construction contracts than specified in Exhibit A Paragraph 1.04.A.1. b. Services to arrange for performance of construction services for Owner by contractors other than the principal prime Contractor, and administering Owner's contract for such services. 13. Services during out-of-town travel required of Engineer, other than for visits to the Site or Owner's office as required in Basic Services (Article 1 of Exhibit A). 14. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructability review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other documents as a result of such review processes. 15. Preparing additional bidding -related documents (or requests for proposals or other construction procurement documents); preparing pre -qualification procedures and documents, and participating in pre -qualifying prospective Bidders; and preparing Construction Contract Documents for alternate bids. 16. Assistance in connection with bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services. 17. Preparing conformed Construction Contract Documents that incorporate and integrate the content of all addenda and any amendments negotiated by Owner and Contractor above the scope defined in Paragraph A1.06. 18. Services to assist Owner in developing or modifying protocols for transmittal of Electronic Documents by Electronic Means after the effective date of this Agreement, either by revising or adapting Exhibit F to the Project or implementing other Electronic Documents protocols among Project participants. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 23 of 25 19. Any services by Engineer in connection with Owner or Engineer providing a Document to a Requesting Party under Exhibit F Paragraph 1.01.D (see Exhibit F, Electronic Documents Protocol), or any other distribution of a Document to a third party. Such services may include but are not limited to preparing the data contained in the requested Document in a manner deemed appropriate by Engineer; creating or otherwise preparing and distributing the Document in a format necessary to respond to Owner's direction or decision to provide the Document to a requesting party, including Contractor, in a format other than that required for deliverables from Engineer to Owner; and services in connection with obtaining required releases from the third parties to which the Documents will be distributed. Compensation for these Additional Services is not contingent upon Owner's reimbursement from the requesting party. 20. Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor, but only if such services increase the total quantity of services to be performed in the Construction Phase, rather than merely shifting performance of such services to a later date. 21. Preparing Record Drawings, and furnishing such Record Drawings to Owner above the scope defined in Paragraph A1.06. 22. Supplementing Record Drawings with information regarding the completed Project, Site, and immediately adjacent areas obtained from field observations, Owner, utility companies, and other reliable sources above the scope defined in Paragraph A1.06. 23. Conducting surveys, investigations, and field measurements to verify the accuracy of Record Drawing content obtained from Contractor, Owner, utility companies, and other sources; revise and supplement Record Drawings as needed above the scope defined in Paragraph A1.06. 24. Preparation of operation, maintenance, and staffing manuals. 25. Protracted or extensive assistance in refining and adjusting of Project equipment and systems (such as initial startup, testing, and balancing). 26. Assistance to Owner in training Owner's staff to operate and maintain Project equipment and systems. 27. Assistance to Owner in developing systems and procedures for (a) control of the operation and maintenance of Project equipment and systems, and (b) related recordkeeping. 28. Preparing to serve or serving as a consultant or witness for, or producing documents for or on behalf of, Owner in any litigation, arbitration, mediation, lien or bond claim, or other legal or administrative proceeding involving the Project (but not including disputes between Owner and Engineer). 29. Overtime work requiring higher than regular rates. 30. Providing (other than as required under Exhibit A Paragraph 1.06.13.8 or 1.03.A.11): construction surveys and staking to enable Contractor to perform its work ; any type of property surveys or related engineering services needed for the transfer of interests in real property; providing construction and property surveys to replace reference points Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 24 of 25 or property monuments lost or destroyed during construction; and providing other special field surveys. 31. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 32. Extensive services required during any correction period, or with respect to monitoring Contractor's compliance with warranties and guarantees called for in the Construction Contract (except as agreed to under Basic Services). 33. Other additional services performed or furnished by Engineer not otherwise provided for in this Agreement. Exhibit A —Engineer's Services. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 25 of 25 EXHIBIT A - APPENDIX 1: SURVEY AND STAKING SERVICES A. Study, Preliminary Design, and Final Design Phase Services: 1. Topographic Survey: a. Engineer will complete topographic survey of the existing conditions for the proposed improvements at the existing WWTF site to the presumed property extents. b. Field -work will involve locating site improvements, including but not limited to: visible existing surfaces, drainage structures, fences, sanitary manholes, sewer lines (size and inverts), utility poles, transformers, utility vaults, signs, survey markers (apparent property corners and two section corners), and breaks in grade in the survey area. The topographic survey will include the necessary ground shots to generate a drawing with one -foot contour intervals of the site. Engineer will coordinate with Iowa One -Call and on -site facility staff in acquiring utility maps and having utilities located. The utilities, as marked, will be shown on our topographical survey for site design. 2. Design Staking: a. Subsurface investigations are planned for this Project. Prior to site investigations, Engineer will stake the proposed soil boring locations at the site and provide elevations to the Geotechnical Consultant. 3. Construction Easements: a. Construction Easements will be defined with exhibits that will become attachments to the definition of rights prepared by an attorney for the Owner. b. One (1) construction easement will be created to define the limits of the proposed sanitary sewer extension crossing private property The easement is anticipated to affect only one (1) property. 4. Permanent Easements: a. No permanent easements will be prepared for this Project. 5. Plats: a. No plats will be prepared for this Project. B. Construction Phase Services: 1. The Engineer will provide staking for grading and municipal utilities (Storm Sewer, Sanitary Sewer & Water Main) on a one-time basis. Stakes will be placed for paving at a reasonable offset and interval to indicate pavement location and elevation of the edge of pavement Exhibit A —Appendix 1: Survey and Staking Services This document is not a part of the Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by Origin Design Co. All rights reserved. Page 1 of 4 or top of curb. The Owner shall require that the contractor assign a single point of contact to request staking, in writing, and generally define a construction plan that communicates the anticipated steps of construction to plan and prepare staking. 2. The Owner shall include in the construction contract the following requirements. a. The Contractor shall be responsible for preserving stakes. Any re -staking or additional staking not explicitly described shall be done by the Engineer at the Contractor's expense through reimbursement to the Owner of Engineer's Additional Services. Engineer will not mobilize for less than four (4) hours of staking. The Contractor must provide forty-eight (48)-hour notice for scheduling of staking crew. The maximum number of consecutive days that the survey crew will be on -site is two (2) days unless surveyor's schedule allows for more. The Contractor will be responsible for the cost associated with additional mobilizations and staking. Survey site control is listed in the plans, if additional site control is required for contractor GPS site calibration it shall be at the contractor's expense. 3. Offset stakes for utilities will be provided as follows: Grading: 1) Conventional Grading: a) Set slope stakes left and right (nails or wood hubs) at one hundred (100) foot intervals, or less if needed, for embankment or roadway excavation. Mark slope stakes with wooden lath depicting station, offset, and elevation reference (cut or fill) to pertinent breaks in the slope. b) In lieu of slope stakes, set a one hundred (100) foot grid, set lath at appropriate offsets over the project limits, high and low points, and points of inflection, with cut or fill marked for finished grade elevation. Finished grade refers to the finished surface of construction (top of paving for paved areas, top of finished grade for unpaved areas). c) For paved areas, in addition to the one hundred (100) foot grid, set lath at appropriate offsets around the perimeter at fifty (50) foot intervals, high and low points, and points of inflection. Mark lath with cut or fill to finished grade (top of paving). 2) GPS Machine -Controlled Grading: a) Establish GPS control points consisting of a minimum of five (5) semi- permanent points located around the perimeter of the site. Points may be established horizontally using GPS, but transfer elevations of said points from an original benchmark located in the construction documents using a total station or level. b) Provide grade check stakes at an approximate spacing of three hundred (300) feet on roadways. Exhibit A —Appendix 1: Survey and Staking Services This document is not a part of the Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by Origin Design Co. All rights reserved. Page 2 of 4 c) Provide approximately twenty (20) grade control check stakes for building pad and parking areas. d) Provide one (1) grade control stake per acre for un-paved areas. b. Sanitary and Storm Sewers: 1) Place stakes for all manholes, intakes, cleanouts, and other structures associated with new sewer. 2) Provide stake for each structure offset at ten (10) to fifteen (15) feet. Offset may be increased for deep sewers. 3) For back of curb intakes, set two (2) offset stakes along the curb alignment to properly align the new grate. Stakes may also be offset perpendicular to the curb alignment as required to avoid conflicts with the proposed storm sewer. 4) Place stakes for all bends in the pipe alignment. Provide one (1) offset stake, for location and flow line C. Paving: 1) Set paving hubs at appropriate offsets around perimeter of paved areas. Place hubs at grade breaks (high and low points), points of horizontal deflection (bends), and twenty-five (25) foot intervals in between. Label stakes with offset distance and elevation reference to the top of paving. 2) For paving areas wider than sixty (60) feet, set paving hubs at appropriate offsets on twenty-five (25) to fifty (50) foot intervals along intervals along interior bays or drive lanes. Label stakes with offset distance, as necessary, and elevation reference to the top of paving. 3) Place stakes for curb drop locations for sidewalk ramps. Set hubs on both sides of the drop curb at the top of the drop to ensure the appropriate width of curb opening is achieved. Label stakes with offset distance and elevation reference to top of paving. 4) Place stakes for curb drop locations for driveways. Set hubs on both sides of the drop curb at the top of full height curb to ensure the appropriate width of curb opening is achieved. Label stakes with offset distance and elevation reference to top of paving. 5) Place stakes for sidewalks and trails on one side only at Contractor specified offsets. Place stakes at fifty (50) foot intervals in straight and level sections and twenty-five (25) foot intervals for horizontal or vertical curves. Label stakes with offset distance and elevation reference to the top of paving. 6) Project Limits: Exhibit A —Appendix 1: Survey and Staking Services This document is not a part of the Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by Origin Design Co. All rights reserved. Page 3 of 4 a) Staking of either construction limits, OR grading limits, will be provided at the contractors request. Staking of second set of limits will be provided at the Contractor's expense. Contractor shall rely on limits staked to determine both erosion control limits and/or location of erosion control limits. (1) Construction limits will consist of staking the widest outside construction limit line, ie. right of way or permanent easement or temporary easement so as to define the allowable working area available to the contractor. Staking for construction limits will be provided such that line of sight can be established. Stakes will also be provided at locations where the construction limit changes direction. (2) Grading limits will consist of staking the planned extents of grading, (ie. Top of slope for cut areas or bottom of slope for fill areas). Staking for grading limits will be provided at intervals of one hundred (100) feet, or longer. Stakes will also be provided at locations where the grading limit changes direction. Exhibit A —Appendix 1: Survey and Staking Services This document is not a part of the Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by Origin Design Co. All rights reserved. Page 4 of 4 EXHIBIT B—DELIVERABLES SCHEDULE Paragraphs 2.04.E, 3.02.A, and Exhibit A of the Agreement are supplemented by the following engineering documents deliverable timeline. Engineer shall furnish Documents to Owner generally according to the schedule in order to allow for subsequent review, comment, or other identified actions with respect to the Documents to progress the project in a timely fashion. Dates are based upon receipt of notice to proceed from City by March 18, 2024 and are provided as a general guideline subject to change and adjustment based on needs developed and agreed upon during the course of services. 1.2 Study and Report Phase A. Draft Technical Memo No. 1 - by 04/23/2024 B. Draft Technical Memo No. 2 - by 06/18/2024 C. Draft Technical Memo No. 3 - by 05/14/2024 1.3 Preliminary Design Phase A. Preliminary Design Phase Documents Package - by 06/18/2024 1.4 Final Design Phase A. 90% Final Design Documents Package - by 07/30/2024 B. 100% Final Design Documents Package - by 08/20/2024 C. Final Contract Documents Package - by 10/01/2024 Exhibit B—Deliverables Schedule. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT C—AMENDMENT TO OWNER -ENGINEER AGREEMENT "CURRENTLY NOT USED" AMENDMENT TO OWNER -ENGINEER AGREEMENT Amendment No. [Enter Amendment Number] Owner: [Name of Owner] Engineer: [Name of Engineer] Project: [Name of Project] Effective Date of Owner -Engineer Agreement: [Effective Date of Agreement] Nature of Amendment: (Check those that apply) ❑ Additional Services to be performed by Engineer ❑ Modifications to services of Engineer ❑ Modifications to responsibilities of Owner ❑ Modifications of payment to Engineer ❑ Modifications to time(s) for rendering services ❑ Modifications to other terms and conditions of the Agreement Description of Modifications: [Here describe the modifications, in as much specificity and detail as needed. Use an attachment if necessary. Include cost breakdown and documentation, if applicable.] Agreement Summary: Original agreement amount: $ Net change for prior amendments: $ This amendment amount: $ Adjusted Agreement amount: $ Change in time for services (days or date, as applicable): Owner and Engineer hereby agree to modify the above -referenced Agreement as set forth in this Amendment. The Effective Date of the Amendment is [Enter Effective Date of Amendment]. Owner (typed or printed name of organization) By: (individual's signature) (Attach evidence of authority to sign.) Date: (date signed) Name: (typed or printed) Title: (typed or printed) Engineer (typed or printed name of organization) By: (individual's signature) (Attach evidence of authority to sign.) Date: (date signed) Name: (typed or printed) Title: (typed or printed) Exhibit C—Amendment to Owner -Engineer Agreement. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT D—DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE ARTICLE 1—RESIDENT PROJECT REPRESENTATIVE SERVICES Article 1 of the Agreement, Services of Engineer, and Exhibit A, Engineer's Services, are supplemented to include Exhibit D Paragraphs 1.01, 1.02, and 1.03, as follows: 1.01 Resident Project Representative A. Engineer shall furnish a Resident Project Representative ("RPR") to observe progress and quality of the Work. RPR is Engineer's representative at the Site, will act as directed by and under the supervision of Engineer, and will confer with Engineer regarding RPR's actions. B. The RPR will provide full-time representation during active construction, which is anticipated for an equivalent duration of 40 working days during a 4-month construction period. C. Subject to the scope of RPR's observations of the Work, which may include field checks of materials and installed equipment, Engineer shall endeavor to identify defects and deficiencies in the Work. However, Engineer shall not, as a result of such RPR observations of the Work, supervise, direct, inspect, or have control over the Work, nor shall Engineer (including the RPR) have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, for security or safety at the Site, for safety precautions and programs incident to the Work or any Constructor's work in progress, for the coordination of the Constructors' work or schedules, or for any failure of any Constructor to comply with Laws and Regulations applicable to the performing and furnishing of its work. The Engineer (including RPR) neither guarantees the performance of any Constructor nor assumes responsibility for any Constructor's failure to furnish and perform the Work, or any portion of the Work, in accordance with the Construction Contract Documents. In addition, the specific terms set forth in Exhibit A Paragraph 1.06 are applicable. 1.02 Duties and Responsibilities of RPR A. The duties and responsibilities of the RPR are as follows: 1. General: RPR's dealings in matters pertaining to the Work in general will be with Contractor. RPR's dealings with Subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with Owner only with the knowledge of and under the direction of Engineer. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, schedule of values, and other schedules prepared by Contractor and consult with Engineer concerning acceptability of such schedules. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences, and other Project -related meetings (but not including Contractor's safety meetings), and as appropriate prepare and circulate copies of minutes thereof. Exhibit D—Duties, Responsibilities, and Limitations of Authority of Resident Project Representative. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 5 4. Safety Compliance: Comply with Site safety programs, as they apply to RPR, and if required to do so by such safety programs, receive safety training specifically related to RPR's own personal safety while at the Site. 5. Liaison a. Serve as Engineer's liaison with Contractor. Working principally through Contractor's authorized representative or designee, assist in providing information regarding the provisions and intent of the Construction Contract Documents. b. Assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on -Site operations. c. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 6. Clarifications and Interpretations: Receive from Contractor submittal of any matters in question concerning the requirements of the Construction Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Construction Contract Documents. Report to Engineer regarding such RFIs. Report to Engineer when clarifications and interpretations of the Construction Contract Documents are needed, whether as the result of a Contractor RFI or otherwise. Transmit Engineer's clarifications, interpretations, and decisions to Contractor. 7. Shop Drawings, Samples, and other Submittals a. Receive Samples that are furnished at the Site by Contractor. b. Receive Contractor -approved Shop Drawings. c. Receive other Submittals from Contractor. d. Record date of receipt of Samples, Contractor -approved Shop Drawings, and other Submittals. e. Notify Engineer of availability of Samples for examination, and forward Contractor - approved Shop Drawings and other Submittals to Engineer. When appropriate recommend distribution of Submittal to specified Subconsultants. f. Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal, if RPR believes that the submittal has not been received from Contractor, or has not been approved by Contractor or Engineer. 8. Proposed Modifications: Consider and evaluate Contractor's suggestions for modifications to the Drawings or Specifications, and report such suggestions, together with RPR's recommendations, if any, to Engineer. Transmit Engineer's response (if any) to such suggestions to Contractor. 9. Review of Work; Defective Work a. Report to Engineer whenever RPR believes that any part of the Work is defective under the terms and standards set forth in the Construction Contract Documents, and provide recommendations as to whether such Work should be corrected, Exhibit D—Duties, Responsibilities, and Limitations of Authority of Resident Project Representative. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 5 removed and replaced, or accepted as provided in the Construction Contract Documents. b. Inform Engineer of any Work that RPR believes is not defective under the terms and standards set forth in the Construction Contract Documents, but is nonetheless not compatible with the design concept of the completed Project as a functioning whole, and provide recommendations to Engineer for addressing such Work. c. Advise Engineer of that part of the Work that RPR believes should be uncovered for observation, or requires special testing, inspection, or approval. 10. Inspections, Tests, and System Start-ups a. Consult with Engineer in advance of scheduled inspections, tests, and systems start-ups. 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 start-ups. d. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public or other agencies having jurisdiction over the Work. e. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Work, record the results of these inspections, and report to Engineer. f. Nothing in this Agreement will be construed to require RPR to conduct inspections. 11. Records a. Maintain at the Site orderly files for correspondence, reports of job conferences, copies of Construction Contract Documents including all Change Proposals, Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Construction Contract, RFIs, Engineer's clarifications and interpretations of the Construction Contract Documents, progress reports, approved Shop Drawing and Sample submittals, and other Project -related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, Subcontractors present at the Site, weather conditions, data relative to questions of Change Proposals, Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, deliveries of equipment or materials, 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. Upon request from Owner to Engineer, photograph or video Work in progress or Site conditions. Exhibit D—Duties, Responsibilities, and Limitations of Authority of Resident Project Representative. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 5 d. Record and maintain accurate, up-to-date lists of the company names and points of contact for Contractors, Subcontractors, and major Suppliers of materials and equipment. e. Maintain records for use in preparing Project documentation. f. Upon completion of the Work, furnish original set of all RPR Project documentation to designated recipients. 12. Reports a. Furnish 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. b. Draft responses to or make recommends on Change Proposals, 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 start-up reports. d. Immediately inform appropriate parties of the occurrence of any Site accidents, emergencies, natural catastrophes endangering the Work, possible force majeure or delay events, damage to property by fire or other causes, or the discovery of any potential differing site condition or Constituent of Concern. 13. Payment Requests: 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. 14. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Contract Documents to be assembled and furnished by 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. 15. Completion a. Participate in Engineer's visits to the Site regarding Substantial Completion, assist in the determination of Substantial Completion, and prior to the issuance of a Certificate of Substantial Completion submit a punch list of observed items requiring completion or correction. b. Participate in Engineer's visit to the Site in the company of Owner and Contractor, to determine completion of the Work, and prepare a final punch list of items to be completed or corrected by Contractor. C. Observe whether all items on the final punch list have been completed or corrected, and make recommendations to Engineer concerning acceptance and issuance of the Notice of Acceptability of the Work (Exhibit E). Exhibit D—Duties, Responsibilities, and Limitations of Authority of Resident Project Representative. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 5 1.03 Limitations of Authority A. Resident Project Representative shall not: 1. Authorize any deviation from the Construction Contract Documents or substitution of materials or equipment (including "or -equal" items). 2. Exceed limitations of Engineer's authority as set forth in this Agreement. 3. Undertake any of the responsibilities of Contractor, Subcontractors, or Suppliers, or any Constructor. 4. Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques, sequences or procedures of the Work, by Contractor or any other Constructor. 5. Advise on, issue directions regarding, or assume control over security or 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 the Project in whole or in part. Exhibit D—Duties, Responsibilities, and Limitations of Authority of Resident Project Representative. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 5 EXHIBIT E—EJCDC° C-626, NOTICE OF ACCEPTABILITY OF WORK "CURRENTLY NOT USED" NOTICE OF ACCEPTABILITY OF WORK (EJCDC° C-626 2018) Owner: Owner's Project No.: Engineer: Engineer's Project No.: Contractor: Contractor's Project No.: Project: Contract Name: Notice Date: Effective Date of the Construction Contract: The Engineer hereby gives notice to the Owner and Contractor that Engineer recommends final payment to Contractor, and that the Work furnished and performed by Contractor under the Construction Contract is acceptable, expressly subject to the provisions of the Construction Contract's Contract Documents ("Contract Documents") and of the Agreement between Owner and Engineer for Professional Services dated [date of professional services agreement] ("Owner Engineer Agreement"). This Notice of Acceptability of Work (Notice) is made expressly subject to the following terms and conditions to which all who receive and rely on said Notice agree: 1. This Notice has been prepared with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. This Notice reflects and is an expression of the Engineer's professional opinion. 3. This Notice has been prepared to the best of Engineer's knowledge, information, and belief as of the Notice Date. 4. This Notice is based entirely on and expressly limited by the scope of services Engineer has been employed by Owner to perform or furnish during construction of the Project (including observation of the Contractor's Work) under the Owner Engineer Agreement, and applies only to facts that are within Engineer's knowledge or could reasonably have been ascertained by Engineer as a result of carrying out the responsibilities specifically assigned to Engineer under such Owner Engineer Agreement. 5. This Notice is not a guarantee or warranty of Contractor's performance under the Construction Contract, an acceptance of Work that is not in accordance with the Contract Documents, including but not limited to defective Work discovered after final inspection, nor an assumption of responsibility for any failure of Contractor to furnish and perform the Work thereunder in accordance with the Contract Documents, or to otherwise comply with the Contract Documents or the terms of any special guarantees specified therein. 6. This Notice does not relieve Contractor of any surviving obligations under the Construction Contract, and is subject to Owner's reservations of rights with respect to completion and final payment. Engineer By (signature): Name (printed): Title: Exhibit E—Notice of Acceptability of Work. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT F-ELECTRONIC DOCUMENTS PROTOCOL (EDP) - "NOT USED" Exhibit F—Electronic Documents Protocol (EDP). Exhibits to EJCDC° E-500, Agreement between Owner and Engineer for Professional Services. Copyright° 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT G—INSURANCE ARTICLE 1—INSURANCE Paragraph 6.04 of the Agreement, Insurance, is supplemented to include the following Insurance Schedule J from City of Dubque Insurance Requirements for Professional Services Exhibit G—Insurance. Exhibits to EJCDC° E-500, Agreement between Owner and Engineer for Professional Services. Copyright° 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 5 ORIGI-1 OP ID: JCAM ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDrrM) 03/18/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 563-556-6661 Ludoviss & Associates -Dubuque 302 Locust Street qUe CONTACT Jill Campbell NAME: (A/CNNo, Ext): PHOE 563-556-6661 (A//c No):563-588-4756 Dubuque, IA 52001 E-MAIL - DRESS: jampbell@ludovissyandassociates.com Troy Leibold INSURERS AFFORDING COVERAGE NAIC # INSURER A: Employers Mutual 21415 ffil$U!ZED Agin Design Co. IIW PC dba 137 Main St. INSURER B : INSURER C : Dubuque, IA 52001 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X X 6D49925 11/07/2023 11/07/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence 500,000 $ MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY �X PRO- ❑X LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY X X 6E49925 11/07/2023 11/07/2024 COaMacBINED SINGLE LIMIT cident E $ 1,000,000 X BODILY INJURY Perperson) $ BODILY INJURY Per accident $ X PROPERTY DAMAGE Per accident $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X 6J49925 11/07/2023 11/07/2024 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ 0 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A X 6H49925 11/07/2023 11/07/2024 X PER OTH- STATUTE ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Project #24041 Kerper Boulevard Lift Station Project CERTIFICATE HOLDER CANCELLATION CITYD-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Wilt of Dubuque Y q THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 50 W 13th St Dubuque,lA 52001 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD /EMC INSURANCE PAGE 2 EMCASCO INSURANCE COMPANY POLICY NUMBER: 6D4-99-25 ❑RIGIN DESIGN CO EFF DATE: 11/07/23 EXP DATE: 11/07/24 FORMS APPLICABLE: CGO001t04/13)*, CG0122(12/07)*, CGO124(01/93)*, CGO168(11/20)*, CG0441(03/11)*, CG2106(05/14)*, CG2147(12/07)*, CG2170(01/15)*, CG2176(01/15)*, CG2243(04/13)*, CG2417(10/01)*, CG2605(02/07)*, CG2681(12/04)*, CG7001A(10/12)*, CG7003(10/13)*, CG7428(11/98)*, CG7429(11/98)*, CG7578(02/19)*, CG7604(06/07)*, CG7740(11/20)*, CG7748(10/22)*, CG8301(10/22)*, IL0017(11/98)*, IL0021(09/08)*, IL0244(09/07)*, IL0245(09/08)*, IL0276(09/08)*, IL0283(11/18)*, IL0286(04/17)*, IL7004(03/20)*, IL7131A(04/01)*, IL7168(01/22)*, IL7305(11/15)*, IL7337(12/09)*, IL8046(01/90)*, IL8118(06/11)*, IL8383.2A(12/20)*, IL8384A(01/08)*, IL8532(01/05)*, IL8576(10/17)* AUDIT PERIOD: ANNUAL DATE OF ISSUE: 11/03/23 BPP FORM CC7000A ED_ 08-99 BPP I�le�7�7 /EMC INSURANCE EMCASCO INSURANCE COMPANY POLICY NUMBER: 6D4-99-25 --- 24 ORIGIN DESIGN CO. EFF DATE: 11/07/23 EXP DATE: 11/07/24 G E N E R A L L I A B I L I T Y P O L I C Y D E C L A R A T I O N S ENDORSEMENT SCHEDULE EDITION FORM DATE DESCRIPTION/ADDITIONAL INFORMATION PREMIUM ------------------------------------------------------------------------------ *CG0001 04-13 COMMERCIAL GEN LIABILITY COV FORM *CG0122 12-07 MN CHGS CONTRACTUAL LIAB EXCLUSION *CG0124 01-93 WI CHGS-AMENDMENT POLICY CONDITIONS *CG0168 11-20 MICHIGAN CHANGES *CG0441 03-11 OH -STOP GAP -EMPLOYERS LIABILITY LIMITS ❑F INSURANCE BODILY INJURY BY ACCIDENT $ 1,000,000 EACH ACCIDENT BODILY INJURY BY DISEASE $ 1,000,000 AGGREGATE LIMIT BODILY INJURY BY DISEASE $ 10,000 EACH EMPLOYEE *CG2106 05-14 EXCL-ACCESS/DISCL OF CONFID/PERSONAL *CG2147 12-07 EXCL-EMPLOYMENT RELATED PRACTICES *CG2170 01-15 CAP/LOSSES FROM CERT ACTS/TERRORISM *CG2176 01-15 EXCL PUNITIVE DMGS ACTS OF TERRORISM *CG2243 04-13 EXCL-ENGR,ARCHT,SURVEY PROF LIABILTY *CG2417 10-01 ---CONTRACTUAL LIABILITY RAILROADS SCHEDULED RAILROAD/DESIGNATED JOB SITE TBD *CG2605 02-07 MINNESOTA CHANGES *CG2681 12-04 MINNESOTA CHANGES - DUTIES CONDITION *CG7001A 10-12 GENERAL LIABILITY SCHEDULE *CG7003 10-13 GL QUICK REFERENCE (OCCURRENCE) *CG7428 11-98 AMEND - AGGREGATE LIMIT PER LOCATION *CG7429 11-98 AMEND - AGGREGATE LIMIT PER PROJECT *CG7578 02-19 GENERAL LIABILITY ELITE EXTENSION *CG7604 06-07 MICHIGAN CANCELLATION *CG7740 11-20 COMMUNICABLE DISEASE EXCLUSION *CG7748 10-22 CANNABIS EXCL/EXCP RETAIL SALES CBD *CG8301 10-22 IMPORTANT NOTICE TO POLICYHOLDERS *IL0017 11-98 COMMON POLICY CONDITIONS *IL0021 09-08 NUCLEAR ENERGY LIAB EXCL/BROAD FORM *IL0244 09-07 OH CHANGES - CANCELLATIONMONRENEWAL *IL0245 09-08 MN CHANGES - CANCELLATION/NONRENEWAL *IL0276 09-08 IA CHANGES - CANCELLATION/NONRENEWAL *IL0283 11-18 WI CHANGES - CANCELLATION/NONRENEWAL *IL0286 04-17 MI CHANGES - CANCELLATION/NONRENEWAL *IL7004 03-20 MUTUAL POLICY PROVISIONS *IL7131A 04-01 COMM'L POLICY ENDORSEMENT SCHEDULE *IL7168 01-22 ASBESTOS EXCLUSION *IL7305 11-15 GOVERNMENTAL ENTITY AS ADD'L INSURED NAME: CITY OF DUBUQUE NAME: DATE OF ISSUE: 11/03/23 FORM: IL7131A (ED. 04-0 (CONTINUED) DB 6D49925 /EMC INSURANCE PAGE NO: 2 EMCASCO INSURANCE COMPANY POLICY NUMBER: 6D4-99-25 --- 24 ORIGIN DESIGN CO. EFF DATE: 11/07/23 EXP DATE: 11/07/24 G E N E R A L L I A B I L I T Y P O L I C Y D E C L A R A T I O N S ENDORSEMENT SCHEDULE EDITION FORM DATE DESCRIPTION/ADDITIONAL INFORMATION PREMIUM ------------------------------------------------------------------------------ CITY ❑F CEDAR FALLS *IL7337 12-09 AMENDMENT OF OCCUR DEF SUBCONTR WORK *IL8046 01-90 NOTICE CANCELLATION REQUESTED BY YOU *IL8118 06-11 COMPLAINT NOTICE - WISCONSIN *IL8383.2A 12-20 DISCL PURSUANT TERRSM RISK INS. ACT $ 41 *IL8384A 01-08 TERRORISM NOTICE *IL8532 01-05 IMPORTANT NOTICE TO POLICYHOLDERS -MI *IL8576 10-17 MEDICARE IMPT NOTICE TO POLICYHOLDER DATE OF ISSUE: 11/03/23 FORM: IL7131A (ED. 04-0 DB 6D /EMC INSURANCE EMCASCO INSURANCE COMPANY POLICY NO: 6D4-99-25 --- 24 ❑RIGIN DESIGN CO EFF DATE: 11/07/23 EXP DATE: 11/07/24 GENERAL LIABILITY SCHEDULE ------------------------------------------------------------------------------ ! PRODUCTS/COMPL OPS ! ALL OTHER CODE NO./EXPOSURE/CLASSIFICATION ! RATE !ADVANCE PREM! RATE !ADVANCE PREM ------------------------------------------------------------------------------ LOCATION 001 ! ! ! ! 40111 ! ! ! 8.554!$ 9 BOATS — CANOES OR ROWBOATS — NO (2)! ! ! ! PREMIUM BASIS: i PER AREA i EXPOSURE: 1 i (SUBLINE /334) ! ! ------------------------------------------------------------------------------ 87742 ! ! ! !$ 0 MUNICIPALITY ENDORSEMENT IL7305 PREMIUM BASIS: FLAT CHARG EXPOSURE: IF ANY ! ! ! ! (SUBLINE /334) ! +. ADDITIONAL INTEREST ( 1-334) ! ! ! ! 50 CITY OF DUBUQUE ADDITIONAL INTEREST ( 2-334) + 50 CITY OF CEDAR FALLS ! ------------------------------------------------------------------------------ 87747 ! ! ! !$ 0 AMENDMENT — AGGREGATE LIMITS OF ! ! ! ! INSURANCE (PER LOCATION) i " ! PREMIUM BASIS: i ! FLAT CHARG i ! EXPOSURE: IF ANY ! ! ! ! (SUBLINE /334) ! ! ! ! ------------------------------------------------------------------------------ 87748 ! ! ! !$ 0 AMENDMENT — AGGREGATE LIMITS OF INSURANCE (PER PROJECT) PREMIUM BASIS: ! ! ! FLAT CHARG ! ! ! EXPOSURE: IF ANY ! ! ! (SUBLINE /334) ! ! ! ------------------------------------------------------------------------------ ! 87789 ! ! ! !$ 0 CONTRACTUAL LIABILITY — RAILROAD i ENDORSEMENT ! ! ! CG2417 ! ! ! ! PREMIUM BASIS: ! ! ! ! FLAT CHARG i EXPOSURE: IF ANY i (SUBLINE /334) i ADDITIONAL INTEREST { 1-334) ! ! ! ! 50 TBD ! ! ! ------------------------------------------------------------------------------ ! DATE OF ISSUE: 11/03/23 BPP FORM CC7001A ED_10-12 BPP I�le�7�7 (CONTINUED) /EMC INSURANCE PAGE 2 EMCASCO INSURANCE COMPANY POLICY NO: 6D4-99-25 --- 24 ❑RIGIN DESIGN CO EFF DATE: 11/07/23 EXP DATE: 11/07/24 GENERAL LIABILITY SCHEDULE ( C O N T I N U E D) ------------------------------------------------------------------------------ ! PRODUCTS/COMPL OPS ! ALL OTHER CODE NO./EXPOSURE/CLASSIFICATION ! RATE !ADVANCE PREM! RATE !ADVANCE PREM ------------------------------------------------------------------------------ 91805 ! ! ! 0.421!$ 242 DRAFTSMEN ( 4 ) ! ! ! ! PREMIUM BASIS: THOUSANDS OF PAYROLL i EXPOSURE: 575,000 i (SUBLINE /334) ! ! ! ! ------------------------------------------------------------------------------ 92663 ! ! ! 1.067!$ 3,201 ENGINEERS OR ARCHITECTS —CONSULTING NOT ENGAGED IN ACTUAL CONSTRUCTION (4) ! ! ! PREMIUM BASIS: THOUSANDS OF PAYROLL ! ! ! ! EXPOSURE: 3,000,000 ! (SUBLINE /334) ------------------------------------------------------------------------------ 99471 ! ! ! 1.217!$ 730 SURVEYORS — LAND — NOT ENGAGED IN i ACTUAL CONSTRUCTION (4) ! ! ! ! PREMIUM BASIS: ! ! ! ! THOUSANDS OF PAYROLL ! ! ! ! EXPOSURE: 600,000 ! i (SUBLINE /334) ------------------------------------------------------------------------------ ! i ! LOCATION 002 ! ! ! ! 92663 ! ! ! 0.798!$ 0 ENGINEERS OR ARCHITECTS —CONSULTING ! ! ! ! NOT ENGAGED IN ACTUAL CONSTRUCTION i (4) ! ! ! ! PREMIUM BASIS: i THOUSANDS OF PAYROLL ! ! ! ! EXPOSURE: IF ANY ! ! ! ! {SUBLINE /334} ! ! ! ! ------------------------------------------------------------------------------ LOCATION 003 92663 ! ! ! 0.887!$ 169 ENGINEERS OR ARCHITECTS —CONSULTING i NOT ENGAGED IN ACTUAL CONSTRUCTION ! ! ! ! (4y ! ! ! ! PREMIUM BASIS: ! ! ! ! THOUSANDS OF PAYROLL i EXPOSURE: 190,000 i (SUBLINE /334) ------------------------------------------------------------------------------ i DATE OF ISSUE: 11/03/23 BPP FORM CC7001A ED_10-12 BPP I�le�7�7 (CONTINUED) /EMC INSURANCE PAGE 3 EMCASCO INSURANCE COMPANY POLICY NO: 6D4-99-25 --- 24 ❑RIGIN DESIGN CO EFF DATE: 11/07/23 EXP DATE: 11/07/24 GENERAL LIABILITY SCHEDULE ( C O N T I N U E D) ------------------------------------------------------------------------------ ! PRODUCTS/COMPL OPS ! ALL OTHER CODE NO./EXPOSURE/CLASSIFICATION ! RATE !ADVANCE PREM! RATE !ADVANCE PREM ------------------------------------------------------------------------------ LOCATION 004 ! ! ! ! 92663 ! ! ! 0.578!$ 0 ENGINEERS OR ARCHITECTS —CONSULTING NOT ENGAGED IN ACTUAL CONSTRUCTION i (4) ! 1 ! ! PREMIUM BASIS: ! ! ! ! THOUSANDS OF PAYROLL ! ! ! ! EXPOSURE: IF ANY ! ! ! ! (SUBLINE /334) ! i ------------------------------------------------------------------------------ LOCATION 005 92663 ! ! ! 0.770!$ 49 ENGINEERS OR ARCHITECTS —CONSULTING ! ! ! ! NOT ENGAGED IN ACTUAL CONSTRUCTION ! ! ! ! (4y ! ! ! ! PREMIUM BASIS: i THOUSANDS OF PAYROLL i EXPOSURE: 64,000 i {SUBLINE /334} ! ! ! ------------------------------------------------------------------------------ P O L I C Y LEVEL COVERAGES ------------------------------------------------------------------------------ COVERAGES LIMIT OF INSURANCE PREMIUM ------------------------------------------------------------------------------ GENERAL LIABILITY ELITE EXTENSION ! !$ 300 ------------------------------------------------------------------------------ PREMIUM FOR CERTIFIED ACTS OF TERRORISM $ 41.00 TOTAL ESTIMATED POLICY PREMIUM $ 4891.00 ------------------------------------------------------------------------------ (1) OTHER THAN NOT FOR PROFIT (2) NOT FOR PROFIT (3) INCLUDING PRODUCTS AND/OR COMPLETED OPERATIONS UNLESS OTHERWISE EXCLUDED (4) PRODUCTS —COMPLETED OPERATIONS ARE SUBJECT TO THE GENERAL AGGREGATE LIMIT (5) A $250 PD DEDUCTIBLE PER CLAIM APPLIES TO CUSTOMERS AUTOS UNLESS OTHERWISE DESIGNATED BY THIS CLASSIFICATION CODE (6) FOR SPRAY PAINTING OPERATIONS, A PD DEDUCTIBLE OF $250 PER CLAIM APPLIES UNLESS A HIGHER DEDUCTIBLE IS OTHERWISE DESIGNATED FOR THIS CLASSIFICATION CODE LOCATION OF ALL PREMISES OWNED, RENTED OR OCCUPIED: RATED LOCATIONS: LOC 001 137 MAIN ST DUBUQUE, IA 52001-7677 DATE OF ISSUE: 11/03/23 BPP FORM CC7001A ED_10-12 BPP I�le�7�7 (CONTINUED) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ELITE EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include the following clarifications and extensions of coverage. The provisions of the Coverage Form apply unless modified by endorsement. A. EXPECTED OR INTENDED INJURY Section I — Coverage A, Exclusion a. is amended as follows: a. "Bodily injury" or "property damage" expected or intended from the standpoint of an insured. This exclusion does not apply to "bodily injury' or "property damage" resulting from the use of reasonable force to protect persons or property. B. NON -OWNED WATERCRAFT Section I — Coverage A, Exclusion g.(2) is amended as follows: (2) A watercraft you do not own that is: (a) Less than 60 feet long; and (b) Not being used to carry person(s) or property for a charge; C. EXTENDED PROPERTY DAMAGE COVERAGE Section I — Coverage A, Exclusions j.(3) and (4) is amended to add the following: Paragraphs (3) and (4) of this exclusion do not apply to tools or equipment loaned to you, provided they are not being used to perform operations at the time of loss. SCHEDULE Limits Of Insurance Deductible $5,000 Each Occurrence $250 Per Claim $10,000 Annual Aggregate a. The each occurrence limit listed above is the most we will pay for all damages because of "property damage" to property in the care, custody and control of or property loaned to an insured as the result of any one "occurrence", regardless of the number of: (1) insureds; (2) claims made or "suits" brought; (3) persons or organizations making claims or bringing "suits". The aggregate limit listed above is the most we will pay for all damages because of "property damage" to property in the care custody and control of or property loaned to an insured during the policy period. Any payment we make for damages because of "property damage" to property in the care, custody and control of or property loaned to an insured will apply against the General Aggregate Limit shown in the declarations. b. Our obligation to pay damages on your behalf applies only to the amount of damages in excess of the deductible amount listed above. We may pay any part or all of the deductible amount listed above. We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and upon notification by us, you will promptly reimburse us for that part of the deductible we paid. c. If two or more coverages apply under one "occurrence", only the highest per claim deductible applicable to these coverages will apply. d. Insurance provided by this provision is excess over any other insurance, whether primary, excess, contingent or any other basis. Since insurance provided by this endorsement is excess, we will have no duty to defend any claim or "suit" to which insurance provided by this endorsement applies if any other insurer has a duty to defend such a claim or "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. D. PROPERTY DAMAGE — ELEVATORS Section I — Coverage A.2. Exclusions paragraphs j.(3), j.(4), j.(6) and k. do not apply to use of elevators. This insurance afforded by this provision is excess over any valid and collectible property insurance (including any deductible) available to the insured and Section IV — Commercial General Liability Conditions Paragraph 4. Other Insurance is changed accordingly. CG7578(2-19) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 6 E. FIRE, LIGHTNING OR EXPLOSION DAMAGE Except where it is used in the term "hostile fire", the word fire includes fire, lightning or explosion wherever it appears in the Coverage Form. Under Section I — Coverage A, the last paragraph (after the exclusions) is replaced with the following: Exclusions c. through in. do not apply to damage by fire, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. F. MEDICAL PAYMENTS If Section I — Coverage C. Medical Payments Coverage is not otherwise excluded from this Coverage Form: The requirement, in the Insuring Agreement of Coverage C., that expenses must be incurred and reported to us within one year of the accident date is changed to three years. G. SUPPLEMENTARY PAYMENTS Supplementary Payments — Coverages A and B Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $5,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1 A. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. H. SUBSIDIARIES AS INSUREDS Section II — Who Is An Insured is amended to add the following: 11 Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of this policy. However, insured does not include any subsidiary that is an insured under any other general liability policy, or would have been an insured under such a policy but for termination of that policy or the exhaustion of that policy's limits of liability. BLANKET ADDITIONAL INSUREDS — AS REQUIRED BY CONTRACT 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) subject to provisions in Paragraph 2. below, (hereinafter referred to as additional insured) when you and such person(s) or organization(s) have agreed in a written contract or written agreement that such person(s) or organization(s) be added as an additional insured on your policy provided that the written contract or agreement is: a. Currently in effect or becomes effective during the policy period; and b. Executed prior to an "occurrence" or offense to which this insurance would apply. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and c. Applies only if the person or organization is not specifically named as an additional insured under any other provision of, or endorsement added to, Section II — Who Is An Insured of this policy. As provided herein, the insurance coverage provided to such additional insureds is limited to: a. Any Controlling Interest, but only with respect to their liability arising out of their financial control of you; or premises they own, maintain, or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. b. Any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. CG7578(2-19) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 2 of 6 This exclusion applies even if the claims This insurance does not apply to: against any insured allege negligence or (a) "Bodily injury", "property damage" or other wrongdoing in the supervision, hiring, "personal and advertising injury" employment, training or monitoring of arising out of operations performed others by that insured, if the "occurrence" for the federal government, state or which caused the "bodily injury" or municipality; or "property damage", or the offense which caused the "personal and advertising (b) "Bodily injury" or "property damage" injury", involved the rendering of or the included within the "products - failure to render any professional services completed operations hazard". by or for you. e. Any vendor, but only with respect to "bodily c. Any manager or lessor of a premises injury" or "property damage" arising out of leased to you, but only with respect to "your products" which are distributed or sold liability arising out of the ownership, in the regular course of the vendor's maintenance or use of that part of a business. premises leased to you, subject to the With respect to the insurance afforded to following additional exclusions: these vendors, the following additional This insurance does not apply to: exclusions apply: (1) Any "occurrence" which takes place (1) The insurance afforded any vendor does after you cease to be a tenant in that not apply to: premises. (a) "Bodily injury" or "property damage" (2) Structural alterations, new construction for which any vendor is obligated to or demolition operations performed by pay damages by reason of the or on behalf of such additional insured. assumption of liability in a contract or agreement. This exclusion does not d. Any state or governmental agency or apply to liability for damages that any subdivision or political subdivision, subject to vendor would have in the absence of the following: the contract or agreement; (1) This insurance applies only with respect (b) Any express warranty unauthorized to the following hazards for which any by you; state or governmental agency or subdivision or political subdivision has (c) Any physical or chemical change in issued a permit or authorization in the product made intentionally by connection with premises you own, rent any vendor; or control and to which this insurance (d) Repackaging, except when applies: unpacked solely for the purpose of (a) The existence, maintenance, repair, inspection, demonstration, testing, construction, erection or removal of or the substitution of parts under advertising signs, awnings, instructions from the manufacturer, canopies, cellar entrances, coal and then repackaged in the original holes, driveways, manholes, container; marquees, hoist away openings, (e) Any failure to make such sidewalk vaults, street banners or inspections, adjustments, tests or decorations and similar exposures; servicing as any vendor has or agreed to make or normally (b) The construction, erection or undertakes to make in the usual removal of elevators; or course of business, in connection with the distribution or sale of theproducts; (c) The ownership, maintenance or use of any elevators covered by this insurance. (f) Demonstration, installation, (2) This insurance applies only with respect servicing or repair operations, except such operations performed to operations performed by you or on at any vendor's premises in your behalf for which any state or connection with the sale of the governmental agency or subdivision or product; political subdivision has issued a permit or authorization. (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for any vendor; or CG7578(2-19) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 3 of 6 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO ELITE EXTENSION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The BUSINESS AUTO COVERAGE FORM is amended to include the following clarifications and extensions of coverage. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE Section I — Covered Autos Paragraph C. Certain Trailers, Mobile Equipment, and Temporary Substitute Autos is amended by adding the following: If Physical Damage Coverage is provided by this coverage form for an "auto" you own, the Physical Damage Coverages provided for that owned "auto" are extended to any "auto" you do not own while used with the permission of its owner as a temporary substitute for the covered "auto" you own that is out of service because of breakdown, repair, servicing, "loss" or destruction. The coverage provided is the same as the coverage provided for the vehicle being replaced. B. BLANKET ADDITIONAL INSUREDS The Who Is An Insured provision under Section II — Covered Autos Liability Coverage is amended to include the following as an "insured": 1. Any person or organization whom you have agreed in a written contract or agreement to name as an additional "insured" under your "auto" Policy to provide "bodily injury" or "property damage" coverage, but only with respects to liability arising out of the use of a covered "auto" you own, hire or borrow and resulting from the acts or omissions by you, any of your "employees" or agents. The insurance afforded to such additional "insured" will not be broader than that which you are required to provide for such additional "insured" and applies only to a written contract executed prior to the "bodily injury" or "property damage" and is still in force at the time of the "accident". (2) Available under the applicable Limit Of Insurance for Covered Autos Liability Coverage shown in the Declarations; whichever is less. C. EMPLOYEES AS INSUREDS The following is added to the Section II — Covered Autos Liability Coverage, Paragraph A.1. Who Is An Insured provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. EMPLOYEE HIRED AUTOS 1. Changes In Covered Autos Liability Coverage The following is added to the Who Is An Insured provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions Paragraph 5.b. of the Other Insurance in the Business Auto Coverage Form is amended by the addition of the following: For Hired Auto Physical Damage Coverage any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your business is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". 2. With respect to the insurance afforded to the E. NEWLY FORMED OR ACQUIRED additional "insured" described above, the ORGANIZATIONS following is added to Section — C. Limit Of Section II — Covered Autos Liability Coverage, Insurance Covered Autos Liability A.1. Who Is An Insured is amended by adding the Coverage: following: The most we will pay on behalf of the additional Any organization which you acquire or form after "insured" is the amount of insurance: the effective date of this Policy in which you (1) Required by the written contract or maintain ownership or majority interest. However: agreement described above, or CA7450(2-22) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 5 (1) Coverage under this provision is afforded only up to 180 days after you acquire or form the organization, or to the end of the Policy period, whichever is earlier. F. SUBSIDIARIES AS INSUREDS Section II — Covered Autos Liability Coverage, A.1. Who Is An Insured is amended by adding the following: Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of this Policy. However, "insured" does not include any subsidiary that is an "insured" under any other automobile liability Policy or was an "insured" under such a Policy but for termination of that Policy or the exhaustion of the Policy's limits of liability. G. SUPPLEMENTARY PAYMENTS Section II — Covered Autos Liability Coverage, A.2.a. Coverage Extensions, Supplementary Payments (2) and (4) are replaced by the following: (2) Up to $5,000 for (including bonds violations) required we cover. We do bonds. the cost of bail bonds for related traffic law because of an "accident" not have to furnish these (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. H. FELLOW EMPLOYEE COVERAGE In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by workers compensation exclusivity rule, or similar protection. The following provision is added: Subparagraph 5. of Paragraph B. Exclusions in Section II — Covered Autos Liability Coverage does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. I. TOWING AND LABOR Section III — Physical Damage Coverage, A.2. Towing And Labor is replaced with the following: We will pay for Towing And Labor costs incurred, subject to the following: a. Up to $100 each time a covered "auto" that is a private passenger type is disabled; or b. Up to $500 each time a covered "auto" other than the private passenger type is disabled. However, the labor must be performed at the place of disablement. J. LOCKSMITH SERVICES Section III — Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: We will pay up to $250 per occurrence for necessary locksmith services for keys locked inside a covered private passenger "auto". The deductible is waived for these services. K. TRANSPORTATION EXPENSES Section III — Physical Damage Coverage, A.4. Coverage Extensions Subparagraph a. Transportation Expenses is replaced by the following: (1) We will pay up to $75 per day to a maximum of $2,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Cause of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the Policy's expirations, when the covered "auto" is returned to use or we pay for its "loss". (2) If the temporary transportation expenses you incur arise from your rental of an "auto" of the private passenger type, the most we will pay is the amount it costs to rent an "auto" of the private passenger type which is of the same like, kind and quality as the stolen covered "auto". L. ELECTRONIC EQUIPMENT COVERAGE ADDED LIMITS All electronic equipment that reproduces, receives or transmits audio, visual, or data signals in any one "loss" is $5,000, in addition to the sublimit in Paragraph CA.b. of the Limits Of Insurance provision under Section III — Physical Damage Coverage. M. HIRED AUTO PHYSICAL DAMAGE Section III — Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss, or Collision Coverage is provided for any "auto" you own, then the Physical Damage coverages provided are extended to "autos" you lease, hire, rent or borrow is deemed to be a covered "auto" you own, subject to the following limit and deductible: (1) The most we will pay for loss to any leased, hired, rented or borrowed "auto" is the lesser of up to a limit of $100,000, Actual Cash Value or Cost of Repair, minus the deductible. (2) The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. (3) Subject to the above limit and deductible provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will pay up to $1,000, in addition to the limit above, for Loss Of Use of a hired auto to a leasing or rental concern for a monetary loss CA7450(2-22) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 2 of 5 sustained, provided it results from an "accident" for which you are legally liable. However, coverage does not apply to any "auto" leased, hired, rented or borrowed in your Motor Carrier Operations and any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". N. AUTO LOAN/LEASE GAP COVERAGE Section III — Physical Damage Coverage Paragraph A.4. Coverage Extensions is amended by the addition of the following: Autos of the private passenger, light or medium trucks that are loaned or leased for a period of six months or longer and which have been provided Physical Damage Coverage is a covered "auto" under this Policy for which a premium charge has been made for Comprehensive, Specified Cause of Loss, or Collision Coverage. We will pay any unpaid amount due up to a limit of $10,000 on the lease or loan for a covered "auto", including up to a maximum of $500 for early termination fees or penalties, on the lease or loan for a covered "auto", less: 1. The amount paid under the Policy's Physical Damage Coverage; and 2. Any: a. Overdue or any deferred lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. The insurance provided by this Auto Loan/Lease Gap Coverage is excess over any other collectible insurance including but not limited to any coverage provided by or purchased from the lessor or any financial institution. O. PERSONAL PROPERTY OF OTHERS Section III — Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: We will pay up to $500 for loss to Personal Property Of Others in or on your covered "auto" in the event of a covered "auto" loss. No deductibles apply to this coverage. P. PERSONAL EFFECTS COVERAGE Section III — Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: We will pay up to $500 for "loss" to your Personal Effects not otherwise covered in the Policy or, if you are an individual, the Personal Effects of a family member, that is in the covered auto at the time of the "loss". For the purposes of this extension Personal Effects means tangible property that is worn or carried by an insured including portable audio, visual, or electronic devices. Personal Effects does not include tools, jewelry, guns, money and securities, or musical instruments. Q. EXTRA EXPENSE FOR STOLEN AUTO Section III — Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: We will pay up to $1,000 for the expense incurred returning a stolen covered "auto" to you because of the total theft of such covered "auto". Coverage applies only to those covered "autos" for which you carry Comprehensive or Specified Causes Of Loss Coverage. R. RENTAL REIMBURSEMENT EXPENSES Section III — Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: 1. This coverage applies only to a covered "auto" for which Physical Damage Coverage is provided on this Policy. 2. We will pay for Rental Reimbursement Expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. 3. We will pay only for those expenses incurred during the Policy period beginning 24 hours after the "loss" and ending, regardless of the Policy's expiration, with the lesser of the following number of days a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you; or b. 30 days. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred; or b. $75 per day, subject to a $2,250 limit. 5. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your Rental Reimbursement Expenses which is not already provided for under the Physical Damage — Transportation Expense CA7450(2-22) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 3 of 5 Coverage Extension included in this endorsement. 7. Coverage provided by this extension is excess over any other collectible insurance and/or endorsement to this Policy. S. VEHICLE WRAPS COVERAGE Section III — Physical Damage Coverage, A.4. Coverage Extensions is amended by adding the following: 1. This coverage applies only to a covered "auto" for which Physical Damage Coverage is provided on this Policy. 2. Vehicle wraps that are damaged are covered at the lessor of replacement cost or the original purchase cost of the vehicle wrap, whichever is less, up to $2,000. This coverage does not apply to wear and tear. T. AIRBAG COVERAGE Section III — Physical Damage Coverage, B.3.a. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this Policy, the exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. U. NEW VEHICLE REPLACEMENT COST 2. Regardless of the number of covered "autos" damaged or stolen the maximum deductible applicable for all "loss" in any one event caused by: a. Theft or Mischief or Vandalism; or b. All Perils c. Collision Will be equal to two times the highest deductible applicable to any one covered "auto" on the Policy for Comprehensive, Specified Causes of Loss or Collision Coverage. The application of the highest deductible used to calculate the maximum deductible will be made regardless of which covered "autos" were damaged or stolen in the "loss". W. FULL GLASS COVERAGE Section III — Physical Damage Coverage, D. Deductible is amended by the addition of the following: If the Comprehensive Coverage applies to the covered "autos", no Comprehensive Coverage Deductible applies to the cost of repairing or replacing damaged glass on the covered "auto(s)". X. PHYSICAL DAMAGE DEDUCTIBLE — VEHICLE TRACKING SYSTEM Section III — Physical Damage D. Deductible is amended by adding the following: The following is added to Paragraph C. Limit Of Insurance of Section III — Physical Damage Coverage In the event of a total "loss" to a covered "auto" you own of the private passenger type or vehicle having a gross vehicle weight of 20,000 pounds or less, to which this coverage applies, we will pay to replace Y such covered "auto", minus any applicable deductible shown in the Declarations, at your option: a. The verifiable new vehicle purchase price you paid for your damaged vehicle, not including any insurance or warranties. b. The purchase price, as negotiated by us, of a new vehicle of the same make, model, and equipment, or most similar model available, not including any furnishings, parts, or equipment not installed by the manufacturer or their dealership. c. The market value of your damaged vehicle, not including any furnishings, parts, or equipment not installed by the manufacturer or their dealership. We will not pay for initiation or set up costs associated with a loans or leases. For the purposes of this coverage extension a new covered auto is defined as an "auto" of which you are the original owner that has not been previously titled which you purchased less than 180 days prior to the date of loss. V. LOSS TO TWO OR MORE COVERED AUTOS FROM ONE ACCIDENT Section III — Physical Damage Coverage, D. Deductible Subparagraph 2. is replaced by the following: Comprehensive Coverage Deductible shown in the Declaration will be reduced by 50% for any "loss" caused by theft of the vehicle when equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS Section IV — Business Auto Conditions, A.2. Duties In The Event Of Accident, Claim, Suit Or Loss is amended by adding the following: Your obligation to notify us promptly of an "accident', claim, "suit' or "loss" is satisfied if you send us the required notice as soon as practicable after your Insurance Administrator or anyone else designated by you to be responsible for insurance matters is notified, or in any manner made aware, of an "accident', claim, "suit' or "loss". Z. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY Subparagraph 5. of Paragraph A. Loss Conditions of Section IV — Business Auto Conditions is deleted in its entirety and replaced with the following. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. However, we waive any right of recovery we may have against any person, or organization with whom you have a CA7450(2-22) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 4 of 5 written contract, agreement or permit executed prior to the "loss" that requires a waiver of recovery for payments made for damages arising out of your operations done under contract with such person or organization. AA. PRIMARY AND NONCONTRIBUTORY — OTHER INSURANCE CONDITION Section IV — Business Auto Conditions, B. General Conditions, 5. Other Insurance c. is replaced by the following: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your Policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". However, coverage does not apply to any "auto" leased, hired, rented or borrowed in your Motor Carrier Operations and any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". AB. UNINTENTIONAL FAILURE TO DISCLOSE EXPOSURES Section IV — Business Auto Conditions, B.2. Concealment, Misrepresentation, Or Fraud is amended by adding the following: If you unintentionally fail to disclose any exposures existing at the inception date of this Policy, we will not deny coverage under this Coverage Form solely because of such failure to disclose. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal. AC. MENTAL ANGUISH Section V — Definitions, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from bodily injury, sickness or disease. AD. LIBERALIZATION If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. CA7450(2-22) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 5 of 5 /EMC INSURANCE EMPLOYERS MUTUAL CASUALTY COMPANY (15539) PRIOR POLICY: 6H4-99-25-23 RENEWAL INFORMATION PAGE WC000001A WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY *------------------------* THIS INFORMATION PAGE ALONG WITH THE 'POLICY * POLICY NUMBER PROVISIONS' COMPLETES THE NUMBERED POLICY. * 6 H 4- 9 9- 2 5---24 *------------------------* ITEM 1 N A M E D I N S U R E D; P R O D U C E R ORIGIN DESIGN CO. LUDOVISSY & ASSOCIATES 137 MAIN ST 787 W LOCUST ST DUBUQUE IA 52001-7677 DUBUQUE IA 52001-4358 AGENT: AA 3251 DIRECT BILL AGENT PHONE: (563)556-6661 CLAIM REPORTING: (888)362-2255 SERVICING CARRIER: (515)280-2604 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - THIS POLICY RENEWAL IS OFFERED CONTINGENT UPON THE RECEIPT OF PAYMENT WHICH IS DUE ON 12/07/23. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - INSURED IS: CORPORATION BUS DESC: ENGINEERING AND CONSULT INTRASTATE ID: 154681654 FED. EMPLOYER'S ID: 363163838 IA UNEMPLOYMENT ACCOUNT NUMBER: 999999 MN UNEMPLOYMENT ACCOUNT NUMBER: 999999 SIC CODE: 8711 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ITEM 2 POLICY PERIOD: FROM: NOV/07/23 TO: NOV/07/24 AT 12:01 A.M.,STANDARD TIME AT THE INSURED'S MAILING ADDRESS - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ITEM 3 A. WORKERS' COMPENSATION INSURANCE: PART ONE OF THE POLICY APPLIES TO THE WORKERS' COMPENSATION LAW OF THE STATES LISTED HERE; IA, IL, MI, MN, WI B. EMPLOYERS' LIABILITY INS.: PART TWO OF THE POLICY APPLIES TO WORK IN EACH STATE LISTED IN ITEM 3.A. THE LIMITS OF OUR LIABILITY UNDER PART TWO ARE BODILY INJURY BY ACCIDENT $ 1,000,000 EACH ACCIDENT BODILY INJURY BY DISEASE $ 11000,000 EACH EMPLOYEE BODILY INJURY BY DISEASE $ 11000,000 POLICY LIMIT C. OTHER STATES INS: PART THREE OF THE POLICY APPLIES TO ALL STATES EXCEPT ME, ND, OH, WA, WY AND STATES DESIGNATED IN ITEM 3.A SHOWN ABOVE. D. THIS POLICY INCLUDES THESE ENDORSEMENTS AND SCHEDULES: 0405B(01/18)*, 0417A*, 1012E(01/18)*, 1150(06/18)*, IL7004(03/20), IL7130A(04/01)*, IL7131A(04/01)*, IL7621(04/16), IL8062(07/16)*, IL8118(06/11)*, IL8383.2A(12/20), IL8576(10/17)*, WC000000C(01/15), WC000313(04/84), WC000406A(07/95)*, WC000414A(01/19), WC000419(01/01), WC000419A(08/22), WC000421F(08/22), WC000422C(O1/21), WC000424(01/17), WC000425(05/17), WC120601F(O1/19), WC120603(01/19), WC210303A(06/97)*, WC21030406/20), WC210402C(09/20), WC22000OA(11/03), WC220601N08/06), WC340301C(03/10), WC480601C(04/01), WC480606B(01/02), WC7003A(09/86)*, WC7005(07/11), WC7144(06/07), WC8130(10/14), WC8500(07/04)* Refer to prior distribution(s) for any forms not attached - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - COPYRIGHT 1983 NATIONAL COUNCIL ON COMPENSATION INSURANCE ISSUED FROM: EMC INSURANCE CO, PO BOX 884, DES MOINES■ IA 50306 DATE OF ISSUE: 11/03/23 (BPP) COUNTERSIGNED BY: DATE: FORM WC7002A 09 86 (BPP) 11 07 23 060 DB 6H4992 /EMC INSURANCE PAGE 2 EMPLOYERS MUTUAL CASUALTY COMPANY POLICY NUMBER: 6H4-99-25 --- 24 ORIGIN DESIGN CO EFF DATE: 11/07/23 EXP DATE: 11/07/24 WC000001A ITEM 4 THE PREMIUM FOR THIS POLICY WILL BE DETERMINED BY OUR MANUALS OF RULES, CLASSIFICATIONS, RATES AND RATING PLANS. ALL INFORMATION REQUIRED BELOW IS SUBJECT TO VERIFICATION AND CHANGE BY AUDIT. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ESTIMATED ANNUAL PREMIUM SEE CLASSIFICATION OF ❑PERATIONS SCHEDULE ATTACHED PREMIUM SUBTOTAL - SEE SCHEDULE ATTACHED $ 21,571.00 MINNESOTA SPECIAL COMPENSATION FUND SURCHARGE $ 1.00 ADJUSTMENT FOR DEBIT/CREDIT SCHEDULE MODIFICATION $-2,880.00 LESS: ESTIMATED PREMIUM DISCOUNT $-677.00 BLANKET WAIVER OF OUR RIGHT TO RECOVER $ 500.00 EXPENSE CONSTANT $ 220.00 MINIMUM PREMIUM $ 478 ESTIMATED POLICY PREMIUM $ 18,735.00 IOWA - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Illinois WC Premium Surcharge $ 1.14 TOTAL ESTIMATED POLICY PREMIUM .$ 18,736.14 --------------------------------------------- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - INTERIM ADJUSTMENTS WILL BE MADE: ANNUALLY COPYRIGHT 1983 NATIONAL COUNCIL ON COMPENSATION INSURANCE ISSUED FROM: EMC INSURANCE CO, PO BOX 884, DES MOINES■ IA 50306 DATE OF ISSUE: 11/03/23 (BPP) COUNTERSIGNED BY: DATE: FORM WC7002A 09 86 (BPP) 11 07 23 060 DB 6H4992 /EMC INSURANCE EMPLOYERS MUTUAL CASUALTY COMPANY POLICY NUMBER: 6H4-99-25 --- 24 ORIGIN DESIGN CO EFF DATE: 11/07/23 EXP DATE: 11/07/24 INTRASTATE ID: 154681654 EXTENSION OF INFORMATION PAGE WC000001A ITEM 4 - CLASSIFICATION OF OPERATIONS SCHEDULE ****************************************************************************** I 0 W A { 001 ) 137 MAIN ST DUBUQUE, IA, 52001-7677 NUMBER ❑F EMPLOYEES: MAXIMUM # OF EMPLOYEES EXPOSED AT ANY ONE TIME: 79 FULL TIME: 79 PART TIME: SIC: 8711 NAICS:541330 ------------------------------------------------------------------------------ CLASSIFICATION PHRASEOLOGY CODE ESTIMATED RATES ESTIMATED NO. ANNUAL PER $100 ANNUAL REMUNERATION.REMUNERATION PREMIUM ------------------------------------------------------------------------------ ARCHITECTURAL OR ENGINEERING .8601 31000,000. 0.35 .$ 10,500.00 FIRM - INCLUDING SALESPERSONS & DRIVERS SURVEYORS, TIMBER CRUISERS, .8602 600,000. 1.53 $ 9,180.00 ❑IL OR GAS GEOLOGISTS OR SCOUTS, & DRIVERS CLERICAL OFFICE EMPLOYEES NOC .8810 . 700,000. 0.19 .$ 1,330.00I COMPUTER SYSTEM DESIGNERS OR .8810 575,000. 0.19 $ 1,093.00 PROGRAMMERS - EXCLUSIVELY OFFICE SALESPERSONS OR COLLECTORS - .8742 200,000. 0.39 $ 780.00 ❑UTSIDE EMPLOYERS LIABILITY .9812 PREMIUM FOR INCR LIMITS PART TWO. $ 252.00 ------------------------------------------------------ SUBJECT PREMIUM .$ 23,135.00 MODIFIED PREMIUM - EXP. MOD. APPLIED (0.820) .$ 18,971.00 ------------------------------------------------------ SCHEDULE MODIFICATION CREDIT 9887 ,$-2,846.00 ------------------------------------------------------ STATE TOTAL ESTIMATED STANDARD PREMIUM .$ 16,125.00 CLASS CODE - 0063 ESTIMATED PREMIUM DISCOUNT $-632.00 BLANKET WAIVER ❑F OUR RIGHT TO RECOVER - CODE 9656 $ 500.00 Terrorism - Cade 9740 (RATE .010) $ 508.00 Catastrophe (Other Than Cert Acts) - Code 9741 (RATE .010) $ 508.00 M I N N E S 0 T A ISSUED FROM: DES MOINES, IA DATE OF ISSUE: 11/03/23 (BPP) FORM WC7003A 09 86 (BPP) STATE TOTAL PREMIUM .$ 17,009.00 - - - - - - - - - - - - - - - - - DB EXHIBIT H-DISPUTE RESOLUTION - "NOT USED" Exhibit H—Dispute Resolution. Exhibits to EJCDC° E-500, Agreement between Owner and Engineer for Professional Services. Copyright° 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT I —LIMITATIONS OF LIABILITY ARTICLE 1—LIMITATIONS OF LIABILITY Paragraph 6.10 of the Agreement is supplemented to include Exhibit I Paragraph(s) 1.01, Mutual Indemnification and 1.02, Limitation of Engineer's Liability: 1.01 Mutual Indemnification A. Indemnification by Owner: To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants, and Engineer's Subcontractors, 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 the 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 therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner's officers, directors, members, partners, agents, employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. 1.02 Limitation of Engineer's Liability A. Engineer's Liability Limited to Amount of Engineer's Compensation: To the fullest extent permitted by Laws and Regulations, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Engineer and Engineer's officers, directors, members, partners, agents, employees, Subconsultants, and Engineer's Subcontractors, to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever (including but not limited to direct, indirect, special, incidental, punitive, exemplary, or consequential damages) arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied of Engineer or Engineer's officers, directors, members, partners, agents, employees, Subconsultants, or Engineer's Subcontractors, will not exceed the total compensation received by Engineer under this Agreement. 1.03 Construction Contract Requirements A. The following Contractor Indemnification Requirements are included in the 2018 EJCDC C- 700 General Conditions. The Owner shall incorporate these into the Construction Contract General Conditions in the event that standard form of Agreement is not used. 5.06 Hazardous Environmental Conditions at Site I. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all Exhibit I —Limitation of Liability. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 4 court, arbitration, or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition, provided that such Hazardous Environmental Condition (1) was not shown or indicated in the Drawings, Specifications, or other Contract Documents, identified as Technical Data entitled to limited reliance pursuant to Paragraph 5.06.13, or identified in the Contract Documents to be included within the scope of the Work, and (2) was not created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.1 obligates Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. J. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, from and against 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 or arbitration or other dispute resolution costs) arising out of or relating to the failure to control, contain, or remove a Constituent of Concern brought to the Site by Contractor or by anyone for whom Contractor is responsible, or to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.J obligates Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. 7.08 Patent Fees and Royalties B. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, and its officers, directors, members, partners, employees, agents, consultants, and subcontractors, from and against 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 or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device specified in the Contract Documents, but not identified as being subject to payment of any license fee or royalty to others required by patent rights or copyrights. C. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them, from and against 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 or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 7.11 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations. Exhibit I —Limitation of Liability. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 4 B. If Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all resulting costs and losses, and shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, from and against 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 or arbitration or other dispute resolution costs) arising out of or relating to such Work or other action. It is not Contractor's responsibility to make certain that the Work described in the Contract Documents is in accordance with Laws and Regulations, but this does not relieve Contractor of its obligations under Paragraph 3.03. 7.18 Indemnification A. To the fullest extent permitted by Laws and Regulations, and in addition to any other obligations of Contractor under the Contract or otherwise, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them, from losses, damages, costs, and judgments (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) arising from third -party claims or actions relating to or resulting from the performance or furnishing of the Work, provided that any such claim, action, loss, cost, judgment or damage is attributable to bodily injury, sickness, disease, or death, or to damage to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable. B. In any and all claims against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 7.18.A will not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier, or other individual or entity under workers' compensation acts, disability benefit acts, or other employee benefit acts. 8.03 Legal Relationships C. If Contractor damages, delays, disrupts, or interferes with the work of any other contractor, or any utility owner performing other work at or adjacent to the Site, through Contractor's failure to take reasonable and customary measures to avoid such impacts, or if any claim arising out of Contractor's actions, inactions, or negligence in performance of the Work at or adjacent to the Site is made by any such other contractor or utility owner against Contractor, Owner, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties through negotiations with such other contractor or utility Exhibit I —Limitation of Liability. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 4 owner, or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law, and (2) indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claims, and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such damage, delay, disruption, or interference. Exhibit I —Limitation of Liability. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 4 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES COMPENSATION PACKET BC-1: BASIC SERVICES —LUMP SUM ARTICLE 1—COMPENSATION PACKET BC-1: BASIC SERVICES —LUMP SUM Article 2 of the Agreement is supplemented to include the following Exhibit J Paragraph 1.01: 1.01 Compensation for Basic Services (other than Resident Project Representative) —Lump Sum Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A (except for Resident Project Representative services, if any) as follows: 1. A Lump Sum amount of $202,100.00 based on the following estimated distribution of compensation: a. Study and Report Phase b. Preliminary Design Phase c. Final Design Phase d. Bidding and Negotiating Phase e. Construction Phase $71,260.00 $43,360.00 $44,060.00 $10,760.00 $32,660.00 2. Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but compensation will not exceed the total Lump Sum amount unless approved in writing by the Owner. 3. The Lump Sum includes compensation for Engineer's services and services of Engineer's Subcontractors and Subconsultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor costs, overhead, profit, and expenses (other than any expressly allowed Reimbursable Expenses). 4. In addition to the Lump Sum, Engineer is also entitled to reimbursement from Owner for the following Reimbursable Expenses: see Appendix 1 for rates or charges 5. The portion of the Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate of the percentage of the total services actually completed during the billing period. If any Reimbursable Expenses are expressly allowed, Engineer may also bill for any such Reimbursable Expenses incurred during the billing period. B. Period of Service: The compensation amount stipulated in Compensation Packet BC-1 is conditioned on a period of service not exceeding 18 months. If such period of service is extended, the compensation amount for Engineer's services will be appropriately adjusted. Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet BC-1: Basic Services —Lump Sum. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES COMPENSATION PACKET RPR-2: RESIDENT PROJECT REPRESENTATIVE —STANDARD HOURLY RATES ARTICLE 2—COMPENSATION PACKET RPR-2: RESIDENT PROJECT REPRESENTATIVE —STANDARD HOURLY RATES Article 2 of the Agreement is supplemented to include the following Exhibit J Paragraph 2.01: 2.01 Compensation for Resident Project Representative Services —Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Resident Project Representative Services as follows: 1. Resident Project Representative Services: For services of Engineer's Resident Project Representative (RPR), if any, under Exhibits A and D, an amount equal to the cumulative hours charged by each class of Engineer's personnel providing RPR services times Standard Hourly Rates for each applicable billing class, plus RPR-related Reimbursable Expenses and RPR-related Engineer's Subcontractors' and Subconsultants' charges, if any. Standard Hourly Rates are set forth in Appendix 2, Standard Hourly Rates Schedule. B. The total compensation under this paragraph is estimated to be $45,200 based upon full- time RPR services on an eight -hour workday, Monday through Friday, during active construction, which is anticipated for an equivalent duration of 40 working days during a 4- month construction period. C. Compensation for Reimbursable Expenses 1. For those Reimbursable Expenses that are directly related to the provision of RPR services and are not already accounted for in the compensation for Basic Services, Owner shall reimburse Engineer, using the rates set forth in Appendix 1, Reimbursable Expense Schedule, to this Exhibit J when applicable. 2. Such Reimbursable Expenses include, to the extent RPR-related, the expenses identified in Appendix 1 and the following: transportation (including mileage), lodging, and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representative; toll telephone calls, mobile phone charges, and courier charges; reproduction of reports, Drawings, Specifications, bidding -related or other procurement documents, Construction Contract Documents, and similar items. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. 3. The amounts payable to Engineer for Reimbursable Expenses, if any, will be those internal expenses related to RPR services that are actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to such services, the latter multiplied by a factor of 1.1. D. Other Provisions Concerning Payment 1. Whenever Engineer is entitled to compensation for the RPR-related charges of Engineer's Subcontractors and Subconsultants, that compensation will be the amounts Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet RPR-2: Resident Project Representative —Standard Hourly Rates. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 2 billed by Engineer's Subcontractors and Subconsultants to Engineer times a factor of 1.1. 2. Factors: The external Reimbursable Expenses and Engineer's Subcontractors' and Subconsultants' factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. 3. Estimated Compensation Amounts a. Engineer's estimate of the amounts that will become payable for specified services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to Engineer under the Agreement. b. When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will be exceeded, Engineer shall give Owner written notice thereof, allowing Owner to consider its options, including suspension or termination of Engineer's services for Owner's convenience. Upon notice Owner and Engineer will promptly review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services for Owner's convenience, agree to such compensation exceeding said estimated amount, or agree to a reduction in the remaining services to be rendered by Engineer, so that total compensation for such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend Engineer's services during negotiations and Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in the compensation due Engineer or a reduction in the remaining services, then Engineer shall be paid for all services rendered hereunder. 4. The Standard Hourly Rates and the Reimbursable Expenses Schedule will be adjusted annually (as of January 1st) to reflect equitable changes in the compensation payable to Engineer for RPR-related services and expenses. 5. To the extent necessary to verify Engineer's charges and upon Owner's timely request, Engineer shall make copies of such records available to Owner at cost. Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet RPR-2: Resident Project Representative —Standard Hourly Rates. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 2 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES COMPENSATION PACKET AS-1: ADDITIONAL SERVICES —STANDARD HOURLY RATES ARTICLE 3—COMPENSATION PACKET AS-1: ADDITIONAL SERVICES —STANDARD HOURLY RATES Article 2 of the Agreement is supplemented to include the following Exhibit J Paragraph 3.01: 3.01 Compensation for Additional Services —Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Additional Services, if any, as follows: 1. For services of Engineer's personnel engaged directly on the Project pursuant to Exhibit A Paragraph 2.01 or 2.02, except for services as a consultant or witness under Exhibit A Paragraph 2.02.A.28 (which if needed will be separately negotiated based on the nature of the required consultation or testimony), an amount equal to the cumulative hours charged by each class of Engineer's personnel providing such Additional Services times Standard Hourly Rates for each applicable billing class, plus Additional Services -related Reimbursable Expenses and Additional Services -related Engineer's Subcontractors' and Subconsultants' charges, if any. B. Compensation for Reimbursable Expenses 1. For those Reimbursable Expenses that are directly related to the provision of Additional Services, and are not already accounted for in the compensation for Basic Services or RPR-related services, Owner shall reimburse Engineer, using the rates set forth in Appendix 1 to this Exhibit J when applicable. 2. Such Reimbursable Expenses include, to the extent Additional Services -related, the expenses identified in Appendix 1 and the following categories: transportation (including mileage), lodging, and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls, mobile phone charges, and courier charges; reproduction of reports, Drawings, Specifications, bidding -related or other procurement documents, Construction Contract Documents, and similar items. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. 3. The amounts payable to Engineer for Reimbursable Expenses, if any, will be the Additional Services -related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to such Additional Services, the latter multiplied by a factor of 1.1. C. Other Provisions Concerning Payment for Additional Services 1. Whenever Engineer is entitled to compensation for the charges of Engineer's Subcontractors and Subconsultants, such compensation will be the amounts billed by Engineer's Subcontractors and Subconsultants to Engineer times a factor of 1.1. 2. Factors: The external Reimbursable Expenses and Engineer's Subcontractors' and Subconsultants' factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet AS-1: Additional Services —Standard Hourly Rates. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 2 3. The Standard Hourly Rates and the Reimbursable Expenses Schedule will be adjusted annually (as of January 1st) to reflect equitable changes in the compensation payable to Engineer for Additional Services -related services and expenses. 4. To the extent necessary to verify Engineer's charges and upon Owner's timely request, Engineer shall make copies of such records available to Owner at cost. Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Compensation Packet AS-1: Additional Services —Standard Hourly Rates. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright' 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 2 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES APPENDIX 1: REIMBURSABLE EXPENSES SCHEDULE Reimbursable Expenses are subject to review and adjustment per Exhibit J. Rates and charges for Reimbursable Expenses as of the date of the Agreement are: Specs/Reports (up to 25 Pages) $5.00 each Specs/Reports (Over 25 Pages) $10.00 each Copies (Black/White) $0.05 per page Copies (Color) $0.10 per page Plots (Up to 15 sheets) $10.00 each Plots (Over 15 sheets) $20.00 each Flash Drive $10.00 each Binder $5.00 each Comb Binding $1.00 each Cover Stock $0.20 per page GPS Equipment $15.00 per hour Robotic Survey Equipment $15.00 per hour Mailing/UPS At Cost Mileage - Reimbursement IRS Rate ($0.67 per mile) Mileage - Survey Vehicle $0.70 per mile Travel Expenses, Lodging & Meals At Cost Traffic Counting Equipment At Cost Trimble Scanner $30.00 per hour Boat $125.00 per day Gator $95.00 per day Architectural Scanner $50.00 per hour Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Appendix 1: Reimbursable Expenses Schedule. Exhibits to EJCDC® E-500, Agreement between Owner and Engineer for Professional Services. Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT J—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES APPENDIX 2: STANDARD HOURLY RATES SCHEDULE D. Standard Hourly Rates 1. Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit J and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non -project operating costs, and operating margin or profit. 2. The Standard Hourly Rates apply only as specified in Exhibit J. Schedule: Hourly rates for services performed on or after the date of the Agreement are: FS Tech $89.00 - $133.00 per hour Construction Specialist $180.00 - $210.00 per hour Survey Tech $91.00 - $129.00 per hour Survey Specialist $160.00 - $185.00 per hour Professional Land Surveyor $172.00 - $234.00 per hour Design Tech $99.00 - $149.00 per hour Technical Specialist $145.00 - $170.00 per hour Engineering Designer $138.00 - $227.00 per hour Professional Engineer $184.00 - $282.00 per hour Designer $127.00 - $145.00 per hour Licensed Architect $163.00 - $264.00 per hour Administrative Assistant $86.00 - $96.00 per hour Project Support Specialist $103.00 - $130.00 per hour BIM Specialist $155.00 - $180.00 per hour Exhibit J—Payments to Engineer for Services and Reimbursable Expenses. Appendix 2: Standard Hourly Rates Schedule. Exhibits to EJCDC° E-500, Agreement between Owner and Engineer for Professional Services. Copyright° 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT K—CITY OF DUBUQUE STANDARD TERMS AND CONDITIONS CITY OF DUBUQUE STANDARD TERMS AND CONDITIONS ACCELERATED PAY DISCOUNTS - Accelerated discounts should be so stated on the bid submittal page. If quick pay discounts are offered, the City reserves the right to include that discount as part of the award criteria. Prices musk however, be based upon payment in net thirty (30) days after receipt, inspection and acceptance. In all cases, quick pay discounts will be calculated from the date of the invoice or the date of acceptance, whichever is later. ADA COMPLIANCE 1. The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U-S-C- 12101 et seq-) and applicable Federal regulations under the Act- 2. Bids for design, construction, programs, policies and concessions of any type shall comply with the 2016 Standards for Accessible Design, the ADA title tl regulation, Section 504 of the 1973 Rehabilitation Act, and similar statutes and regulations prohibiting discrimination on the basis of disability. 3. The Contractor shall ensure that its websites and all online services, including those websites or online services provided by third parties upon which Dubuque relies to provide services or content, comply with, at minimum, Web Content Accessibility Guidelines - WCAG 2.0 AA - ASSIGNMENT - The City and the Contractor each are hereby bound and the partners, successors, executors, administrators and legal representatives of the City and the Contractor are hereby bound to the other party to the Contract 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 Of the Contract- Any assignment or attempt at assignment made without prior written consent of the City shall be void. BID CURRENCY. LANGUAGE - Al bid prices shall be shown in UB Dollars (S)- All prices must remain firm for the duration of the Contract regardless of the exchange rate- Al bid responses must be submitted in English. BID FORM - Each bidder must submit an original bid and additional copies as required on the forms attached. The bidder shall correctly sign the bid, and the bid may be rejected if it shows any omissions, alterations Of the farm, additions not called for in the bid, or any irregularities of any kind- In ease of a discrepancy between the unit price and the extended price, the unit price shall prevail - BID INFORMATION IS PUBLIC — The bid and all documents submitted with any bid shall became public documents subject to Iowa Cade Chapter 22, which is Otherwise known as the 'Iowa Open Records Lav'- By submitting the bid any document to the City of Dubuque in connection with a bid, the submitting party recognizes this and waives any claim against the City of Dubuque and any Of its officers and employees relating to the release Of any docurnerd Or information submitted- Each submitting party shall hold the City of Dubuque and its officers and employees harmless from any claims arising from the release of any docurnenk or information made available to the City of Dubuque arising from any Page 1 of 5 Exhibit K - City of Dubuque Standard Terms and Conditions This document is not a part of the Exhibits to EJCDC° E 500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by City of Dubuque. All rights reserved. Page 1 of 5 opportunity_ Bid information requested by the public or other bidders will be provided in an alternative format if the requester is a person with a disability and requires an alternative form for comprehension. BID REJECTION OR PARTIAL ACCEPTANCE - The City reserves the right to accept or reject arry or all bids or parts thereof. The City further reserves the right to waive technicalities and formalities in bids, as well as to accept in whole or i n partsuch bids where it is deemed advisable in protection of the best interests of the City. CONFLICT OF INTEREST - The Contractor represents, warrants, and covenants [hat no relationship exists or will exist during the Contract period between the Contractor and the City that is a conflict of interest. No employee, officer or agent of Uie Contractor shall parUcipate in the selection or in the award if a conflict of interest, real or apparent, exists. The provisions of Iowa Code ch. 68B shall apply to the Contract. If a conflict of interest is proven to the City, the City may terminate the Contract, and Contractor shall be liable far any excess costs to the City as a result of the conflict of interest- The Contractor shall establish safeguards to prevent employees, consultants, or members of governing bodies from using their positions for purposes that are, or give the appearance of being, motivated by the desire for private gain for themselves or others with whom they have family, business, or other ties. The Contractor shall report any potential, real, or apparent conflict of interest to the City. CONTRACT DOCUMENTS — The Contract documents are this Contract, the Request for Bids, the Contractor's Bids, and the following additional documents, if any: In the event of a dispute with respect to any term or condition in the Contract Documents, they shall be interpreted in the following order this Contract, the Request for Bids, the Contractor's Bids, and the following additional documents, if any: DISPUTES - Should any disputes arise with respect to the Contract, the Parties agree to act immediately to resolve such disputes_ Time is of the essence in the resolution of disputes. The Contractor agrees that, the existence of a dispute notwithstanding, it will continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute and the City shall continue to make payment for all Work properly performed. Should the Contractor fail to continue to perform its responsibilities regarding all non -disputed work, without delay, any additional costs incurred by the City or the Contractor as a result of such failure to proceed shall be borne by the Contractor. The unintentional delayed payment by the City to the Contractor of one or more invoices not in dispute in accordance with the terms of the Contract will not be cause for Contractor to stop or delay Work. FORCE MAJEURE - Force majeure shall be any of the following events: acts of God or the public enemy, compliance with any order, rule, regulation, decree, or request of any governmental authority or agency or person purporting to act therefore; acts of war, public disorder, rebellion, terrorism, or sabotage; floods, hurricanes, or other storms, strikes or labor disputes; or any other cause, whether or not of the class or kind specifically named or referred to herein, not within the reasonable control of the party affected- A delay in or failure of performance of either party shall not constitute a default hereunder nor be the basis for, or give rise to, any claim for damages, if and to the extent such delay or failure is caused by force majeure_ The party who is prevented from performing by force majeure shall be obligated, within a period not to exceed fourteen (14) days after the occurrence or detection of any such event, to give notice to the other party setting forth in reasonable Page 2 of 5 Exhibit K - City of Dubuque Standard Terms and Conditions This document is not a part of the Exhibits to EJCDC° E 500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by City of Dubuque. All rights reserved. Page 2 of 5 detail the nature thereof and the anticipated extent of the delay, and shall remedy such cause as soon as reasonably possible, as mutually agreed between the parties - IN D E M NI FICATIO N - To the fullest extent pemyitted by law, the Contractor shall indemnify and hold harmless the City, its officers and employees, from and against all claims, damages, losses and expenses, including but not limited to attomeys' fees, arising auk of or resulting from performance of the Contract, provided that such claim, damages, loss or expense is attributable to bodily injury, sickness, disease or death, or injury to or destruction of property, including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, or anyone directly or indirectly employed by the Contractor or anyone for whose acts the Contractor may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder_ LAWS AND REGULATIONS - The Contract shall be governed, interpreted and enforced in accordance witlhall applicable federal, State of Iowa, and local laws, ordinances, licenses and regulations and shall apply to the Contract throughout, as the case may be_ The Contractor certifies that in performing the Contract it will comply with all applicable provisions ofthe federal, state, and local laws, ordinances, licenses and regulations. Venue for any action arising out of this Contract shall be the Iowa District Court for Dubuque County, Iowa. METHOD OF AWARDING -The City reserves the right to make awards based on the entire bid or on an item by item basis- However, if Contractors bid is based on an "all or none' condition, the City may consider its bid non -responsive and rejectthe entire bid. NO GIFT STANDARD -The City of Dubuque is committed to upholding the highest ethical standards in all of its business practices. This standard recognizes the need to avoid even the perception of improper gifts or favors to employees_ Therefore, all suppliers have been asked to abide by the City's `No Gift standard_ The 'No Gift" standard also applies to all offers of discounts or free items at any place of business targeted toward a City employee and not available to the general public, regardless ofthe value - NON -COLLUSION STATEMENT - Neither the Contractor, nor anyone in the employment of the Contractor, has employed any person to solicit or procure the Contract nor will the Contractor make any payment or agreement for payment of any compensation in connection with the Contract. There is no contract, agreement or arrangement, either oral or written, expressed or implied, contemplating any division of compensation for Work rendered under the Contract or participation therein, directly or indirectly, by any other person, firm or corporation, except as documented in the Contract- Neither the Contractor, nor anyone in the employment of the Contractor, has either directly or indirectly entered into any agreement, participated in any collusion or otherwise taken any action in restraint of free competitive procurement in connection with the Contract_ NON-DISCRI.MIRATVON AND EQUAL OPPORTUNITY - All Contractors that engage in contracts with the City of Dubuque, Iowa agree as follows: The Contractor will not discriminate against any employee or applicant foremployment because of race, sex, color, creed, ancestry, national origin, marital status, Familial status, religion, age, disability, sexual orientation, gender identity, genetic information, status with regard to public assistance, status as a veteran or any classification protected by federal, state, or local law, (Protected Classes) except where age and sex are essential bona fide occupational requirements, orwhere disability is a bona fide occupational disqualification. Such action Page 3 of 5 Exhibit K - City of Dubuque Standard Terms and Conditions This document is not a part of the Exhibits to EJCDC° E 500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by City of Dubuque. All rights reserved. Page 3 of 5 shall include, but not be limited to the following; (a) Employment, (b) Upgrading, (c) Demotion or transfer, (d) Recruitment and advertising, (e) Layoff or termination, (f) Rate of pay or other forms of compensation, and (g) Selection for training, including apprenticeship_ The Contractor further assures that managers and employees comply with bath the spirit and intent of federal, state, and local legislation, government regulation, and executive orders in providing affirmative action as well as equal opportunity without regard to the protected classes, as stated above_ The Contractor wtll include, or incorporate by reference, the provisions of the nondiscrimination clause in every oontract or subcontract unless exempt by the rules, regulations or orders of the City and will provide in every contract or subcontract that said provision will be binding upon each Contractor - REGULATORY AGENCY COMPLIANCE-Compliancewith laws and regulations setforth by regulatory agencies is required_ Theseagencies include, but are no[timitedto, OSHA— Occupakional Safety & Health Agency, EPA — Environmental Protection Agency, ICC — Interstate Commerce Commission, DNR — Department of Natural Resources, and DOT — Department of Transportation_ The City of Dubuque expects that Contractors will offer expertise on conformance of regulations applying to the products they Sell and the WOFk they perform_ RIGHT TO PROTEST - Anyone wishing to file a protest oonceming (1) the specifications, (2) the bid procedure or (3) the award of the Contract must do so in writing in accordance with the City's Protest by bidders which is found in the CtVs purchasing policy SAFETY DATA SHEETS - The Hazard Communication Standard (HC ) requires chemical manufacturers, distributors, and imparters to ensure that each container of hazardous chemicals leaving the workplaoe is labeled, tagged, or marked and to provide Safety Data Sheets (SOS) to communicate the hazards of hazardous chemical products_ It is the cherni cal supplier's responsibility to determine which products are oavered and to provide SIDS with the initial shipment- It is also the chemical suppliers responsibility to provide any updated or revised SIDS, as they beoorne available for any products sold and delivered to the City of Dubuque. City of Dubuque employees shall not accept a shipment of any chemical that does not have a SIDS attached or currently on file_ Safety Dab Sheets shall be available in alternative formats if the requester is a person with a disability and requires an altemative format for comprehension_ SUBCONTRACTING - All Subcontractors shall be listed in the Contract or in a written amendment to the Contract_ SUSPENSIONS AND DEBARMENT - The Contractor hereby certifies, pursuant to 2 CFR pt- 180 and 2 CFR pt. 3000, that neither ft nor tts principles are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Contract by any federal agency_ The Contractor fu rther certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contracts with the City of Dubuque orthe State of Iowa. TAXES - The City of Dubuque is exempt from sales tax and certain other use taxes- Any charges for taxes from which the City is exempt will be deducted from invoices before payment is made - TERMINATION OF CONTRACT - The City may terminate the Contract at any time for any reason with or without cause_ In that event, all finished or unfinished Work, reports, Page 4 of 5 Exhibit K - City of Dubuque Standard Terms and Conditions This document is not a part of the Exhibits to EJCDC° E 500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by City of Dubuque. All rights reserved. Page 4 of 5 materials(s) prepared or furnished by the Contractor under the Contract shall, at the option of the City, become its property_ If the Contract is terminated by the City as provided herein, the Contractor shall be paid for alI Work which has been authorized, provided, and approved up to the effective date of termination. The City will not be subject to any termination fees from the Contractor - WARRANTIES -WORK - The Contractor shall perform Work for the City pertaining to the Project as set forth in the Contract - Contractor represents that the Work and all of its components shall be free of defects, shall be performed in a manner consistent with other Contractors in a similar industry and application; and shall conform to the requirements of the Contract_ Contractor shall be responsible for the quality, technical accuracy, completeness and coordination of all Work performed under the Contract- Contractor shall, promptly and without charge, provide all corrective Work necessary as a result of Contractor's acts, errors, or omissions with respect to the quality and accuracy of the Work. Contractor shall be responsible for any and all damages to property or persons as a result of Contractor's acts, errors, or omissions, and for any losses or coats to repair or remedy any Work undertaken by City based upon the Work as a result of any such acts, errors, or omissions_ Contractor's obligations shall exist without regard to, and shall not be oonstrued to be waived by, the availability or unavailability of any insurance, either of City or Contractor. WARRANTIES - INTELLECTUAL PROPERTY - Contractor represents and warrants that all the materials and Work produced, or provided to the City pursuant to the terms of the Contract shall be wholly original with the Contractor or that the Contractor has secured all applicable interests, rights, licenses, permits or other intellectual property rights in such materials and work. The Contractor represents and warrants that the materials and Work, and the Citys use of same, and the exercise by the City of the rights granted by the Contract shall not infringe upon any other work or violate the rights of publicity or privacy of, or constitute a libel or slander against, any person, firm, or corporation. The Contractor further represents and warrants that the materials and Works does not infringe upon the copyright, trademark, trade name, trade dress patent, statutory, common law or any other rights of any person, firm or corporation or other entity_ The Contractor represents and warrants that it is the owner of or otherwise has the right to use and distribute the Work contemplated by the Contract_ Page 5 of 5 Exhibit K - City of Dubuque Standard Terms and Conditions This document is not a part of the Exhibits to EJCDC° E 500, Agreement between Owner and Engineer for Professional Services. Scope and descriptions are created and owned by City of Dubuque. All rights reserved. Page 5 of 5