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Consultant Agreement between Lewis County and Murraysmith Inc. for Construction Services BEFORE THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON IN THE MATTER OF: } Approving the County Engineer to sign a } Resolution No. 18- A- Consultant Agreement between Lewis County } and Murraysmith Inc., for Construction Services } WHEREAS, The Vader-Enchanted Valley Water System has received grant and loan funding from the State of Washington Department of Commerce and the United States Department of Agriculture — Rural Development (USDA— RD) to design and construct a new potable water reservoir to serve the communities of Vader and Enchanted Valley; and WHEREAS, as required by USDA— RD, the consulting engineer is to provide inspection services; and WHEREAS, the Water System and the Public Works County Engineer has reviewed the scope and fee associated with the Agreement and found it to be acceptable; and WHEREAS, the Water System has received the required concurrence from USDA — RD that the agreement is acceptable. NOW, THEREFORE BE IT RESOLVED that the BOCC has determined that proceeding with Construction Services performed by Murraysmith Inc., is in the best public interest and hereby approves the County Engineer to sign Consultant Agreement between Lewis County and Murraysmith Inc., for Construction Services on the Vader— Enchanted Valley Water Reservoir construction project. PASSED IN REGULAR SESSION this 23rd day of July, 2018. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan L. Me, -rr ''.secuting Attorney LEWIS COUNTY, WASHINGTON li Lei �� . 1 By: Dep ' Prosecuting Attorney Edna J. und, Cha / ATTEST: -obert C. Jackson, Vice Chair Rieva Lester, Clerk of the Lewis County Gary Stamper, Member Board of County Commissioners Page 1 of 1 This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Laws and Regulations. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared by EJCI ) CE ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE Issued and Published Jointly by ACEC AMERICAN COUNCIL OE ENGINEERING COMPANIES AscE AMERICAN SOCIETY or CIA ENGINEER -- National Society of Professional Engineers® EJCDC°E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. This Agreement has been prepared for use with EJCDC® C-700, Standard General Conditions of the Construction Contract, 2013 Edition. Their provisions are interrelated, and a change in one may necessitate a change in the other. For guidance on the completion and use of this Agreement, see EJCDC® E-001, Commentary on the EJCDC Engineering Services Agreements, 2013 Edition. Copyright © 2014: National Society of Professional Engineers 1420 King Street,Alexandria, VA 22314-2794 (703) 684-2882 www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202)347-7474 www.acec.org American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.org The copyright for this EJCDC document is owned jointly by the three sponsoring organizations listed above. The National Society of Professional Engineers is the Copyright Administrator for the EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE. NOTE: EJCDC publications may be purchased at www.ejcdc.org, or from any of the sponsoring organizations above. TABLE OF CONTENTS Page ARTICLE 1—SERVICES OF ENGINEER 1 1.01 Scope 1 ARTICLE 2—OWNER'S RESPONSIBILITIES 1 2.01 General 1 ARTICLE 3—SCHEDULE FOR RENDERING SERVICES 2 3.01 Commencement 2 3.02 Time for Completion 2 ARTICLE 4—INVOICES AND PAYMENTS 2 4.01 Invoices 2 4.02 Payments 2 ARTICLE 5—OPINIONS OF COST 3 5.01 Opinions of Probable Construction Cost 3 5.02 Designing to Construction Cost Limit 3 5.03 Opinions of Total Project Costs 3 ARTICLE 6—GENERAL CONSIDERATIONS 4 6.01 Standards of Performance 4 6.02 Design Without Construction Phase Services 5 6.03 Use of Documents 6 6.04 Electronic Transmittals 6 6.05 Insurance 7 6.06 Suspension and Termination 8 6.07 Controlling Law 9 6.08 Successors,Assigns,and Beneficiaries 9 6.09 Dispute Resolution 10 6.10 Environmental Condition of Site 10 6.11 Indemnification and Mutual Waiver 11 6.12 Records Retention 12 6.13 Miscellaneous Provisions 12 ARTICLE 7—DEFINITIONS 12 7.01 Defined Terms 12 ARTICLE 8—EXHIBITS AND SPECIAL PROVISIONS 17 8.01 Exhibits Included: 17 8.02 Total Agreement: 17 8.03 Designated Representatives: 17 8.04 Engineer's Certifications: 18 EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of ("Effective Date")between Lewis County ("Owner")and Murraysmith, Inc. ("Engineer"). Owner's Project,of which Engineer's services under this Agreement are a part, is generally identified as follows: Vader—Enchanted Valley Reservoir("Project"). Other terms used in this Agreement are defined in Article 7. Engineer's services under this Agreement are generally identified as follows: Construction Phase Services for upgrades to the Vader Water System. 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. ARTICLE 2— OWNER'S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein and in Exhibit B. B. Owner shall pay Engineer as set forth in Article 4 and Exhibit C. C. 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. D, 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; EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 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. ARTICLE 3— SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date. 3.02 Time for Completion A. Engineer shall complete its obligations within a reasonable time. Specific periods of time for rendering services, or specific dates by which services are to be completed, are provided in Exhibit A,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,shall 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,shall be adjusted equitably. D. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer's performance of its services. E. If Engineer fails, through its own fault, to complete the performance required in 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, if any, resulting from such failure. ARTICLE 4— INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit C. Invoices must include a breakdown of services provided. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B. Failure to Pay: If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice,then: EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 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 seven days written notice to Owner,suspend services under this Agreement until Owner has paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices: If Owner 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. D. Sales or Use Taxes: If after the Effective Date any governmental entity takes a legislative action that imposes additional sales or use taxes on Engineer's services or compensation under this Agreement, then Engineer may invoice such additional sales or use taxes for reimbursement by Owner. Owner shall reimburse Engineer for the cost of such invoiced additional sales or use taxes; such reimbursement shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. ARTICLE 5— OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Engineer's opinions (if any)of probable Construction Cost are to be made on the basis of Engineer's experience, qualifications, and general familiarity with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that 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 Designing to Construction Cost Limit A. If a Construction Cost limit is established between Owner and Engineer, such Construction Cost limit and a statement of Engineer's rights and responsibilities with respect thereto will be specifically set forth in Exhibit F to this Agreement. 5.03 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs shall 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. EJCDC.E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 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. Consultants: Engineer may retain such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.O1.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers,suppliers,and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures: 1. Engineer and Owner shall comply with applicable Laws and Regulations. 2. Engineer shall comply with any and all 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; c. changes after the Effective Date to Owner-provided written policies or procedures. F. Engineer shall not be required to sign any document, no matter by whom requested, that would result in the Engineer having to certify, guarantee, or warrant the existence of conditions whose existence the Engineer cannot ascertain. Owner agrees not to make EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 resolution of any dispute with the Engineer or payment of any amount due to the Engineer in any way contingent upon the Engineer signing any such document. G. The general conditions for any construction contract documents prepared hereunder are to be EJCDC® C-700 "Standard General Conditions of the Construction Contract" (2013 Edition), prepared by the Engineers Joint Contract Documents Committee, unless expressly indicated otherwise in Exhibit J or elsewhere in this Agreement. H. Engineer shall not at any time supervise, direct, control, or have authority over any Constructor's work, nor shall 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. I. 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. J. 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 or its Consultants. K. 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. L. Engineer's services do not include providing legal advice or representation. M. 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. N. While at the Site, Engineer, its Consultants, and their employees and representatives shall comply with the applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 Design Without Construction Phase Services A. Engineer shall be responsible only for those Construction Phase services expressly required of Engineer in Exhibit A, Paragraph A1.05. With the exception of such expressly required services, Engineer shall have no design, Shop Drawing review, or other obligations during construction, and Owner assumes all responsibility for the application and interpretation of the Construction Contract Documents, review and response to EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 Contractor claims,Construction Contract administration, processing of Change Orders and submittals, revisions to the Construction Contract Documents during construction, construction observation and review, review of Contractor's payment applications,and all other necessary Construction Phase administrative, engineering,and professional services. Owner waives all claims against the Engineer 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. 6.03 Use of Documents A. All Documents are instruments of service, and Engineer shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Engineer)whether or not the Project is completed. B. If Engineer is required to prepare or furnish Drawings or Specifications under this Agreement, Engineer shall deliver to Owner at least one original printed record version of such Drawings and Specifications, signed and sealed according to applicable Laws and Regulations. C. Owner may make and retain copies of Documents for information and reference in connection with the use of the Documents on the Project. Engineer grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Engineer of full payment due and owing for all services relating to preparation of the Documents, and subject to the following limitations: (1)Owner acknowledges that such 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; (2)any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants; (3)Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants 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; and (4)such limited license to Owner shall not create any rights in third parties. D. 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. 6.04 Electronic Transmittals A. Owner and Engineer may transmit, and shall 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 a mutually agreeable protocol. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright®2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 B. If this Agreement does not establish protocols for electronic or digital transmittals, then Owner and Engineer shalt may jointly develop such protocols. C. When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items 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 items,or from those established in applicable transmittal protocols. 6.05 Insurance A. Engineer shall procure and maintain insurance as set forth in Exhibit G. Engineer shall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Engineer. B. Owner shall procure and maintain insurance as set forth in Exhibit G. Owner shall cause Engineer and its Consultants to be listed as additional insureds on any general liability policies carried by Owner,which are applicable to the Project. C. 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 and its Consultants to be listed as additional insureds with respect to such liability insurance purchased and maintained by Contractor for the Project. D. Owner and Engineer shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Engineer's services and at renewals thereafter during the life of the Agreement. E. All policies of property insurance relating to the Project, including but not limited to any builder's risk policy, shall allow for waiver of subrogation rights and contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insured thereunder or against Engineer or its Consultants. Owner and Engineer waive all rights against each other, Contractor, the Consultants, 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 builder's risk 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. F. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, 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 receiving party shall promptly forward a copy of the notice to the other party to this Agreement. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 G. At any time,Owner may request that Engineer or its Consultants,at Owner's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner,and Exhibit G will be supplemented to incorporate these requirements. 6.06 Suspension and Termination A. Suspension: 1. By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. 2. By Engineer: Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement if Owner has failed to pay Engineer for invoiced services and expenses, as set forth in Paragraph 4.02.B, or in response to the presence of Constituents of Concern at the Site,as set forth in Paragraph 6.10.D. B. Termination: The obligation to provide further services under this Agreement may be terminated: 1. For cause, a. by either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b. by Engineer: 1) upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional;or 2) upon seven days written notice if the Engineer's services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer's control,or as the result of the presence at the Site of undisclosed Constituents of Concern, as set forth in Paragraph 6.10.D. 3) Engineer shall have no liability to Owner on account of such termination. c. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.06.B.1.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, by Owner effective upon Engineer's receipt of notice from Owner. C. Effective Date of Termination: The terminating party under Paragraph 6.06.B 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. D. Payments Upon Termination: 1. In the event of any termination under Paragraph 6.06, 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 shall have the limited right to the use of Documents, at Owner's sole risk,subject to the provisions of Paragraph 6.03. 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.06.D,1, 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 contracts with Engineer's Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.07 Controlling Law A. This Agreement is to be governed by the Laws and Regulations of the state in which the Project is located. 6.08 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 6.08.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, 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. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Constructor, other third-party individual or entity,or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 3. Owner agrees that the substance of the provisions of this Paragraph 6.08.0 shall appear in the Construction Contract Documents. 6.09 Dispute Resolution A. Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement,or exercising their rights at law. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.09.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights at law. 6.10 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. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site,then Engineer shall notify (1)Owner and (2)appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. C. It is acknowledged by both parties that Engineer's scope of services does not include any services related to unknown or undisclosed Constituents of Concern. If Engineer or any other party encounters, uncovers, or reveals an undisclosed Constituent of Concern, then Owner shall promptly determine whether to retain a qualified expert to evaluate such condition or take any necessary corrective action. D. If investigative or remedial action, or other professional services, are necessary with respect to undisclosed Constituents of Concern, or if investigative or remedial action beyond that reasonably contemplated is needed to address a disclosed or known Constituent of Concern, then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until such portion of the Project is no longer affected. E. if the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer's services under this Agreement, then the Engineer shall have EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 the option of(1) accepting an equitable adjustment in its compensation or in the time of completion,or both;or(2)terminating this Agreement for cause on seven days notice. F. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an "owner," "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's activities under this Agreement. 6.11 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, consultants, 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, or Consultants. 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."[EXHIBIT I NOT INCLUDED] B. Indemnification by Owner: Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners,agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit I, "Limitations of Liability."[EXHIBIT I NOT INCLUDED] C. Environmental Indemnification: 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 Consultants from all claims, costs, losses, damages, actions, and judgments (including reasonable consultants' and attorneys 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 shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. 0. No Defense Obligation: The indemnification commitments in this Agreement do not include a defense obligation by the indemnitor unless such obligation is expressly stated. E. 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, EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. F. Mutual Waiver: To the fullest extent permitted by Laws and Regulations, Owner and Engineer waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants,any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to this Agreement or the Project,from any cause or causes. 6.12 Records Retention A. Engineer shall maintain on file in legible form, for a period of five years following completion or termination of its services, 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. 6.13 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver: A party's non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by Laws and Regulations, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. 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: EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 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 Part 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 Part 1 of Exhibit A of this Agreement. 6. 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. 7. 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. 8. Constituent of Concern—Asbestos, petroleum, radioactive material, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); (b)the Hazardous Materials Transportation Act,49 U.S.C. §§5501 et seq.; (c) the Resource Conservation and Recovery Act,42 U.S.C. §§6901 et seq. ("RCRA"); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, State, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing Lability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 9. Construction Contract—The entire and integrated written contract between the Owner and Contractor concerning the Work. E1CDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 10. Construction Contract Documents—Those items designated as "Contract Documents" in the Construction Contract, and which together comprise the Construction Contract. 11. Construction Contract Price—The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Construction Contract Documents. 12. Construction Contract Times—The number of days or the dates by which Contractor shall: (a) achieve milestones, if any, in the Construction Contract; (b)achieve Substantial Completion;and(c)complete the Work. 13. 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. 14. Constructor—Any person or entity (not including the Engineer, its employees, agents, representatives, and Consultants), 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, testing firms, shippers, and truckers, and the employees,agents,and representatives of any or all of them. 15. Consultants—Individuals or entities having a contract with Engineer to furnish services with respect to this Project as Engineer's independent professional associates and consultants;subcontractors; or vendors. 16. Contractor—The entity or individual with which Owner enters into a Construction Contract. 17. Documents—Data, reports, Drawings, Specifications, Record Drawings, building information models, civil integrated management models, and other deliverables, whether in printed or electronic format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. 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. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©201.4 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 20. Engineer—The individual or entity named as such in this Agreement. 21. 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. 22. 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. 23. 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. 24. 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. 25. Record Drawings—Drawings depicting the completed Project, or a specific portion of the completed Project, prepared by Engineer as an Additional Service 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. 26. Reimbursable Expenses—The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic Services and Additional Services for the Project. 27. 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 or "RPR" includes any assistants or field staff of Resident Project Representative. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. 28. 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. 29. 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. 30. 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 EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 rights-of-way and easements, and such other lands furnished by Owner which are designated for the use of Contractor. 31. 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. 32. 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. 33. Substantial Completion—The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Construction Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 34. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor. 35. Total Project Costs—The total cost of planning, studying, designing, constructing, testing, commissioning, and start-up of the Project, including Construction Cost and all other Project labor, services, materials, equipment, insurance, and bonding costs, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project-related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights-of-way, compensation for damages to properties, Owner's costs for legal, accounting, insurance counseling, and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner. 36. 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. 37. 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. EJCDC"E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 38. Agency—The Rural Utilities Service or any designated representative of Rural Utilities Service, including Department of Commerce and USDA, Rural Development. B. Day: 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 included: A. Exhibit A, Engineer's Services. B. Exhibit B, Owner's Responsibilities. C. Exhibit C, Payments to Engineer for Services and Reimbursable Expenses. D. Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative. E. Exhibit E, Notice of Acceptability of Work. F. Exhibit F, Construction Cost Limit.—NOT USED G. Exhibit G, Insurance. H. Exhibit H, Dispute Resolution. I. Exhibit I, Limitations of Liability.—NOT USED 1. Exhibit J,Special Provisions.—NOT USED K. Exhibit K,Amendment to Owner-Engineer Agreement. 8.02 Total Agreement A. This Agreement, (together with the exhibits included above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a written instrument duly executed by both parties. Amendments should be based whenever possible on the format of Exhibit K to this Agreement. 8.03 Designated Representatives A. With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer's and Owner's representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such an individual shall have authority to transmit instructions, receive EJCDC' E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 information, and render decisions relative to this Agreement on behalf of the respective party whom 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 any thing 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 Federal Requirements A. Agency Concurrence. Signature of a duly authorized representative of the Agency in the space provided on the signature page of EJCDC form E-500 hereof does not constitute a commitment to provide financial assistance or payments hereunder but does signify that this Agreement conforms to Agency's applicable requirements. This Agreement shall not be effective unless the Funding Agency's designated representative concurs. No amendment to this Agreement shall be effective unless the Funding Agency's designated representative concurs. B. Audit and Access to Records. Owner, Agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the Engineer which are pertinent to the Agreement, for the purpose of making audits, examinations, excerpts, and transcriptions. Engineer shall maintain all required records for three years after final payment is made and all other pending matters are closed. C. Restrictions on Lobbying. Engineer and each Consultant shall comply with "Restrictions on Lobbying" if they are recipients of engineering services contracts and subcontracts that exceed $100,000 at any tier. If applicable, Engineer must complete a certification form on lobbying activities related to a specific Federal loan or grant that is a funding source for this Agreement. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant,or any other applicable award. Each tier shall disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Certifications and disclosures are forwarded from tier to tier up to the Owner. Necessary certification and disclosure forms shall be provided by Owner. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 D. Suspension and Debarment. Engineer certifies, by signing this Agreement,that neither it nor its principals are presently debarred, suspended, proposed for debarment,declared ineligible or voluntarily excluded from participation in this transaction by any Federal department or agency. Engineer will not contract with any Consultant for this project if it or its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Necessary certification forms shall be provided by the Owner. The Engineer will complete and submit a form AD-1048, "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — lower tier transactions," to the Owner who will forward it the USDA, Rural Development processing office. E1CDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 IN WITNESS WHEREOF,the parties hereto have executed this Agreement,the Effective Date of which is indicated on page 1. Owner: Lewis County Public Works Engineer: Murraysmith, Inc. By: [ ] By: [ Print name: [ J Print name: [ Title: [ ] Title: [ Date Signed: [ ] Date Signed: [ Engineer License or Firm's Certificate No. (if required): [ ] State of: Washington Address for Owner's receipt of notices: Address for Engineer's receipt of notices: 2025 NE Kresky Avenue 400 East Mill Plain Blvd,Suite 203 Chehalis,Washington 98532 Vancouver,WA 98660 Designated Representative(Paragraph 8.03.A): Designated Representative(Paragraph 8.03.A): Betsy Dillin, PE Kyle Thompson, PE Title: Senior Utilities Engineer Title: Civil Engineer Phone Number: 360-740-1138 Phone Number: 360-448-4230 E-Mail Address: betsy.dillin @lewiscountywa.gov E-Mail Address: kyle.thompson @murraysmith.us E1CDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 This is EXHIBIT A, consisting of [ ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ]. Engineer's Services Article 1 of the Agreement is supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Services as set forth below. PART 1—BASIC SERVICES A1.01 Study and Report Phase A. NOT USED A1.02 Preliminary Design Phase A. NOT USED A1.03 Final Design Phase A. NOT USED A1.04 Bidding or Negotiating Phase A. NOT USED A1.05 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: 1. General Administration of Construction Contract: Consult with Owner and act as Owner's representative as provided in the Construction Contract. 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 (2013 Edition), prepared by the Engineers Joint Contract Documents Committee, or other construction general conditions specified in this Agreement. 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, then Owner shall compensate Engineer for any related increases in the cost to provide Construction Phase services. Engineer shall not be required to furnish or perform services contrary to Engineer's responsibilities as a licensed professional. All of Owner's instructions to Contractor will be issued through Engineer, which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing. 2. Resident Project Representative (RPR): Provide the services of an RPR at the Site to assist the Engineer and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in Exhibit D. The furnishing of Exhibit A—Engineer's Services EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 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 the services identified in Exhibit B, Paragraph B2.01. 4. Pre-Construction Conference: Participate in and chair a pre-construction conference prior to commencement of Work at the Site. 5. Electronic Transmittal Protocols: If the Construction Contract Documents do not specify protocols for the transmittal of 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,then together with Owner and Contractor jointly develop such protocols for transmittals between and among Owner, Contractor, and Engineer during the Construction Phase and Post-Construction Phase. 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 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. 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. 9. 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 construction, 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, and the Resident Project Representative, 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 the Resident Project Representative, 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. Exhibit A—Engineer's Services EJCDC' E-500,Agreement Between Owner and Engineer for Professional Services. Copyright O 2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 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 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 shall not, during such visits or as a result of such observations of the Work, supervise, direct, or have control over the Work, nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected 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. c. The visits described in Article A1.05.A.9.a shall be approximately biweekly over a period of three months. The Engineer shall document all visits to the project site with copies furnished to the Owner and Agency. 10. Defective Work: Reject Work if, on the basis of Engineer's observations, Engineer believes that such Work is defective under the terms and standards set forth in the Construction Contract Documents. Provide recommendations to Owner regarding whether Contractor should correct such Work or remove and replace such Work, or whether Owner should consider accepting such Work as provided in the Construction Contract Documents. 11. 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. 12. 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. 13. 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(1)the performance or acceptability of the Work under the Construction Contract Documents, (2)the design (as set forth in the Drawings, Exhibit A—Engineer's Services EJCOC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. AU rights reserved. Page 3 Specifications,or otherwise),or(3)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. 14. Field Orders: Subject to any limitations in the Construction Contract Documents, Engineer may prepare and issue Field Orders requiring minor changes in the Work. 15. 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. 16. 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. 17. Shop Drawings, Samples, and Other Submittals: Review and approve or take other appropriate action with respect to Shop Drawings, Samples, and other required Contractor submittals, but only for conformance with the information given in the Construction Contract Documents and 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. 18. Substitutes and "Or-equal": Evaluate and determine the acceptability of substitute or "or-equal" materials and equipment proposed by Contractor, but subject to the provisions of Paragraph A2.02.A.2 of this Exhibit A. Review of substitutes and `or equals"shall be in accordance with the General Conditions of the Construction Contract and applicable Agency regulations. 19. 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 that 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. As deemed reasonably necessary, request that Contractor uncover Work that is to be inspected,tested,or approved. c. Pursuant to the terms of the Construction Contract, require special inspections or testing of the Work,whether or not the Work is fabricated,installed,or completed. Exhibit A—Engineer's Services EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 20. 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 shall 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. 21. 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, to the best 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. Exhibit A—Engineer's Services EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 22. Contractor's Completion Documents: Receive from Contractor, review, and transmit to Owner maintenance and operating instructions, schedules, guarantees, bonds, 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 Paragraph A1.05.A.17. 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 check that Contractor has submitted all pages. Receive from Contractor and review the annotated record documents which are to be assembled by Contractor in accordance with the Construction Contract Documents to obtain final payment. The Engineer shall prepare Record Drawings,and furnish such Record Drawings to Owner. 23. Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Owner and Contractor, visit the Site 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. 24. Other Tasks: Perform or provide the following other Construction Phase tasks or deliverables: a. Prepare and submit an Operations and Maintenance Manual to Washington Department of Health (DOH). Revise and resubmit manual following receipt of DOH review comments. b. Provide the services of a programmer to integrate the proposed pumping and monitoring equipment with the existing control equipment. 25. Final Notice of Acceptability of the Work: Conduct a final visit to the Project to determine if the Work is complete and acceptable so that Engineer may recommend, in writing,final payment to Contractor. Accompanying the recommendation for final payment, Engineer shall also provide a notice to Owner and Contractor in the form attached hereto as Exhibit E ("Notice of Acceptability of Work") that the Work is acceptable (subject to the provisions of the Notice and Paragraph A1.05.A.21.b) to the best of Engineer's knowledge, information, and belief, and based on the extent of the services provided by Engineer under this Agreement. 26. 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. Exhibit A—Engineer's Services EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 B. 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 Contractors. If the Project involves more than one prime contract as indicated in Paragraph A1.03.D, 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. A1.06 Post-Construction Phase A. Upon written authorization from Owner during the Post-Construction Phase, Engineer shall: 1. Together with Owner, visit the Project to observe any apparent defects in the Work, make recommendations as to replacement or correction of defective Work, if any,or the need to repair of any damage to the Site or adjacent areas, and assist Owner in consultations and discussions with Contractor concerning correction of any such defective Work and any needed repairs. 2. Together with Owner, visit the Project within one month before the end of the Construction Contract's correction period to ascertain whether any portion of the Work or the repair of any damage to the Site or adjacent areas is defective and therefore subject to correction by Contractor. 3. Perform or provide the following other Post-Construction Phase tasks or deliverables: Coordinate repairs during the correction period with the Contractor. B. The Post-Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate twelve months after the commencement of the Construction Contract's correction period. PART 2—ADDITIONAL SERVICES A2.01 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 C. 1. 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. Exhibit A—Engineer's Services EJCDC®E-SOO,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 2. 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. 3. 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. 4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those agreed to in Paragraph A1.O1.A.1 and 2. 5. Services required as a result of Owner's providing incomplete or incorrect Project information to Engineer. 6. Providing renderings or models for Owner's use, including services in support of building information modeling or civil integrated management. 7. Undertaking investigations and studies including, but not limited to: a. detailed consideration of operations, maintenance,and overhead expenses; b. the preparation of feasibility studies (such as those that include projections of output capacity, utility project rates, project market demand, or project revenues) and cash flow analyses, provided that such services are based on the engineering and technical aspects of the Project, and do not include rendering advice regarding municipal financial products or the issuance of municipal securities; c. preparation of appraisals; d. evaluating processes available for licensing, and assisting Owner in obtaining process licensing; e. detailed quantity surveys of materials, equipment, and labor; and f. audits or inventories required in connection with construction performed or furnished by Owner. 8. Furnishing services of Consultants for other than Basic Services. 9. Providing data or services of the types described in Exhibit B, when Owner retains Engineer to provide such data or services instead of Owner furnishing the same. 10. Providing the following services: a. Services attributable to more prime construction contracts than specified in Paragraph A1.03.D. Exhibit A—Engineer's Services EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 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. 11. 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 (Part 1 of Exhibit A). 12. 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 constructibility 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. 13. Preparing additional bidding-related documents (or requests for proposals or other construction procurement documents) or Construction Contract Documents for alternate bids or cost estimates requested by Owner for the Work or a portion thereof. 14. Assistance in connection with bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required to complete services required by Paragraph 5.02.A and Exhibit F. 15. Preparing conformed Construction Contract Documents that incorporate and integrate the content of all Addenda and any amendments negotiated by Owner and Contractor. 16. 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. 17. [Deleted]. 18. 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. 19. 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. 20. Preparation of operation, maintenance, and staffing manuals not otherwise specifically prepared under Basic Services Section A1.05.A.24.a. 21. Protracted or extensive assistance in refining and adjusting of Project equipment and systems (such as initial startup,testing,and balancing). 22. Assistance to Owner in training Owner's staff to operate and maintain Project equipment and systems. Exhibit A—Engineer's Services EJCDCm E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 23. 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. 24. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration, lien or bond claim, or other legal or administrative proceeding involving the Project. 25. Overtime work requiring higher than regular rates. 26. Providing construction surveys and staking to enable Contractor to perform its work other than as required under Paragraph A1.05.A.8; any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 27. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 28. 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). 29. Other additional services performed or furnished by Engineer not otherwise provided for in this Agreement. A2.02 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. 1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by Owner. 2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or equal" items; evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract. Services after the 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; evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract. 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials,equipment,or energy shortages. Exhibit A—Engineer's Services EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 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. 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. 6. 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. 7. Reviewing a Shop Drawing or other Contractor submittal more than three times, as a result of repeated inadequate submissions by Contractor. 8. 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. Exhibit A—Engineer's Services EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 This is EXHIBIT B, consisting of[ ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ]• Owner's Responsibilities Article 2 of the Agreement is supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense: A. Provide Engineer with all criteria and full information as to Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility,and expandability, and any budgetary limitations. B. 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), 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-related documents (or requests for proposals or other construction procurement documents), and Construction Contract Documents. Furnish copies (or give specific directions requesting Engineer to use copies already in Engineer's possession) of all design and construction standards, Owner's standard forms, general conditions (if other than EJCDC® C-700, Standard General Conditions of the Construction Contract, 2013 Edition), supplementary conditions, text, and related documents and content for Engineer to include in the draft bidding-related documents (or requests for proposals or other construction procurement documents), and draft Construction Contract Documents, when applicable. Owner shall have responsibility for the final content of (1) such bidding-related documents (or requests for proposals or other construction procurement documents), and (2) those portions of any Construction Contract other than the design (as set forth in the Drawings,Specifications,or otherwise),and other engineering or technical matters; and 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. Furnish to Engineer 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. D. Following Engineer's assessment of initially-available Project information and data and upon Engineer's request, obtain,furnish, or otherwise make available (if necessary through title searches, or 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. Such additional information or data would generally include the following: 1. Property descriptions. 2. Zoning,deed,and other land use restrictions. 3. Utility and topographic mapping and surveys. Exhibit B—Owner's Responsibilities EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 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; with 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. E. Arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under the Agreement. F. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, provide, as required for the Project: 1. Accounting, bond and financial advisory(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 with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer reasonably requests. 3. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the money paid. G, 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. Provide Engineer with the findings and reports generated by testing laboratories, including findings and reports obtained from or through Contractor. H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. I. 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 constructibility review. Exhibit B—Owner's Responsibilities EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 J. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities,and authority of Engineer. K. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, then designate a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. L. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. M. 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. N. Inform Engineer regarding any need for assistance in evaluating the possible use of Project Strategies,Technologies,and Techniques, as defined in Exhibit A. O. Advise Engineer as to whether Engineer's assistance is requested in identifying opportunities for enhancing the sustainability of the Project, P. Place and pay for advertisement for Bids in appropriate publications. Q. Furnish to Engineer data as to Owner's anticipated costs for services to be provided by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice)for Owner so that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs. R. 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. S. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement,as required. T. Perform or provide the following: N/A. Exhibit B—Owner's Responsibilities EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 This is EXHIBIT C, consisting of [ ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ]. Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-2: Basic Services—Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2—OWNER'S RESPONSIBILITIES C2.01 Compensation For Basic Services (other than Resident Project Representative) —Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer's Resident Project Representative, if any, as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel times Standard Hourly Rates for each applicable billing class for all services performed on the Project, plus Reimbursable Expenses and Engineer's Consultants'charges, if any. 2. The Standard Hourly Rates charged by Engineer constitute full and complete compensation for Engineer's services, including labor costs, overhead, and profit; the Standard Hourly Rates do not include Reimbursable Expenses or Engineer's Consultants' charges. 3. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit C as Appendices 1 and 2. 4. The total compensation for services under Paragraph C2.01 is estimated to be $[180,065] based on the following estimated distribution of compensation: a. Study and Report Phase $[ b. Preliminary Design Phase $[ c. Final Design Phase $[ d. Bidding or Negotiating Phase $[ e. Construction Phase $[174,881] f. Post-Construction Phase $[5,184] 5. Engineer may alter the distribution of compensation between individual phases of the work noted herein to be consistent with services actually rendered, but shall not exceed Exhibit C—Compensation Packet BC-2:Basic Services(other than RPR)—Standard Hourly Rates Method of Payment. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 the total estimated compensation amount unless approved in writing by Owner and Agency. See also C2.03.C.2 below. 6. The total estimated compensation for Engineer's services included in the breakdown by phases as noted in Paragraph C2.01.A.3 incorporates all labor, overhead, profit, Reimbursable Expenses,and Engineer's Consultants'charges. 7. The amounts billed for Engineer's services under Paragraph C2.01 will be based on the cumulative hours charged to the Project during the billing period by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and Engineer's Consultants'charges. 8. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually (as of 1 1) to reflect equitable changes in the compensation payable to Engineer. Changes will not be effective unless and until concurred in by the Owner and Agency. C2.02 Compensation For Reimbursable Expenses A. Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix 1 to this Exhibit C. B. Reimbursable Expenses include 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; 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 Project-related items; and Consultants' charges. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. C. The amounts payable to Engineer for Reimbursable Expenses will be the Project-related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to the Project,the latter multiplied by a factor of 1.0. C2.03 Other Provisions Concerning Payment A. Whenever Engineer is entitled to compensation for the charges of Engineer's Consultants, those charges shall be the amounts billed by Engineer's Consultants to Engineer times a factor of 1.1. B. Factors: The external Reimbursable Expenses and Engineer's Consultants' factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. C. Estimated Compensation Amounts: Exhibit C—Compensation Packet BC-2:Basic Services(other than RPR)—Standard Hourly Rates Method of Payment. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 1. Engineer's estimate of the amounts that will become payable for specified services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to Engineer under the Agreement. 2. When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will be exceeded, Engineer shall give Owner and Agency 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 promptly shall 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 the Engineer's services during the 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. D. 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 C—Compensation Packet BC-2:Basic Services(other than RPR)—Standard Hourly Rates Method of Payment. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 COMPENSATION PACKET RPR-2: Resident Project Representative—Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: C2.04 Compensation for Resident Project Representative (RPR) Basic Services —Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Resident Project Representative Basic Services as follows: 1. Resident Project Representative Services: For services of Engineer's Resident Project Representative under Paragraph A1.05.A of Exhibit A, an amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel times Standard Hourly Rates for each applicable billing class for all Resident Project Representative services performed on the Project, plus related Reimbursable Expenses and Engineer's Consultant's charges, if any. The total compensation under this paragraph is estimated to be $[29,021] based upon full-time part-time RPR services _ - . _. _ . , e .- through Friday,over a [ ]day construction schedule. 2. If rate(s)for RPR services is not indicated in Appendix Two of Exhibit C,"Standard Hourly Rates Schedule,"the Standard Hourly Rate for RPR Services is$95 per hour. B. Compensation for Reimbursable Expenses: 1. For those Reimbursable Expenses that are not accounted for in the compensation for Basic Services under Paragraph C2,01, and are directly related to the provision of Resident Project Representative or Post-Construction Basic Services, Owner shall pay Engineer at the rates set forth in Appendix 1 to this Exhibit C. 2. Reimbursable Expenses include 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 and assistants; 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 Project-related 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 the Resident Project Representative Basic 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 1.0. 4. The Reimbursable Expenses Schedule will be adjusted annually (as of January 1)to reflect equitable changes in the compensation payable to Engineer. Changes will not be effective unless and until concurred in by the Owner and Agency. Exhibit C–Compensation Packet RPR-2:Resident Project Representative Services— Standard Hourly Rates Method of Payment. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 C. Other Provisions Concerning Payment Under this Paragraph C2.04: 1. Whenever Engineer is entitled to compensation for the charges of Engineer's Consultants, those charges shall be the amounts billed by Engineer's Consultants to Engineer times a factor of 1.10. 2. Factors: The external Reimbursable Expenses and Engineer's Consultant's 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 and Agency 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 promptly shall 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. 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 at no cost. Exhibit C—Compensation Packet RPR-2:Resident Project Representative Services— Standard Hourly Rates Method of Payment. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright O 2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 COMPENSATION PACKET AS-1: Additional Services—Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: C2.05 Compensation for Additional Services—Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Additional Services, if any, as follows: 1. General: For services of Engineer's personnel engaged directly on the Project pursuant to Paragraph A2.01 or A2.02 of Exhibit A, except for services as a consultant or witness under Paragraph A2.01.A.20, (which if needed shall be separately negotiated based on the nature of the required consultation or testimony) an amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel times Standard Hourly Rates for each applicable billing class for all Additional Services performed on the Project, plus related Reimbursable Expenses and Engineer's Consultant's charges, if any. B. Compensation For Reimbursable Expenses: 1. For those Reimbursable Expenses that are not accounted for in the compensation for Basic Services under Paragraph C2.01 and are directly related to the provision of Additional Services, Owner shall pay Engineer at the rates set forth in Appendix 1 to this Exhibit C. 2. Reimbursable Expenses include 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 Project-related items; and Consultants' charges. 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 1.0. 4. The Reimbursable Expenses Schedule will be adjusted annually (as of January 1)to reflect equitable changes in the compensation payable to Engineer. Changes will not be effective unless and until concurred in by the Owner and Agency. C. Other Provisions Concerning Payment for Additional Services: 1. Whenever Engineer is entitled to compensation for the charges of Engineer's Consultants, those charges shall be the amounts billed by Engineer's Consultants to Engineer times a factor of 1.10. Exhibit C—Compensation Packet AS-1: Additional Services— Standard Hourly Rates Method of Payment. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 2. Factors: The external Reimbursable Expenses and Engineer's Consultant's Factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. 3. To the extent necessary to verify Engineer's charges and upon Owner's timely request, Engineer shall make copies of such records available to Owner at cost at no cost. Exhibit C—Compensation Packet AS-1: Additional Services— Standard Hourly Rates Method of Payment. EJCOC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 This is Appendix 1 to EXHIBIT C, consisting of [ ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ]• Reimbursable Expenses Schedule Reimbursable Expenses are subject to review and adjustment per Exhibit C. Rates and charges for Reimbursable Expenses as of the date of the Agreement are: 8"x11"Copies/Impressions $ [ ]/page Copies of Drawings $ [ ]/sq.ft. Mileage(auto) $ [ ]/mile Air Transportation at cost CAD Charge $[ ]/hour Laboratory Testing at cost Health and Safety Level D $[ ]/day Health and Safety Level C $ [ j/day Meals and Lodging at cost Project Expenses: Expenses incurred in-house that are directly attributable to the project will be invoiced at actual cost. These expenses include the following: CADD Hardware/Software $18.00/hour Modeling and GIS Hardware/Software $10.00/hour Mileage Current IRS Rate Postage and Delivery Services At Cost Printing and Reproduction At Cost Travel, Lodging and Subsistence At Cost RPR Expenses: Expenses incurred by the RPR for the items previously described shall be$2,041. Exhibit C—Appendix 1:Reimbursable Expenses Schedule. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 This is Appendix 2 to EXHIBIT C,consisting of[ pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated[, ]. Standard Hourly Rates Schedule A. Standard Hourly Rates: 1. Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit C 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 Article C2. B. Schedule: Hourly rates for services performed on or after the date of the Agreement are: Principal Engineer VI $245.00 Principal Engineer V 236.00 Principal Engineer IV 227.00 Principal Engineer III 217.00 Principal Engineer II 209.00 Principal Engineer I 201.00 Professional Engineer IX 192.00 Engineering Designer IX 185.00 Professional Engineer VIII 183.00 Engineering Designer VIII 175.00 Professional Engineer VII 173.00 Engineering Designer VII 167.00 Professional Engineer VI 165.00 Engineering Designer VI 159.00 Professional Engineer V 155.00 Engineering Designer V 149.00 Professional Engineer IV 146.00 Engineering Designer IV 146.00 Professional Engineer III 142.00 Engineering Designer III 142.00 Engineering Designer II 130.00 Engineering Designer I 95.00 Technician IV 141.00 Technician III 126.00 Technician II 109.00 Technician I 92.00 Administrative III 100.00 Administrative II 92.00 Administrative I 81.00 Exhibit C-Appendix 2:Standard Hourly Rates Schedule. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 This is EXHIBIT D, consisting of [ ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ]• Duties, Responsibilities, and Limitations of Authority of Resident Project Representative Article 1 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 1 -SERVICES OF ENGINEER D1.01 Resident Project Representative A. Engineer shall furnish a Resident Project Representative ("RPR") to assist Engineer in observing progress and quality of the Work. The RPR may provide full time representation or may provide representation to a lesser degree. 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. Through RPR's observations of the Work, including field checks of materials and installed equipment, Engineer shall endeavor to provide further protection for Owner against defects and deficiencies in the Work. However, Engineer shall not, as a result of such RPR observations of the Work,supervise,direct,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 performances 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 A1.05,of this Agreement are applicable. C. The duties and responsibilities of the RPR are as follows: 1. General: RPR's dealings in matters pertaining to the Work in general shall be with Engineer and 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-Resident Project Representative. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright Oc 2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 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 and Samples: a. Record date of receipt of Samples and Contractor-approved Shop Drawings. b. Receive Samples that are furnished at the Site by Contractor, and notify Engineer of availability of Samples for examination. c. Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal, 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, removed and replaced, or accepted as provided in the Construction Contract Documents. Exhibit D-Resident Project Representative. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 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. ;and 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. 11. Records: a. Maintain at the Site orderly files for correspondence, reports of job conferences, copies of Construction Contract Documents including all 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 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. d. Record and maintain accurate, up-to-date lists of the names, addresses, fax numbers, e-mail addresses, websites, and telephone numbers (including mobile Exhibit D-Resident Project Representative. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 numbers) of all 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 Engineer. 12. Reports: a. Furnish to Engineer periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b. [Deleted]. c. Furnish to Engineer and Owner copies of all inspection, test, and system start-up reports. d. Immediately inform Engineer of the occurrence of any Site accidents, emergencies, acts of God 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. Exhibit D-Resident Project Representative. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 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). D. 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-Resident Project Representative. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 This is EXHIBIT E, consisting of [ ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ]. EJ CD r-- --r ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE NOTICE OF ACCEPTABILITY OF WORK PROJECT: OWNER: CONTRACTOR: OWNER'S CONSTRUCTION CONTRACT IDENTIFICATION: EFFECTIVE DATE OF THE CONSTRUCTION CONTRACT: ENGINEER: NOTICE DATE: To: Owner And To: Contractor From: Engineer The Engineer hereby gives notice to the above Owner and Contractor that Engineer has recommended final payment of Contractor, and that the Work furnished and performed by Contractor under the above Construction Contract is acceptable, expressly subject to the provisions of the related Contract Documents, the Agreement between Owner and Engineer for Professional Services dated ,and the following terms and conditions of this Notice: Exhibit E—Notice of Acceptability of Work. EJCDC°E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK The Notice of Acceptability of Work ("Notice") is expressly made subject to the following terms and conditions to which all those who receive said Notice and rely thereon agree: 1. This Notice is given with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. This Notice reflects and is an expression of the Engineer's professional opinion. 3. This Notice is given as 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 Engineer's Agreement with Owner, 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 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 related 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 Construction Contract Documents, or to otherwise comply with the Construction 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. By: Title: Dated: Exhibit E—Notice of Acceptability of Work. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 This is EXHIBIT G,consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated Insurance Paragraph 6.05 of the Agreement is supplemented to include the following agreement of the parties: G6.05 Insurance A. The limits of liability for the insurance required by Paragraph 6.05.A and 6.05.B of the Agreement are as follows: By Engineer: Workers' Compensation: Statutory Employer's Liability-- Bodily injury,each accident: $1,000,000 Bodily injury by disease, each employee: $1,000,000 Bodily injury/disease,aggregate: $2,000,000 General Liability-- Each Occurrence(Bodily Injury and Property Damage): $1,000,000 General Aggregate: $2,000,000 Excess or Umbrella Liability-- Per Occurrence: $1,000,000 General Aggregate: $2,000,000 Automobile Liability--Combined Single Limit(Bodily Injury and Property Damage): $2,000,000 Professional Liability— Each Claim Made $1,000,000 Annual Aggregate $2,000,000 Other(specify): N/A Exhibit G—Insurance. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 By Owner: Workers' Compensation: Statutory Employer's Liability-- Bodily injury, Each Accident $500,000 Bodily injury by Disease, Each Employee $500,000 Bodily injury/Disease,Aggregate $500,000 General Liability-- General Aggregate: $1,000,000 Each Occurrence(Bodily Injury and Property Damage): $2,000,000 Excess Umbrella Liability Per Occurrence: N/A General Aggregate: N/A Automobile Liability—Combined Single Limit(Bodily Injury and Property Damage): $1,000,000 Other(specify): N/A B. Additional Insureds: 1. The following individuals or entities are to be listed on Owner's general liability policies of insurance as additional insureds: a. Murraysmith, Inc. Engineer b. Peterson Structural Engineers, Inc. Engineer's Consultant c. GRI, Inc. Engineer's Consultant d. Industrial Systems, Inc. Engineer's Consultant d. Pacific Testing and Inspection, Inc. Special Inspections 2. During the term of this Agreement the Engineer shall notify Owner of any other Consultant to be listed as an additional insured on Owner's general liability policies of insurance. Exhibit G—Insurance. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 3. The Owner shall be listed on Engineer's general liability policy as provided in Paragraph 6.05.A. Exhibit G—Insurance. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 This is EXHIBIT H, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated Dispute Resolution Paragraph 6.09 of the Agreement is supplemented to include the following agreement of the parties: H6.08 Dispute Resolution A. Mediation: 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 by . Owner and Engineer agree to participate in the mediation process in good faith. The process shall be conducted on a confidential basis, and shall be completed within 120 days. If such mediation is unsuccessful in resolving a Dispute, then (1)the parties may mutually agree to a dispute resolution of their choice, or (2) either party may seek to have the Dispute resolved by a court of competent jurisdiction. B. Litigation Venue: Venue shall be laid for any litigation in the Circuit Court of the State of Washington for the County of Lewis. Exhibit H-Dispute Resolution. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 This is EXHIBIT K, consisting of [ ] pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated [ ], AMENDMENT TO OWNER-ENGINEER AGREEMENT Amendment No. The Effective Date of this Amendment is: Background Data Effective Date of Owner-Engineer Agreement: Owner: Engineer: Project: Nature of Amendment: 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: 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): Exhibit K—Amendment to Owner-Engineer Agreement. SICK®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 The foregoing Agreement Summary is for reference only and does not alter the terms of the Agreement, including those set forth in Exhibit C. Owner and Engineer hereby agree to modify the above-referenced Agreement as set forth in this Amendment. All provisions of the Agreement not modified by this or previous Amendments remain in effect. OWNER: ENGINEER: By: By: Print Print name: name: Title: Title: Date Signed: Date Signed: Exhibit K—Amendment to Owner-Engineer Agreement. EJCDC®E-500,Agreement Between Owner and Engineer for Professional Services. Copyright©2014 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page Z amPME; Pik mlYd?gigiF.. 9.P'5' if .. « «»««."« a«« «« « « « „ads«w aa« { .I I: § i 1 � 47 g,. «R « SI I '' 1 R. il ! ? I Ii ! it I � as R, e p. _ ,. . nxxz 1 __ '=3 ;-',=',7, : 1 1 o d z x li1 5 „. ., s...2....A..,,......0 1 t 4 1 1 10-05 } p Lg;?.04$1i; F I ! j ;';iit!'111 1E t o fy yEFEF7 lit! i H:11111i fflii liiiUi ill /11? Li 1 RAAAS4AaAARAAAAAA .11.. ... aR3 g,4 BOCC AGENDA ITEM SUMMARY Resolution: BOCC Meeting Date: Jul 23, 2018 Suggested Wording for Agenda Item: Agenda Type: Consent Approving the County Engineer to sign an agreement with Murraysmith, Inc. for construction phase engineer's services for the Vader-Enchanted Valley Water Reservoir construction project. Contact Tim Fife Phone: 3607401138 Department: Public Works Action Needed: Approve Resolution Description The contract is to provide construction phase services for upcoming Vader-Enchanted Valley Water Reservoir construction project. Murraysmith Inc has performed engineering design services for the Vader-Enchanted Valley Water Reservoir. This project is funded in part by the USDA-RD, and they have concurred that the agreement is acceptable. Recommend approval of this resolution to execute the contract for A&E Professional Services—Construction Phase Engineer's Services of upcoming Vader-Enchanted Valley Water Reservoir construction project.. Additional Copies Kim Amrine-PW Betsy Dillin-PW