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1/20/2026 - City Council - Work Session - Agendas CITY OF SPRING PARK WORK SESSION AGENDA JANUARY 20, 2026 – 5:00 PM SPRING PARK CITY HALL (Work Session discussion times are approximate) 1. 5:00: SWPPP – Moore Engineering 2. 5:40: Sunset Drive Utility Update – Moore Engineering 3. 5:55: Miscellaneous 4. 6:00: Adjourn Page | 1 Memorandum Date: January 2, 2026 Prepared By: John W Morast, PE Project: City of Spring Park, MN Sunset Drive Contractor: South Side E lectric and Mueller Electric Subject: Overhead Power Undergrounding Update We had a Sunset Dr. walkthrough with Xcel, myself , Erik and the electricians . We reviewed the entire project, wit h particular inter est on the commercial properties and discussing those. It is my understanding that Xcel has all o f Phase 1 designed and ready to go. I have assigned properties, splitting them among our electricians, South Side Electric and Mueller Eletric. South Side will be handling all the commercial properties, with some residential, and Mueller will work on only residential properties . As for Hennepin County, we have reviewed all their documents and agreements, and they are signed all around. The last I heard, the County is preparing a bid to be released on January 13. I anticipate the bid will be open for about a month, with the county reviewing it and sending it to the Public Works Committee then onto the full Board for final approval. Once approved, the County will be issuing a Notice to Proceed and then scheduling a pre -construction meeting. I anticipate that will happen in late March or early Paril, if not sooner. I have been coordinating with two electrical companies on the underground: Mueller Electric - Mike Mueller is the owner of Mueller Electric. He has over 25 years of hands -on experience as an electrician in the electrical trade. He has worked on new construction installations to existing maintenance and repair. He lives in Minnetrista, so a pretty l ocal electrician. He strives to provide his clients with quality workmanship in every job and takes pride in building lasting relationships. Mike is a licensed and bonded electrician as well. Mueller Electric will be responsible for only residential properties and will be responsible for 11 properties. However, two properties have 3 meters, and another property has 2 meters. Mueller electric will be responsible for 16 - or 17 -meter conversions. Mueller Electric bid amount includes eleven residential properties , some having multiple meters, for a total of 16 or 17 meters. His estimated cost is about $5,000 per meter for a n estimated total of - $85,000 . Two Carlson Parkway, Ste 110, Plymouth, MN 55447 P : 612.355.7726 Memorandum Sunset Drive Reconstruction Page | 2 South Side Electric - South Side Electric is a multi -faceted electrical contractor offering over 50 electricians to serve you. With more than 50 years of electrical experience, South Side Electric will assist you in a prompt and professional manner with all your electrical nee ds . Founded in 1958 by Melvin Rixmann. Their work originally focused on residential rewiring and small commercial projects but soon expanded to six electricians. In 1968, Wayne Rixmann took over the family business and it continued to grow. Over time, Sou th Side Electric grew in the Minneapolis area and expanded into office/warehouse and light industrial projects, with a strong emphasis on design -build services, all the while continuing to serve residential customers as well. The Sunset Drive construction will span over two years so the undergrounding will span over two -years as well. I have assigned roughly half of the residential properties to each one. I have assigned South Side Electric all of the commercial properties. For the residential properties, Xcel will bring the underground power line directly to the house and the electrician will need to replace the service cabinet with an underground service cabinet. For the commercial properties, the City is responsible for bringing the buried line back to the transformer locations, which will increase the costs. Fortunately, there are only about 10 commercial properties within Phase 1 of the project, including all of Rockvam. Lord Fletchers I believe is the only commercial property located in Phase 2, but they already have an underground service. South Side Electric bid amount includes eight commercial properties and four residential properties and the total bi d amount is - $99,700.00. 1.Underground from CSAH 15 to Northern Ave/W. Arm (E) -Xcel starting at Dakota Trail 2. 4071 Sunset -LMCC –overhead –commercial checking to see if we can covert 2. 4068/72 Sunset –Rockvam, overhead from Northern intersection to pole on west side to bldg. Also a OH pole in parking lot (maybe for their dock) 3. 4061 Sunset -Rockvam Winter Storage Bldg, overhead from pole at corner of building 4. 4029 Sunset –Rockvam, overhead from pole at corner of building 5. 4044 Sunset -Post Office, convert to “standard” service. Remove pole in side yard. Talked with Cliff and ok to convert and remove pole 6. 4026 Sunset –overhead to pole in side yard, underground from there. Remove side yard pole 7. 4022 Sunset –overhead from pole in front yard 8. 4018 Sunset –underground 9. 4014 Sunset –underground 10. 4010 Sunset –overhead 11. 4001 Sunset –overhead –fed from Mapleton/Lilac 12. 4000 A& B Sunset –both overhead from pole in front yard 12. MAPLETON AVE ----Mueller Electric ----South Side Electric 1.MAPLETON AVE 2. 3991 Sunset –overhead 3. 3990 Sunset –Unit 1, overhead from pole on Rockvam Rd 4. 3990 Sunset –Unit 2, overhead from pole on Rockvam Rd 5. 3983 Sunset -underground 6. 3980 Sunset -overhead 7. 3976 Sunset –overhead, not listed on HC GIS 8. 3975 Sunset –overhead 9. 3965 Sunset –overhead 10. Lift Station on Sunset –underground 11. 3960 Sunset –overhead 12. 3950 Sunset –overhead –3 meters, 2 addresses, but 4 “cabins”) 13. 3940 Sunset –overhead –3 meters/cabins 14. 3930 Sunset -overhead 15. 3920 Sunset -overhead 16. 3910 Sunset -underground 17. 3901 Sunset –Thor Thompson/Lift Station -UG ----Mueller Electric ----South Side Electric MASTER SUBCONTRACT AGREEMENT This Master Subcontract Agreement (“Subcontract”), made this ___ day of _________, 20__ by and between South Side Electric, Inc. (hereinafter "Contractor"), with an office and principal place of business at 9201 EW Bloomington Freeway, suite X, Bloomington MN 55420 and ___________________________________ (hereinafter "Subcontractor") with an office and principal place of business at ________________________________________________________ (hereinafter collectively "Parties"). WITNESSETH: WHEREAS, Contractor contemplates that from time to time it will enter into prime construction contracts with various clients (“Owner”) for the performance of certain construction services with respect to certain projects (each ‘Project”); and WHEREAS, Contractor desires to enter into a master subcontract agreement with Subcontractor whereby Contractor at its discretion may from time to time contract with Subcontractor, and Subcontractor desires to perform said work at the prices and upon the terms and conditions hereinafter expressed; NOW, THEREFORE, in consideration of the mutual agreements herein expressed, the Parties contract, covenant and agree as follows: 1. Scope of the Subcontract The Contractor and Subcontractor agree that this Subcontract is a non - exclusive master agreement and that the Contractor may from time to time authorize the Subcontractor to perform certain construction services (“Work”) for the Contractor pursuant to this Agreement but only upon the execution by Contractor and Subcontractor of a work order (“Work Order”) in a form attached hereto as Exhibit A. This Subcontract does not require either the Contractor or Subcontractor to issue or accept any particular Work Order; however, if fully executed, each Work Order shall be governed by the terms and conditions of this Subcontract, as it may be amended by mutual agreement, and whether or nor the Work Order specifically refers to it. 2.Subcontractor's Work (hereinafter "Work") Subcontractor shall perform all work and shall furnish all supervision, labor, materials, plant, hoisting, scaffolding, tools, equipment, supplies and all other things necessary for the construction and completion of the work described in each individual Work Order, including work incidental thereto and reasonably inferable therefrom, in strict accordance and full compliance with the terms of this Subcontract, and to the satisfaction of Contractor and the Owner. 3.Payment Contractor shall pay Subcontractor for performance of the Work, subject to additions and deductions by written change order, a liquidated sum which shall be calculated and agreed to by the Parties to each individual Work Order. 4.Indemnification and Subcontractor's Liability a.Subcontractor hereby assumes the entire responsibility and liability for all Work, supervision, labor and materials provided under any Work Order issued pursuant to this Subcontract, whether or not erected in place and for all plant, scaffolding, tools, equipment, supplies and other things provided by Subcontractor until final acceptance of the entirety of the Work by Owner. In the event of any loss, damage or destruction thereof from any cause of the Work as a result of the acts or omissions of Subcontractor, its employees, sub-subcontractors, suppliers or agents of any type, Subcontractor shall be liable therefor, and shall repair, rebuild and make good said loss, damage or destruction at Subcontractor's cost,, Subcontractor shall be liable therefor, and shall repair, rebuild and make good said loss, damage or destruction at Subcontractor's cost, subject only to the extent that any net proceeds are payable under any builder's risk property insurance that may be maintained by Owner or Contractor, if any. b.Subcontractor shall be liable to Contractor for all costs Contractor incurs as a result of any failure of Subcontractor, or any of its suppliers, vendors or subcontractors of any tier, to fully and properly perform their obligations and duties with respect to the Work c.To the fullest extent permitted by law, the Subcontractor shall indemnify, defend, and hold harmless the Contractor, Owner and their respective officers, directors, employees and agents (“Indemnified Parties”) from and against all claims, damages, demands, losses, expenses, fines, causes of action, suits or other liabilities, (including all costs reasonable attorneys' fees, consequential damages, and punitive damages), arising out of or resulting from, or alleged to arise out of or arise from, the performance of Subcontractor's Work under the Subcontract, and any Work Order whether such claim, damage, demand, loss or expense is attributable to bodily injury, personal injury, sickness, disease or death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom; but only to the extent attributable to the negligence of the Subcontractor or any entity for which it is legally responsible or vicariously liable: regardless of whether the claim is presented by an employee of Subcontractor. The indemnity obligations referenced herein shall not be construed to negate, abridge or otherwise limit any other obligations of the Subcontractor or rights of Contractor hereunder. This indemnification shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Subcontractor under any workers' compensation act, disability benefits acts or other employee benefits act and includes any loss or injury suffered by an employee of the subcontractor. This indemnification shall be in addition to any indemnity liability imposed by the Contract Documents, and shall survive the completion of the Work or the termination of the Subcontract. d. To the fullest extent permitted by law, the Subcontractor shall also indemnify, defend, and hold harmless the Indemnified Parties from and against all claims, damages, demands, losses, expenses, fines, causes of action, suits or other liabilities, (including all costs reasonable attorneys' fees, consequential damages, and punitive damages), arising out of or resulting from, or alleged to arise out of, the failure of Subcontractor, or any of its suppliers or subcontractors of any tier, to compensate any of its employees or independent contractors in accordance with any applicable federal, state or local law regarding the payment of wages. Subcontractor's assumption of liability is independent from, and not limited in any manner by, the Subcontractor's insurance coverage obtained pursuant to Article 5 or otherwise. 5.Subcontractor's Insurance Prior to commencing the Work, Subcontractor shall procure, and thereafter maintain, at its own expense, until final acceptance of the Work or later as required by the terms of the Subcontract or any individual Work Order, insurance coverage required by this Subcontract. At a minimum, and subject to modification in individual Work Orders, the types of insurance and minimum policy limits specified shall be maintained in a form and from insurers acceptable to Contractor as set forth below. All insurers shall have at least an A- (excellent) rating by A.M. Best and be qualified to do business in the state where the project is located. This insurance will provide a defense and indemnify the Contractor, but only with respect to liability for bodily injury, property damage and personal and advertising injury caused in whole or in part by the Subcontractor’s acts or omissions or the acts or omissions of those acting on the Subcontractor’s behalf. Proof of this insurance shall be provided to the Contractor before the Work commences, as set forth below. To the extent that the Subcontractor subcontracts with any other entity or individual to perform all or part of the Subcontractor's Work, the Subcontractor shall require the other Sub-Subcontractors to furnish evidence of equivalent insurance coverage, in all respects, terms and conditions as set forth herein, prior to the commencement of work by the Sub -Subcontractor. In no event shall the failure to provide this proof, prior to the commencement of the Work, be deemed a waiver by the Contractor of Subcontractor's or the Sub-Subcontractor's insurance obligations set forth herein. In the event that the insurance company(ies) issuing the policy(ies) required by this exhibit deny coverage to the Contractor, the Subcontractor or the Sub-Subcontractor will, upon demand by the Contractor, defend and indemnify the Contractor at the Subcontractor's or Sub-Subcontractor’s expense. Commercial General Liability Insurance $1,000,000 Each Occurrence Limit (Bodily Injury and Property Damage) $2,000,000 General Aggregate per Project $2,000,000 Products & Completed Operations Aggregate $1,000,000 Personal and Advertising Injury Limit Business or Commercial Automobile Liability Insurance $1,000,000 combined single limit per accident Workers' Compensation and Employers' Liability Insurance (at the limit chosen in the drop down box below) $100,000 Each Accident; $100,000 Each Employee for Injury by Disease; $500,000 Aggregate for Injury by Disease Excess or Umbrella Liability (to overlay Employer’s Liability, Automobile Liability and Commercial General Liability coverages at the limit chosen in the drop down box below). $1,000,000 Occurrence /aggregate The Contractor’s Commercial General Liability policy shall not contain an exclusion or restriction of coverage for the following: 1. Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. 2. Claims for property damage to the Contractor’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. 3. Claims for bodily injury other than to employees of the insured. 4. Claims for indemnity under Article 4 Indemnification arising out of injury to employees of the insured. 5. Claims or loss excluded under a prior work endorsement or other similar exclusionary language. 6. Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. 7. Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project. 8. Claims related to roofing, if the Work involves roofing. 9. Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work Involves such coatings or surfaces. 10. Claims related to earth subsidence or movement, where the Work involves such hazards. 11. Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. 6.Additional Insureds The Contractor and Owner, along with their respective officers, agents and employees, shall be named as additional insureds for Ongoing Operations and Products/Completed Operations on the Subcontractor's and any Sub-Subcontractor's Commercial General Liability Policy and Excess or Umbrella Policy, all of which must be primary and noncontributory with respect to these additional insureds. The Subcontractor shall continue to carry Completed Operations Liability Insurance for at least the length of the Statute of Repose in the state where the subject work is performed after either ninety (90) days following Substantial Completion of the Work or final payment to the Contractor on any individual Project, whichever is later. The Contractor and Owner, along with their respective officers, agents and employees shall be named as additional Insureds on the Business or Commercial Automobile Liability Policy, which must be primary and noncontributory with respect to these additional insureds. It is expressly understood by the parties to this Subcontract that it is the intent of the Parties that any insurance obtained by the Contractor is deemed excess, non-contributory and not co-primary in relation to the coverage(s) procured by the Subcontractor, the Sub-Subcontractor or any of their respective consultants, officers, agents, subcontractors, employees or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of the aforementioned may be liable by operation of statute, government regulation or applicable case law. To the fullest extent permitted by applicable state law, a Waiver of Subrogation Clause shall be added to the General Liability, Automobile, Excess or Umbrella and Workers Compensation policies in favor of Contractor and Owner, and this clause shall apply to the Contractor's and Owner's officers, agents and employees, with respect to all Projects during the policy term. Prior to commencement of Work on any individual Project, Subcontractor shall submit a Certificate of Insurance in favor of Contractor and an Additional Insured Endorsement (in a form acceptable to the Contractor) as required hereunder. The Subcontractor’s Insurance policies shall provide for thirty (30) days' written notice to Contractor for cancellation or any change in coverage and be evidenced by the Certificate of Insurance. Copies of insurance policies shall promptly be made available to the Contractor upon request. 7.Time of Performance Subcontractor will commence Work when directed by Contractor and will proceed with the Work in a prompt and diligent manner in accordance with the Project Schedule attached to the individual Work Order as such Schedule may be amended from time to time by Contractor. TIME IS OF THE ESSENCE. Subcontractor shall be entitled to additional © 2019 Selective Insurance Company of America. All rights reserved. compensation for compliance with Schedule amendments only to the extent, if any, that Contractor receives reimbursement from the Owner. Safety The Contractor makes no representation with respect to the physical conditions or safety of any Project Site. The Subcontractor shall, at its own expense, preserve and protect from injury its employees engaged in the performance of the Work and all property and persons which may be affected by its operations in performing the Work. The prevention of accidents and/or exposure of workers and others to hazardous materials is the responsibility of Subcontractor and Subcontractor shall comply with all safety measures initiated by Contractor and all federal, state, labor and local laws, regulations and codes concerning safety as shall be applicable to the Work and to the safety standards established by Contractor during the progress of the Work. Subcontractor shall notify Contractor within three (3) days of any injury to an employee or agent of Subcontractor that occurred at the Project Site. Subcontractor shall indemnify, defend and hold harmless Contractor, Owner and their respective officers, directors, agents and employees from any costs, expenses or liability (including attorneys' fees, fines or penalties) arising out of the Subcontractor’s failure to comply with the aforesaid laws, regulations and codes. 8.Clean-up Subcontractor shall clean up the areas used by Subcontractor for its Work on a daily basis and remove from each Project site, or to a specified location on the Project site as directed by Contractor, and in a manner that will not impede either the progress of the Project or of other trades, all rubbish, waste material, excess material and debris resulting from the Work. IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have hereunto executed this Subcontract, on the day and year first a bove written. SUBCONTRACTOR: _______________________________ CONTRACTOR: South Side Electric, Inc. By: ________________________________ Name: ________________________ Title: ______________ Date: ______ By: ________________________________ Name: _______________________ Title: ______________ Date: ______ © 2019 Selective Insurance Company of America. All rights reserved. EXHIBIT A WORK ORDER FORM NO. ______ Date: Project: Owner: Dear : (“Contractor”) would like (“Subcontractor”) to perform certain construction services for the above identified Project in accordance with the scope of work as set forth below (“Work”). This Work Order is being issued in accordance with that certain Master Subcontrac t Agreement dated as entered into between Contractor and Subcontractor (“Master Agreement”). The Work must be completed in accordance with the following Project Schedule: Compensation: The Contractor shall pay the Subcontractor, subject to the terms of this Work Order, the liquidated sum of Dollars ($ ) inclusive of any and all Reimbursable Expenses. Scope of Work: The following Work is required to be performed pursuant to this Work Order: Contract Documents: The Contract Documents include the following: CONTRACTOR By: SUBCONTRACTOR By: © 2019 Selective Insurance Company of America. All rights reserved. _________________________________________________ Name: Title: _________________________________________________ Name: Title: Date: Date: EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the specific Agreement between Owner and Engineer, and the controlling Laws and Regulations. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition, is published in four parts: (1) the Main Agreement (general provisions governing all Task Orders)(see below); (2) the Exhibits to Main Agreement; (3) the Task Order Form; and (4) the Exhibits to Task Order. The Main Agreement contains a Guidelines for Use section that pertains to all four parts of E-505. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES— TASK ORDER EDITION MAIN AGREEMENT Prepared by EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Copyright© 2020 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474 www.acec.org American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.org The copyright for this EJCDC document is owned jointly by the three sponsoring organizations listed above. The National Society of Professional Engineers is the Copyright Administrator for the EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE. The use of this document is governed by the terms of the License Agreement for the 2020 EJCDC® Engineering Series Documents. NOTE: EJCDC publications may be purchased at www.ejcdc.org, or from any of the sponsoring organizations above. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 2 AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES—TASK ORDER EDITION MAIN AGREEMENT TABLE OF CONTENTS Page Article 1— SERVICES OF ENGINEER .............................................................................................................. 1 1.01 General .......................................................................................................................................... 1 1.02 Task Order Procedure ................................................................................................................... 1 1.03 Management of Engineering Services .......................................................................................... 2 1.04 Sequencing and Coordination ....................................................................................................... 3 Article 2— OWNER’S RESPONSIBILITIES ....................................................................................................... 3 2.01 Application of Owner’s Responsibilities ....................................................................................... 3 2.02 Project Information ....................................................................................................................... 4 2.03 Owner’s Instructions Regarding Bidding and Construction Contract Documents ........................ 5 2.04 Owner-Furnished Services ............................................................................................................ 6 2.05 Owner’s General Responsibilities ................................................................................................. 6 2.06 Payment ........................................................................................................................................ 8 Article 3— TERM AND TIMES FOR RENDERING SERVICES ............................................................................ 8 3.01 Term .............................................................................................................................................. 8 3.02 Commencement ............................................................................................................................ 8 3.03 Time for Completion ..................................................................................................................... 8 Article 4— INVOICES AND PAYMENTS .......................................................................................................... 9 4.01 Invoices ......................................................................................................................................... 9 4.02 Payments ....................................................................................................................................... 9 4.03 Basis of Compensation .................................................................................................................. 9 4.04 Explanation of Compensation Methods ..................................................................................... 10 4.05 Reimbursable Expenses .............................................................................................................. 11 4.06 Other Provisions Concerning Payment ....................................................................................... 12 Article 5— OPINIONS OF COST ................................................................................................................... 12 5.01 Opinions of Probable Construction Cost ..................................................................................... 12 EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 2 of 2 5.02 Opinions of Total Project Costs ................................................................................................... 12 Article 6— GENERAL CONSIDERATIONS ..................................................................................................... 13 6.01 Standards of Performance .......................................................................................................... 13 6.02 Ownership and Use of Documents ............................................................................................. 14 6.03 Electronic Transmittals ............................................................................................................... 16 6.04 Insurance ..................................................................................................................................... 17 6.05 Suspension and Termination ...................................................................................................... 18 6.06 Successors, Assigns, and Beneficiaries ........................................................................................ 20 6.07 Dispute Resolution ...................................................................................................................... 21 6.08 Controlling Law; Venue ............................................................................................................... 21 6.09 Environmental Condition of Site ................................................................................................. 21 6.10 Indemnification and Mutual Waiver ........................................................................................... 23 6.11 Records Retention ....................................................................................................................... 24 6.12 Miscellaneous Provisions ............................................................................................................ 24 Article 7— DEFINITIONS .............................................................................................................................. 24 7.01 Defined Terms ............................................................................................................................. 24 Article 8— EXHIBITS AND APPENDICES TO MAIN AGREEMENT; TASK ORDER FORM; EXHIBITS TO TASK ORDER; SPECIAL PROVISIONS ..................................................................................................................... 30 8.01 Exhibits to Main Agreement ....................................................................................................... 30 8.02 Appendices to Main Agreement ................................................................................................. 30 8.03 Resource Documents: Task Order Form and Exhibits to Task Order .......................................... 30 8.04 Executed Task Orders and Their Exhibits .................................................................................... 30 8.05 Total Agreement; Amendments to Main Agreement and Task Orders ...................................... 30 8.06 Designated Representatives ....................................................................................................... 31 8.07 Engineer's Certifications ............................................................................................................. 31 8.08 Conflict of Interest ...................................................................................................................... 31 Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 33 MAIN AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TASK ORDER EDITION THIS IS AN AGREEMENT effective as of [DATE] (“Effective Date of the Agreement”) between [CLIENT] (“Owner”) and Moore Engineering Inc. (“Engineer”). Other terms used in this Agreement are defined in Article 7. From time to time Owner may request that Engineer provide professional services for Specific Projects. Each engagement will be documented by a Task Order. This Main Agreement sets forth the general terms and conditions that apply to all duly executed Task Orders. Owner and Engineer further agree as follows: ARTICLE 1—SERVICES OF ENGINEER 1.01 General A. Engineer’s services will be detailed in a duly executed Task Order for each S pecific Project, or for a portion of a Specific Project. B. The Main Agreement is not a commitment by Owner to issue any Task Orders. C. Engineer will not be obligated to perform any prospective Task Order unless and until (1) Owner and Engineer agree to the particulars of the assignment, including the scope of Engineer's services, time for performance, Engineer's compensation, and all other appropriate matters, and include such particulars in the Task Order, and (2) Owner and Engineer both sign the Task Order. D. Each duly executed Task Order will be subject to the terms and conditions of (a) this Main Agreement; (b) the Main Agreement’s exhibits; (c) any executed written amendments of the Main Agreement (see Exhibit C); (d) the specific Task Order itself; (e) the specific Task Order’s exhibits; and (f) any amendments or modifications of the specific Task Order. 1.02 Task Order Procedure A. The general recommended format of a Task Order is presented in the accompanying Task Order Form. Commonly-used Task Order exhibits are presented in the accompanying Exhibits to Task Order document. B. Each specific Task Order will indicate: 1. Project Background Data; Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 33 2. Specific services to be performed by Engineer (“Scope”), including key deliverables; 3. Additions or Modifications to Owner’s Responsibilities; 4. Task Order Schedule; 5. Engineer’s Compensation for Task Order; and 6. Primary Subconsultants, if any. C. With respect to the Engineer’s scope of services under a specific Task Order, each specific Task Order will either (1) be accompanied by and incorporate an Exhibit A, “Engineer’s Services Under Task Order,” and Exhibit B, “Deliverables Schedule,” prepared for the specific Task Order, or (2) state a customized scope of services and deliverables schedule in the Task Order document itself or in an attachment. D. Upon signature of the Task Order by both parties (but no earlier than the Effective Date of the specific Task Order), Engineer will commence performance and furnish, or cause to be furnished, the services authorized by the Task Order. E. Task Orders may be amended as set forth in Paragraph 8.05.B of this Main Agreement. 1.03 Management of Engineering Services A. All phases of Engineer’s services under each Task Order will include management of Engineer’s Specific Project responsibilities, including but not limited to the following management tasks, whether separately tracked and itemized or included as being incidental to other phase and scope task items. 1. Develop and submit an Engineering Services Schedule. The Engineering Services Schedule will: a. be consistent with and serve as a supplement to the Schedule of Deliverables set forth in Exhibit B to Task Order. b. be updated on a regular basis, and as required to reflect any programmatic decisions by Owner. c. include, but not be limited to, an anticipated sequence of tasks; estimates of task duration; interrelationships among tasks; milestone meetings and submittals; anticipated schedule of construction; and other pertinent Project events. 2. Develop and submit detailed work plans from Exhibit A to Task Order tasks. 3. Coordinate services within Engineer’s internal team, and with Subconsultants and Engineer’s Subcontractors. 4. Prepare for and participate in meetings with consultants and contractors working on other parts of the Specific Project that may affect, or be affected by, Engineer’s services or resulting construction. 5. Prepare and submit monthly engineering services progress reports to the Owner. Include a summary of services performed in period, expected progress in next period, percent completion of current tasks, and a description of major issues or concerns. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 33 6. Special Invoicing: In addition to, or as a substitute for, Engineer’s standard invoicing, for each invoice provide the specified additional information or documentation, following the invoicing procedures indicated: Not Applicable 7. Conduct ongoing management tasks, including: a. Maintaining communications records and files pertaining to or arising from Engineer’s services; b. With respect to Engineer’s services and other directly relevant parts of the Specific Project, prepare for and participate in periodic progress meetings with Owner to discuss progress, schedule, budget, issues, potential problems and their resolution; and c. Preparing agendas prior to and minutes following all Engineer-led meetings. B. Unless a different standard is expressly set forth in a specific Task Order, in all phases of Engineer’s services, Engineer shall prepare draft and final Drawings in accordance with [Engineer's CAD standards] [Owner’s CAD standards] [other CAD standard (specify)], using [specify]-version [specify] software. C. The source documents for the draft and final Specifications in all phases of Engineer’s services will be Engineer’s standard specifications, unless a different source document is expressly identified in the specific Task Order. 1.04 Sequencing and Coordination A. For each Task Order, the Work to be designed or specified by Engineer, upon which the Engineer's scope has been established, will be performed or furnished under one prime Construction Contract, unless specified otherwise in the Task Order. B. If the Work designed or specified by Engineer under a specific Task Order is to be performed or furnished under more than one prime Construction Contract, or if Engineer's services are to be separately sequenced with the work of one or more of Owner’s consultants or contractors (such as in the case of fast-tracking), then: 1. the Task Order’s Deliverables Schedule will account for the need to sequence and properly coordinate Engineer’s services as applicable to the Work under the Construction Contracts; or 2. If the Task Order does not address such sequencing and coordination, then Owner and Engineer will jointly develop a schedule for sequencing and coordination of services prior to commencement of final design services; this schedule is to be prepared and included in or become an amendment to the authorizing Task Order, whether the work under such contracts is to proceed concurrently or sequentially. ARTICLE 2—OWNER’S RESPONSIBILITIES 2.01 Application of Owner’s Responsibilities A. The responsibilities of Owner set forth in Article 2 apply to each Specific Project and each specific Task Order. Supplemental responsibilities of Owner applicable only to a specific Task Order may be stated in the specific Task Order. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 33 2.02 Project Information A. To the extent Owner has not already provided the following, or has new, additional, or revised information from that previously provided, Owner shall provide Engineer with information and data needed by Engineer in the performance of the Specific Project, including Owner’s: 1. design objectives and constraints; 2. space, capacity, and performance requirements; 3. flexibility and expandability needs; 4. design and construction standards; 5. budgetary limitations; and 6. any other available information pertinent to the Specific Project including reports and data relative to previous designs, construction, or investigation at or adjacent to the Site. B. Following Engineer’s assessment of initially-available information and data and upon Engineer’s request, Owner shall obtain, furnish, or otherwise make available (if necessary through retention of specialists or consultants) such additional information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services under the Task Order; or, with consent of Engineer, Owner may authorize the Engineer to obtain or provide all or part of such additional information as Additional Services. Such additional information or data may include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Surveys, Mapping, and Utility Documentation. 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 Specific Project, the Site, and adjacent areas. 7. Data or consultations as required for the specific Task Order but not otherwise identified in this Agreement. C. Owner shall examine all alternative solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer (including obtaining advice of an attorney, risk manager, insurance counselor, financial/municipal advisor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 33 D. If a specific Task Order requires Engineer to assist Owner in collating the various cost categories that comprise Total Project Costs, Owner shall furnish to Engineer data as to Owner’s anticipated costs for services to be provided to Owner by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice). E. Owner shall advise Engineer if any invention, design, process, product, or device that Owner has requested, required, or recommended for inclusion in the Drawings or Specifications prepared or furnished under a Task Order will be subject to payment (whether by Owner or Contractor) of any license fee or royalty to others, as required by patent rights or copyrights. F. Owner shall inform Engineer as to whether Engineer’s assistance is requested with respect to Owner’s evaluation of the possible use of Project Strategies, Technologies, and Techniques, as defined in Exhibit A to Task Order. G. Owner shall inform Engineer as to whether Engineer’s assistance is requested in identifying opportunities for enhancing the sustainability of the Specific Project. 2.03 Owner’s Instructions Regarding Bidding and Construction Contract Documents A. Owner shall give instructions to Engineer regarding Owner’s procurement of construction services (including instructions regarding advertisements for bids, instructions to bidders, and requests for proposals, as applicable) and Owner’s construction contract practices and requirements, and furnish to Engineer (or give specific directions requesting Engineer to use copies already in Engineer’s possession) the following: 1. Owner’s standard contract forms, general conditions (if other than the current edition of EJCDC® C-700, Standard General Conditions of the Construction Contract), supplementary conditions, text, and related documents and content for Engineer to include in the draft bidding-related documents (or requests for proposals or other construction procurement documents), and in draft Construction Contract Documents; 2. insurance and bonding requirements; 3. protocols for electronic transmittals during bidding and construction; 4. Owner’s safety and security programs applicable to Contractor and other Constructors; 5. diversity and other social responsibility requirements; 6. bidding and contract requirements of funding, financing, or regulatory entities; 7. other specific conditions applicable to the procurement of construction or contract documents; 8. any other information necessary for Engineer to assist Owner in preparing, for e ach Specific Project, bidding-related documents (or requests for proposals or other construction procurement documents) and Construction Contract Documents. B. 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. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 33 1. Owner shall seek the advice of Owner’s legal counsel, risk managers, and insurance advisors with respect to the drafting and content of such documents. C. Owner shall place and pay for advertisements for Bids in appropriate publications. 2.04 Owner-Furnished Services A. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, Owner shall obtain, as required for each Specific Project: 1. Accounting, bond and financial advisory services (including, if applicable, “municipal advisor” services as described in Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) and the municipal advisor registration rules issued by the Securities and Exchange Commission), independent cost estimating, and insurance counseling services. 2. Legal services, including attorney review of proposed Construction Contract Documents, legal services required by Owner, legal services needed as a result of issues raised by Contractor, and Project-related legal services reasonably requested by Engineer. 3. Auditing services, including those needed by Owner to ascertain how or for what purpose Contractor has used money paid to it. B. Owner shall provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Construction Contract Documents (other than those required to be furnished or arranged by Contractor), or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Owner shall provide Engineer with the findings and reports generated by testing laboratories, including findings and reports obtained from or through Contractor. C. Owner shall acquire or arrange for acquisition of the Site(s) and any temporary or permanent rights of access, easements, or property rights needed for each Specific Project. D. With respect to the portions or phases of each Specific Project designed or specified by Engineer, Owner shall provide, obtain, or arrange for: 1. all required reviews, approvals, consents, and permits from governmental authorities having jurisdiction, and 2. such reviews, approvals, and consents from others as may be necessary for completion of each portion or phase of the Specific Project. E. Owner may delegate to a Contractor or others the responsibilities set forth in Paragraphs 2.04.C and D. 2.05 Owner’s General Responsibilities A. Owner shall inform Engineer of the policies, procedures, and requirements of Owner that are applicable to Engineer's performance of services under this Agreement and under each Task Order. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 33 B. Owner will provide Engineer with Owner’s budget for each Specific Project, including type and source of funding to be used and will promptly inform Engineer if the budget or funding sources change. C. Owner shall inform Engineer in writing of any safety or security programs that are applicable to the personnel of Engineer, its Subconsultants, and Engineer’s Subcontractors, as they visit the Site or otherwise perform services under this Agreement and under each Task Order. D. Owner shall arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under this Agreement and under each Task Order. E. Owner shall provide necessary direction and make decisions, including prompt review of Engineer’s submittals, and carry out its other responsibilities in a timely manner so as not to delay Engineer’s performance of its services. F. Owner shall be responsible for all requirements and instructions that it furnishes to Engineer pursuant to this Agreement, and for the accuracy and completeness of all programs, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement or any Task Order. Engineer may use and rely upon such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement or any Task Order, subject to any express limitations or reservations applicable to the furnished items. G. Owner shall give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of: 1. any development that affects the scope or time of performance of Engineer’s services; 2. the presence at the Site of any Constituent of Concern; or 3. any relevant, material defect or nonconformance in: (a) Engineer’s services, (b) the Work, (c) the performance of any Constructor, or (d) Owner’s performance of its responsibilities under this Agreement. H. Owner shall advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to a Specific Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructability review. I. If Owner designates a construction manager, site representative, or any individual or entity other than, or in addition to, Engineer to represent Owner at the Site, then Owner shall define and set forth, in an exhibit to the governing Task Order, the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. J. Owner shall: 1. Attend and participate in the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job-related meetings, and Site visits to determine Substantial Completion and readiness of the completed Work for final payment. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 33 2. Primarily communicate with Engineer’s Subcontractors and Subconsultants through the Engineer. a. Promptly inform Engineer of the substance of any communications between Owner and Engineer’s Subcontractors or Subconsultants. b. Refrain from directing the services of Engineer’s Subcontractors or Subconsultants. 3. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of each Task Order, as required. 4. Perform or provide the following: a. All other Owner responsibilities expressly identified in any Task Order, not otherwise set forth in this Agreement. b. [List any other Owner responsibilities here]. 2.06 Payment A. Owner shall pay Engineer as set forth in each Task Order, pursuant to the applicable terms of Article 4. ARTICLE 3—TERM AND TIMES FOR RENDERING SERVICES 3.01 Term A. This Agreement will be effective and applicable to Task Orders issued hereunder for [number of years] years from the Effective Date of the Agreement. B. The parties may extend or renew this Agreement, with or without changes, by written instrument establishing a new term. 3.02 Commencement A. Engineer is authorized to begin rendering services under a Task Order as of the Effective Date of the Task Order. 3.03 Time for Completion A. The Effective Date of the Task Order and the times for completing services or providing deliverables will be stated in each Task Order. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer’s services is impaired, or Engineer’s services are delayed or suspended, then the time for completion of Engineer’s services, and the rates and amounts of Engineer’s compensation, will be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of a Specific Project, or of Engineer’s services, then the time for completion of Engineer’s services, and the rates and amounts of Engineer’s compensation, will be adjusted equitably. D. If the Contract Times to complete the Work under a Construction Contract are extended beyond the period stated in the governing Task Order, Owner will pay Engineer for the additional services during the extension based on the Standard Hourly Rates Method of Payment. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 33 E. If Engineer fails, for reasons within the control of Engineer, to complete the performance required in a Task Order within the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to the recovery of direct damages to the extent, if any, resulting from such failure by Engineer. ARTICLE 4—INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices; the terms of any progress reporting and special invoicing requirements in Paragraph 1.03, or as otherwise required in Exhibit A to the Task Order; and with the applicable terms of Appendix 1 to Main Agreement, Reimbursable Expenses Schedule, and Appendix 2 to Main Agreement, Standard Hourly Rates Schedule. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B. Disputed Invoices: If Owner disputes an invoice, either as to amount or entitlement, then Owner shall promptly advise Engineer in writing of the specific basis for doing so, may withhold only that portion so disputed, and must pay the undisputed portion, subject to the terms of Article 4. After a disputed item has been resolved, Engineer shall include the agreed- upon amount on a new invoice. C. Failure to Pay: If Owner fails to make any undisputed payment due Engineer within 30 days after receipt of Engineer’s invoice, then: 1. amounts due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day, and 2. Engineer may, after giving 7 days’ written notice to Owner, suspend services under this Agreement until Owner has paid in full amounts due. Owner waives any and all claims against Engineer for any such suspension. D. Sales or Use Taxes: If after the Effective Date of a Task Order any governmental entity takes an action that imposes additional sales or use taxes on Engineer’s services or compensation under the Task Order, then Engineer may invoice such additional sa les or use taxes for reimbursement by Owner. Owner shall reimburse Engineer for the cost of such invoiced additional sales or use taxes; such reimbursement will be in addition to the compensation to which Engineer is entitled under the terms of this Main Agreement and the specific Task Order. 4.03 Basis of Compensation A. The bases of compensation (compensation methods) for Basic Services (including if applicable the bases of compensation for individual phases of Basic Services) and for Additional Services must be identified in each specific Task Order (Task Order Form, Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 33 Paragraph 6). Owner shall pay Engineer for services in accordance with the applicable basis of compensation. B. The three following bases of compensation are used for services under Task Orders, as identified in each specific Task Order: 1. Lump Sum (plus any expenses expressly eligible for reimbursement) 2. Standard Hourly Rates (plus any expenses expressly eligible for reimbursement) 3. Direct Labor Costs Times a Factor (plus any expenses expressly eligible for reimbursement) C. The terms and conditions applicable to each of the three compensation methods are set forth in Paragraph 4.04. 4.04 Explanation of Compensation Methods A. Lump Sum 1. Owner shall pay Engineer a Lump Sum amount for the specified category of services. 2. The Lump Sum will include compensation for Engineer's services and services of Engineer’s Subcontractors and Subconsultants, if any. The Lump Sum constitutes full and complete compensation for Engineer’s services in the specified category, including labor costs, overhead, profit, expenses (other than those expenses expressly eligible for reimbursement, if any), and Engineer’s Subcontractor and Subconsultant charges. 3. In addition to the Lump Sum, Engineer is also entitled to reimbursement from Owner for the following expenses reasonably and necessarily incurred by Engineer in connection with the performing or furnishing of the services in the specified category (see Appendix 1 for rates or charges): a. None 4. The portion of the Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate of the proportion of the total services completed during the billing period to the Lump Sum. B. Standard Hourly Rates 1. For the specified category of services, the Owner shall pay Engineer an amount equal to the cumulative hours charged to the Specific Project by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class. Under this method, Engineer shall also be entitled to reimbursement from Owner for the expenses identified in Paragraph 4.05 below, and Appendix 1. 2. Standard Hourly Rates include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non-project operating costs, and operating margin or profit. 3. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Agreement as Appendices 1 and 2. 4. The total estimated compensation for the specified category of services will be stated in the Task Order. This total estimated compensation will incorporate all labor at Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 of 33 Standard Hourly Rates, and reimbursable expenses (including Engineer’s Subcontractor and Subconsultant charges, if any). 5. The amounts billed will be based on the cumulative hours charged to the specified category of services on the Specific Project during the billing period by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class, plus reimbursable expenses (including Engineer’s Subcontractor and Subconsultant charges, if any). 6. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually (as of [Date]) to reflect equitable changes in the compensation payable to Engineer. C. Direct Labor Costs Times a Factor: None 4.05 Reimbursable Expenses A. Under the Lump Sum method basis of compensation to Engineer, unless expressly indicated otherwise the Lump Sum amount includes the following categories of expenses: transportation (including mileage), lodging, and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls, mobile phone services, and courier charges; reproduction of reports, Drawings, Specifications, bidding-related or other procurement documents, Construction Co ntract Documents, and similar Specific Project-related items; and Engineer’s Subcontractor and Subconsultant charges. These expenses are not reimbursable under the Lump Sum method, unless expressly indicated otherwise in Paragraph 4.04.A.3 above. B. Expenses eligible for reimbursement under the Direct Labor Costs Times a Factor and Standard Hourly Rate methods of compensation include the following expenses reasonably and necessarily incurred by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Task Order: 1. Transportation (including mileage), lodging, and subsistence incidental thereto; 2. Providing and maintaining field office facilities including furnishings and utilities; 3. Toll telephone calls, mobile phone services, and courier services; reproduction of reports, Drawings, Specifications, bidding-related or other procurement documents, Construction Contract Documents, and similar Specific Project-related items; 4. Consultant charges; and 5. Other expenses identified in Appendix 1. C. Reimbursable expenses reasonably and necessarily incurred in connection with services provided under the Direct Labor Costs Times a Factor and Standard Hourly Rate methods must be paid at the rates set forth in Appendix 1, Reimbursable Expenses Schedule, subject to the factors set forth below. D. The amounts payable to Engineer for reimbursable expenses will be the Project-specific internal expenses actually incurred or allocated by Engineer, plus all invoiced external reimbursable expenses allocable to the Specific Project, the latter multiplied by a factor of [Factor]. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of 33 E. Whenever Engineer is entitled to compensation for the charges of its Consultants, those charges will be the amount billed by such Consultants to Engineer times a factor of [Factor]. F. The external reimbursable expenses and Consultants’ factors include Engineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. 4.06 Other Provisions Concerning Payment A. Estimated Compensation Amounts 1. Engineer's estimate of the amounts that will become payable for services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to Engineer under the Agreement. 2. When estimated compensation amounts have been stated in a Task Order and it subsequently becomes apparent to Engineer that a compensation amount thus estimated will be exceeded, Engineer shall give Owner written notice thereof, allowing Owner to consider its options, including suspension or termination for Owner's convenience of Engineer's services under the Task Order. Upon notice, Owner and Engineer will promptly review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services under the Task Order 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 will be paid for all services rendered. ARTICLE 5—OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Engineer’s opinions of probable Construction Cost (if any) are to be made on the basis of Engineer’s experience, qualifications, and general familiarity with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors’ methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, then Owner agrees to obtain an independent cost estimate. 5.02 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs will be limited to assisting the Owner in tabulating the various categories that comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 of 33 ARTICLE 6—GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with any services performed or furnished by Engineer. B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer’s services. Engineer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Owner-furnished information. C. Engineer’s Subcontractors and Subconsultants: Engineer may retain such Engineer’s Subcontractors and Subconsultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures 1. Engineer and Owner shall comply with applicable Laws and Regulations. 2. Engineer shall comply with the policies, procedures, and instructions of Owner that are applicable to Engineer's performance of services under this Agreement and that Owner provides to Engineer in writing, subject to the standard of care set forth in Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional practice requirements. 3. This Agreement is based on Laws and Regulations and Owner-provided written policies and procedures as of the Effective Date. The following may be the basis for modifications to Owner’s responsibilities or to Engineer’s scope of services, times of performance, or compensation: a. changes after the Effective Date of the Task Order to Laws and Regulations, b. the receipt by Engineer after the Effective Date of the Task Order of Owner- provided written policies and procedures, and c. changes after the Effective Date of the Task Order to Owner-provided written policies or procedures. F. General Conditions of Construction Contract: The general conditions for any construction contract documents prepared hereunder are to be the current edition of EJCDC® C-700, Standard General Conditions of the Construction Contract, prepared by the Engineers Joint Contract Documents Committee, unless expressly indicated otherwise in this Agreement. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 of 33 G. Copies of Drawings and Specifications: If Engineer is required to prepare or furnish Drawings or Specifications under a specific Task Order, Engineer shall deliver to Owner at least one complete electronic copy of such Drawings and Specifications, signed and sealed according to applicable Laws and Regulations, and one complete printed copy, duly signed and sealed. H. Engineer shall not be required to sign any document, no matter by whom requested, that would result in Engineer having to certify, guarantee, or warrant conditions whose existence the Engineer cannot ascertain within the authorized scope of Engineer’s services. Owner agrees not to make resolution of any dispute with Engineer or payment of any amount due to Engineer in any way contingent upon Engineer signing any such document. I. Engineer shall not at any time supervise, direct, control, or have authority over any Constructor’s work, nor will Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a Constructor to comply with Laws and Regulations applicable to that Constructor’s furnishing and performing of its work. Engineer shall not be responsible for the acts or omissions of any Constructor. J. Engineer neither guarantees the performance of any Constructor nor assumes responsibility for any Constructor’s failure to furnish and perform the Work in accordance with the Construction Contract Documents. K. Engineer shall not be responsible for any decision made regarding the Construction Contract Documents, or any application, interpretation, clarification, or modification of the Construction Contract Documents, other than those made by Engineer. L. Engineer is not required to provide and does not have any responsibility for surety bonding or insurance-related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. M. Engineer’s services do not include providing legal advice or representation. N. Engineer’s services do not include (1) serving as a “municipal advisor” for purposes of the registration requirements of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) or the municipal advisor registration rules issued by the Securities and Exchange Commission, or (2) advising Owner, or any municipal entity or other person or entity, regarding municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, or other similar matters concerning such products or issuances. O. While at the Site, Engineer, its Subconsultants, and Engineer’s Subcontractors, and their employees and representatives will comply with the applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 Ownership and Use of Documents A. All Documents are instruments of service, and Engineer owns the Documents, including all associated copyrights and the right of reuse at the discretion of the Engineer. Engineer shall continue to own the Documents and all associated rights whether or not the Specific Project is completed. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 of 33 1. Owner may make and retain copies of Documents for information and reference in connection with the use of the Documents on the Specific Project. 2. Engineer grants Owner a limited license to use the Documents on the Specific Project, extensions of the Specific 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: a. Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Specific Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Specific Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; b. 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 Subconsultants; c. Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer; and d. such limited license to Owner shall not create any rights in third parties. OR [alternative to 6.02.A]: A. All Documents are instruments of service, and Engineer owns the Documents, including all associated copyrights and the right of reuse at the discretion of the Engineer, subject to the following provisions: 1. Upon receipt by Engineer of full payment due and owing for all services relating to preparation of the Documents for a Specific Project and subject to the explicit exclusions in this Paragraph 6.02.A, Engineer and any Subconsultants will grant to Owner the ownership of the Documents for that Specific Project, including all associated copyrights and the right of reuse. 2. When requested by Owner, Engineer will perform any clerical or administrative acts reasonably necessary to confirm or record the transfer of Engineer’s interests in the Documents to the Owner, and Owner will reimburse the Engineer for its costs to comply with the transfer request. 3. Engineer shall have and retain the ownership, title, and property rights, including copyright, patent, intellectual property, and common law rights, in any design elements (including but not limited to standard details, drawings, plans, specifications, methodologies, and engineering computations) used in the Documents, but developed by Engineer or its Subconsultants previous to or independent of this Agreement (“Previously/Independently Created Works”). Engineer shall provide appropriate verification of such previous or independent development upon Owner’s request. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 of 33 4. Upon receipt by Engineer of full payment due and owing for all services relating to preparation of the Documents for a Specific Project, Engineer will issue to Owner a royalty-free, nonexclusive and irrevocable license to use such Previously/Independently Created Works on that Specific Project or on any extension of that Specific Project. 5. Owner acknowledges that the Documents are not intended or represented to be suitable for use on the Specific Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Specific Project, on any other project or Specific Project, or for any other use or purpose, without written verification or adaptation by Engineer. 6. Any such use or reuse, or any modification of the Documents for a Specific Project, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner’s sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants. 7. Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Documents for a Specific Project without written verification, completion, or adaptation by Engineer. 8. Such limited license to Owner shall not create any rights in third parties. 9. Nothing herein limits the Engineer’s right of use or reuse of Previously/Independently Created Works or any of Engineer’s non-Document work product. B. If Engineer, at Owner’s request, verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. C. Engineer shall inform Owner if Engineer is aware of any invention, design, process, product, or device specified in the Drawings, Specifications, or other Documents that is subject to payment (whether by Owner or Contractor) of any license fee or royalty to others, as required by patent rights or copyrights. If Engineer’s good-faith inclusion in the Drawings, Specifications, or other Documents of new, innovative, or non-standard technologies, for the benefit of Owner and the Project, results in third-party claims of infringement or violation of intellectual property rights, then Owner and Engineer shall share equally the costs of defending against, settling, or paying such claims. D. Engineer will obtain Owner’s consent, which will not be unreasonably withheld, prior to releasing any publicity, including news and press releases, promotional publications, award and prize competition submittals, and other advertising regarding the subject matter of this Agreement. Nothing herein will limit the Engineer’s right to include information in statements of qualifications and proposals to others accurately describing its participation and participation of employees in the Project. 6.03 Electronic Transmittals A. To the fullest extent practical, Owner and Engineer agree to transmit, and accept, all correspondence, Documents, text, data, drawings, information, and graphics related to each Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 of 33 Specific Project, in electronic media or digital format, either directly, or through access to a secure Project website, in accordance with Exhibit F, Electronic Documents Protocol (EDP). 1. Compliance with the EDP by Engineer shall be considered a Basic Service and no direct or separate compensation will be paid to Engineer for such compliance, unless provisions for separate compensation are expressly set forth in the EDP or in a specific Task Order. 2. Engineer’s costs directly attributable to changes in Engineer’s Electronic Documents obligations, after the effective date of this Agreement, necessitated by revisions to Exhibit F, delayed adoption of Exhibit F, or implementation of other Electronic Documents protocols, will be compensated as Additional Services. B. If this Agreement does not include Exhibit F, or a specific Task Order expressly excludes the application of Exhibit F or otherwise does not establish or include protocols for transmittal of Electronic Documents by Electronic Means, then Owner and Engineer may operate without specific protocols or may jointly develop such protocols at a later date. C. Except as stated otherwise in Exhibit F (if included in this Agreement), when transmitting Electronic Documents by Electronic Means, the transmitting party makes no representations as to long term compatibility, usability, or readability of the Electronic Documents resulting from the recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the Electronic Documents, or from those established in applicable protocols. D. This Agreement (including the EDP) is not intended to create obligations for Owner or Engineer with respect to transmittals to or from third parties, except as expressly stated in the EDP. 6.04 Insurance A. Engineer shall procure and maintain insurance as set forth in Exhibit G. B. Additional Insureds: The Engineer’s commercial general liability, automobile liability, and umbrella or excess liability policies, must: 1. include and list as additional insureds Owner, and any individuals or entities identified as additional insureds in Exhibit G; 2. include coverage for the respective officers, directors, members, partners, and employees of all such additional insureds; 3. afford primary coverage to these additional insureds for all claims covered thereby (including as applicable those arising from both ongoing and completed operations); and 4. not seek contribution from insurance maintained by the additional insured. C. Owner shall procure and maintain insurance as set forth in Exhibit G. D. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer, its Subconsultants, and Engineer’s Subcontractors to Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 of 33 be listed as additional insureds with respect to such liability insurance purchased and maintained by Contractor for the Project. Owner shall give Engineer access to any certificates of insurance and copies of endorsements and policies obtained by Owner from Contractor. E. Owner and Engineer shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates must be furnished prior to commencement of Engineer’s services and at renewals thereafter during the life of the Agreement. 1. Upon request by Owner or any other insured, Engineer shall also furnish other evidence of such required insurance, including but not limited to copies of policies, documentation of applicable self-insured retentions (if allowed) and deductibles, full disclosure of all relevant exclusions, and evidence of insurance required to be purchased and maintained by Subconsultants and Engineer’s Subcontractors. In any documentation made available for review under this provision, Engineer may redact (a) any confidential premium or pricing information and (b) any wording specific to projects or jurisdictions other than those applicable to this Agreement. F. All construction contracts entered into by Owner with respect to a Specific Project must require builder’s risk or similar property insurance. G. All policies of property insurance relating to a Specific Project, including but not limited to any builder’s risk or similar policy, must allow for waiver of subrogation rights and contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insured thereunder or against Engineer, its Subconsultants, or Engineer’s Subcontractors. Owner and Engineer waive all rights against each other, Contractor, Engineer’s Subcontractors and Subconsultants, and the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils or causes of loss covered by any such builder’s risk or similar policy and any other property insurance relating to the Specific Project. Owner and Engineer shall take appropriate measures in other Specific Project-related contracts to secure waivers of rights consistent with those set forth in this paragraph. H. All policies of insurance must contain a provision or endorsement that the coverage afforded will not be canceled, and that renewal will not be refused, until at least 10 days prior written notice has been given to the primary insured. Upon receipt of such notice, the primary insured must promptly forward a copy of the notice to the other party to this Agreement and replace the coverage being cancelled or reduced to conform to the requirements of this Agreement. I. At any time, Owner may request that Engineer, or Engineer’s Subcontractors or Subconsultants, at Owner’s sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so, requested by Owner, and if commercially available, Engineer shall obtain and shall require Engineer’s Subcontractors or Subconsultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and Exhibit G will be supplemented to incorporate these requirements. 6.05 Suspension and Termination A. Suspension Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 of 33 1. By Owner: Owner may suspend Engineer’s services under a specific Task Order for up to 90 days upon 7 days’ written notice to Engineer. 2. By Engineer: Engineer may, after giving 7 days’ written notice to Owner, suspend services under a Task Order: a. if Owner has failed to pay Engineer for invoiced services and expenses under that Task Order, as set forth in Paragraphs 4.02.B and 4.02.C; b. in response to the presence of Constituents of Concern at the Site, as set forth in Paragraph 6.09.D; or c. if persistent circumstances beyond the control of Engineer have prevented it from performing its obligations under the Task Order. 3. A suspension under a specific Task Order, whether by Owner or Engineer, does not affect the duty of the two parties to proceed with their obligations under other Task Orders. B. Termination for Cause—Task Order 1. Either party may terminate a Task Order for cause upon 30 days’ written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement and the specific Task Order, through no fault of the terminating party. a. Notwithstanding the foregoing, the Task Order will not terminate under Paragraph 6.05.B.1 if the party receiving such notice begins, within 7 days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein will extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In addition to its termination rights in Paragraph 6.05.B.1, Engineer may terminate a Task Order for cause upon 7 days’ written notice: a. if Owner demands that Engineer furnish or perform services contrary to Engineer’s responsibilities as a licensed professional; b. if the Engineer’s services under the Task Order are delayed or suspended for more than 90 days for reasons beyond Engineer’s control; or c. as the result of the presence at or adjacent to the Site of undisclosed Constituents of Concern, as set forth in Paragraph 6.09.E. 3. Engineer will have no liability to Owner on account of any termination by Engineer for cause. C. Termination for Cause—Main Agreement: In the case of a default by Owner in its obligation to pay Engineer for its services under more than one specific Task Order, Engineer may request immediate payment of all amounts invoiced on other Task Orders, and may invoice Owner for continued services on such Task Orders on a two-week billing cycle, with payment Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 of 33 due within one week of an invoice. If Owner fails to make such payments, then upon 7 days’ notice Engineer may terminate this Main Agreement and all Task Orders. D. Termination for Convenience by Owner: Owner may terminate a Task Order or this Main Agreement for Owner’s convenience, effective upon Engineer’s receipt of notice from Owner. E. Effective Date of Termination: If Owner terminates the Main Agreement for cause or convenience, Owner may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble project materials in orderly files. Engineer shall be entitled to compensation for such tasks. F. Payments Upon Termination: In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services that have been performed or furnished in accordance with this Main Agreement and the specific Task Order, and all reimbursable expenses incurred through the effective date of termination. Upon making such payment, Owner will have the limited right to the use of Documents, at Owner’s sole risk, subject to the provisions of Paragraph 6.02.A. 1. If Owner has terminated a Task Order for cause and disputes Engineer’s entitlement to compensation for services and reimbursement of expenses, then Engineer’s entitlement to payment and Owner’s rights to the use of the Documents will be resolved in accordance with the dispute resolution provisions of this Main Agreement or as otherwise agreed in writing. 2. If Owner has terminated the Main Agreement for convenience, or if Engineer has terminated a Task Order for cause, then Engineer will be entitled, in addition to the payments identified above, to invoice Owner and receive payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer’s Subcontractors or Subconsultants, and other related close-out costs, using methods and rates for Additional Services as set forth in this Main Agreement. 6.06 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.06.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Main Agreement and any Task Order issued under this Main Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, claims arising out of this Agreement or money that is due or may become due) in this Main Agreement, or in any Task Order, 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 Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 21 of 33 assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Main Agreement or any Task Order. C. Unless expressly provided otherwise in this Main Agreement: 1. All duties and responsibilities undertaken pursuant to this Main Agreement or any Task Order will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 2. Nothing in this Main Agreement or in any Task Order will be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Constructor, other third-party individual or entity, or to any surety for or employee of any of them. 3. Owner agrees that the substance of the provisions of this Paragraph 6.06.C will appear in all Construction Contracts associated with this Main Agreement and its Task Orders. 6.07 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 mediation. B. 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 Main Agreement or any Task Order hereunder, or to any breach of this Main Agreement or any Task Order (“Disputes”) to mediation. Owner and Engineer agree to participate in the mediation process in good faith. The process will be conducted on a confidential basis, and must be completed within 120 days. C. If the parties fail to resolve a dispute through mediation under Paragraph 6.07.B, then either or both may invoke the applicable dispute resolution procedures of Exhibit H. If Exhibit H is not included, or if no applicable dispute resolution method is specified in Exhibit H, then the parties may exercise their rights at law. 6.08 Controlling Law; Venue A. This Main Agreement and all Task Orders (unless expressly stated otherwise) are to be governed by the Laws and Regulations of the state in which the principal office of the Owner is located: [here indicate state or other location]. B. Venue for any exercise of rights at law will be the state court having jurisdiction at the location of Owner’s principal office; or at the choice of either party, and if federal jurisdictional requirements can be met, in federal court in the district in which Owner’s principal office is located. 6.09 Environmental Condition of Site A. With respect to each specific Task Order, Specific Project, and Site (unless indicated otherwise in a specific Task Order), Owner represents to Engineer that, as of the Effective Date of the Task Order, to the best of Owner’s knowledge, no Constituents of Concern, other than those disclosed in writing to Engineer, exist at or adjacent to the Site. B. Undisclosed Constituents of Concern. For purposes of this Paragraph 6.09, the presence at or adjacent to the Site of Constituents of Concern that were not disclosed to Engineer pursuant to Paragraph 6.09.A, in such quantities or circumstances that such Constituents of Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 22 of 33 Concern may present a danger to persons or property exposed to them, will be referred to as “undisclosed” Constituents of Concern. 1. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of this Agreement or the Construction Contract, are not undisclosed Constituents of Concern. 2. Constituents of Concern that are to be located, identified, studied, removed, or remediated as part of the services under a Task Order are not undisclosed Constituents of Concern. 3. Constituents of Concern that are to be located, identified, studied, removed, or remediated as part of the services under another professional services contract for Owner, or as part of the work under a construction or remediation contract, are not undisclosed Constituents of Concern if Engineer has been informed of the general scope of such contract. C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (1) Owner and (2) appropriate authorities having jurisdiction if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that for all Task Orders the Engineer’s scope of services does not include any services related to undisclosed Constituents of Concern. If Engineer or any other party encounters, uncovers, or reveals an undisclosed Constituent of Concern, or if encountered, uncovered, or revealed Constituents of Concern are present in substantially greater quantities or substantially different locations than disclosed or anticipated, or if investigative or remedial action, or other professional services, are necessary or required by applicable Laws and Regulations with respect to such Constituents of Concern, then Engineer may, at its option and without liability for direct, consequential, or any other damages, suspend performance of services on the portion of the Specific Project adversely affected thereby until such portion of the Specific Project is no longer so affected; and Owner shall promptly determine whether to retain a qualified expert to evaluate such condition or take any necessary corrective action. E. If the presence at a Site of undisclosed Constituents of Concern, or of Constituents of Concern in substantially greater quantities or in substantially different locations than disclosed or anticipated, adversely affects the performance of Engineer’s services under a specific Task Order, then: 1. if the adverse effects do not preclude Engineer from completing its Specific Project services in general accordance with the Task Order on unaffected or marginally affected portions of the Specific Project, Engineer may accept an equitable adjustment in its compensation or in the time of completion, or both; and the Task Order will be amended to reflect changes necessitated by the presence of such Constituents of Concern; or 2. if the adverse effects are of such materiality to the overall performance of Engineer that it cannot complete its Specific Project services without significant changes to the scope of services, time of completion, and compensation, then Engineer may terminate the Task Order for cause on 7 days’ written notice. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 23 of 33 F. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and will not be required to become an "owner," “arranger,” “operator,” “generator,” or “transporter” of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer’s activities under this Agreement. 6.10 Indemnification and Mutual Waiver A. Indemnification by Engineer: To the fullest extent permitted by Laws and Regulations, Engineer shall indemnify and hold harmless Owner, and Owner’s officers, directors, members, partners, agents, and employees, from losses, damages, and judgments (including reasonable consultants’ and attorneys’ fees and expenses) arising from third-party claims or actions relating to a Specific Project, provided that any such claim, action, loss, damages, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer’s officers, directors, members, partners, agents, employees, Subconsultants, or Engineer’s Subcontractors. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, “Limitations of Liability." B. Environmental Indemnification: To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, Subconsultants, and Engineer’s Subcontractors from all claims, costs, losses, damages, actions, and judgments (including reasonable consultants’ and attorney’s fees and expenses) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under a Site, provided that: 1. any such claim, cost, loss, damages, action, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and 2. nothing in this paragraph obligates Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. C. No Defense Obligation: The indemnification commitments in this Agreement do not include a defense obligation by the indemnitor unless such obligation is expressly stated. D. Percentage Share of Negligence: To the fullest extent permitted by Laws and Regulations, a party’s total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, will not exceed the percentage share that the party’s negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. E. 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 Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 24 of 33 related to this Agreement, any Task Order, or a Specific Project, from any cause or causes. Such excluded damages include but are not limited to loss of profits or revenue; loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; and cost of capital. 6.11 Records Retention A. Engineer shall maintain on file in legible form, for a period of five years following completion or termination of its services under a specific Task Order, or such other period as required by Laws and Regulations, all Documents, records (including cost records), and design calculations related to Engineer’s services or pertinent to Engineer’s performance under the Task Order. Upon Owner’s request, Engineer shall provide a copy of any such item to Owner at cost. 6.12 Miscellaneous Provisions A. Notices: Any notice required under this Main Agreement or a Task Order will be in writing, and delivered: in person (by commercial courier or otherwise); by registered or certified mail; or by e-mail to the recipient, with the words “Formal Notice” or similar in the e-mail’s subject line. All notices must be effective upon the date of receipt. B. Survival: Subject to applicable Laws and Regulations, all express representations, waivers, indemnifications, and limitations of liability included in this Main Agreement or in a Task Order will survive completion or termination for any reason. C. Severability: Any provision or part of the Main Agreement or any Task Order held to be void or unenforceable under any Laws or Regulations will be deemed stricken, and all remaining provisions will continue to be valid and binding upon Owner and Engineer. D. No Waiver: A party’s non-enforcement of any provision will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by Laws and Regulations, all causes of action arising under this Main Agreement and any Task Order will be deemed to have accrued, and all statutory periods of limitation will commence, no later than the date of Substantial Completion; or, if Engineer’s services do not include Construction Phase services, or the Specific Project is not completed, then no later than the date of Owner’s last payment to Engineer under the applicable Task Order. ARTICLE 7—DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (as defined herein), terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following definitions: 1. Addenda—Written or graphic instruments issued prior to the opening of bids which clarify, correct, or change the bidding requirements or the proposed Construction Contract Documents. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 25 of 33 2. Additional Services—The services to be performed for or furnished to Owner by Engineer in accordance with Article 2 of Exhibit A of a specific Task Order. 3. Agreement—This written contract for professional services between Owner and Engineer, including the Main Agreement, all exhibits and appendices to the Main Agreement identified in Paragraphs 8.01 and 8.02, all duly executed amendments, and all Task Orders, including all exhibits and duly executed amendments to such Task Orders. a. Main Agreement—See definition at Paragraph 7.01.A.28 below. 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 a specific Task Order. 6. Bidding/Proposal Documents—Documents related to the selection of the Contractor, including advertisements or invitations to bid; requests for proposals; instructions to bidders or proposers, including any attachments such as lists of available Site-related documents; bid forms; bids; proposal forms; proposals; bidding requirements; and qualifications documents. 7. Change Order—A document which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Construction Contract Price or the Construction Contract Times, or other revision to the Construction Contract, issued on or after the effective date of the Construction Contract. 8. Change Proposal—A written request by Contractor, duly submitted in compliance with the procedural requirements set forth in the Construction Contract, seeking an adjustment in Construction Contract Price or Construction Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Construction Contract Documents or the acceptability of Work under the Construction Contract Documents; challenging a set-off against payments due; or seeking other relief with respect to the terms of the Construction Contract. 9. Constituents of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), lead-based paint (as defined by the HUD/EPA standard), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to Laws and Regulations regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 10. Construction Contract—The entire and integrated written contract between the Owner and Contractor concerning the Work. 11. Construction Contract Documents—Those items designated as “Contract Documents” in the Construction Contract, and which together comprise the Construction Contract. See also definition of “Front-End Construction Contract Documents” below. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 26 of 33 12. Construction Contract Price—The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Construction Contract Documents. 13. Construction Contract Times—The number of days or the dates by which Contractor must: (a) achieve milestones, if any, in the Construction Contract; (b) achieve Substantial Completion; and (c) complete the Work. 14. Construction Cost—The cost to Owner of the construction of those portions of a Specific Project designed or specified by or for Engineer under a Task Order, including construction labor, services, materials, equipment, insurance, and bonding costs, and allowances for contingencies. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights-of-way, or compensation for damages to property; Owner’s costs for legal, accounting, insurance counseling, or auditing services; interest or financing charges incurred in connection with the Project; or the cost of other services to be provided by others to Owner. Construction Cost is one of the items comprising Total Project Costs. 15. Constructor—Any person or entity (not including the Engineer, its employees, agents, representatives, or Subconsultants, or Engineer’s Subcontractors), performing or supporting construction activities relating to a Specific Project, including but not limited to Contractors, Subcontractors, Suppliers, Owner’s work forces, utility companies, other contractors, construction managers, design-builders, testing firms, shippers, and truckers, and the employees, agents, and representatives of any or all of them. 16. Contractor—The entity or individual with which Owner enters into a Construction Contract. 17. Documents—All documents expressly identified as deliverables in this Main Agreement or in any Task Order, whether in printed or Electronic Document form, required to be provided or furnished by Engineer to Owner. Such specifically required deliverables may include, by way of example, Drawings, Specifications, data, reports, building information models, and civil integrated management models. 18. Drawings—That part of the Construction Contract Documents that graphically shows the scope, extent, and character of the Work to be performed by Contractor. 19. Effective Date of the Main Agreement—The date indicated in this Main Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Main Agreement is signed and delivered by the last of the two parties to sign and deliver. 20. Effective Date of the Task Order—The date indicated in a specific Task Order on which the Task Order becomes effective, but if no such date is indicated, it means the date on which the Task Order is signed and delivered by the last of the two parties to sign and deliver. 21. Electronic Document—Any Specific Project-related correspondence, attachments to correspondence, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals, that are in an electronic or digital format. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 27 of 33 22. Electronic Means—Electronic mail (email), upload/download from a secure Specific Project website, or other communications methods that allow: (a) the transmission or communication of Electronic Documents; (b) the documentation of transmissions, including sending and receipt; (c) printing of the transmitted Electronic Document by the recipient; (d) the storage and archiving of the Electronic Document by sender and recipient; and (e) the use by recipient of the Electronic Document for purposes permitted by this Agreement. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents. 23. Engineer—The individual or entity named as such in this Main Agreement. 24. Engineer’s Subcontractor—An individual, firm, vendor, or other entity having a contract with Engineer to furnish general services, equipment, or materials with respect to a Specific Project as an independent contractor. 25. 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. 26. Front-End Construction Contract Documents—Those Construction Contract Documents whose primary purpose is to establish legal and contractual terms and conditions, typically including the Owner-Contractor agreement, bonds, general conditions, and supplementary conditions. The term excludes the Drawings and Specifications, and any Construction Contract Documents delivered or issued after the effective date of the Construction Contract. 27. 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. 28. Main Agreement—The portion of the Agreement containing the general terms and conditions of the contract between Owner and Engineer, applicable to all Task Orders, including but not limited to provisions regarding task order procedures, Owner responsibilities, invoice and payment procedures, standard of care, ownership of documents, suspension and termination, and definitions. 29. Owner—The individual or entity named as such in this Main 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 Specific Projects. 30. Record Drawings—Drawings depicting the completed Specific Project, or a specific portion of the completed Specific Project, prepared by Engineer and based on Contractor's record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 31. Resident Project Representative—As authorized by a specific Task Order, the representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative (RPR) Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 28 of 33 includes any assistants or field staff of the RPR. The duties and responsibilities of the RPR (if any) will be as set forth in each Task Order. 32. 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. 33. 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. 34. Site—Lands or areas to be indicated in the Construction Contract Documents for a Specific Project as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements, and such other lands furnished by Owner which are designated for the use of Contractor. 35. 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. 36. Specific Project—A specifically identified and defined 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 a specific Task Order are a part. 37. Subconsultant—An individual, design firm, consultant, or other entity having a contract with Engineer to furnish professional services with respect to a Specific Project as an independent contractor. 38. 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. 39. Submittal—A written or graphic document, prepared by or for Contractor, which the Construction Contract Documents require Contractor to submit to Engineer, or that is indicated as a Submittal in the Schedule of Submittals accepted by Engineer. Submittals may include Shop Drawings and Samples; schedules; product data; Owner-delegated designs; sustainable design information; information on special procedures; testing plans; results of tests and evaluations, source quality-control testing and inspections, and field or Site quality-control testing and inspections; warranties and certifications; Suppliers’ instructions and reports; records of delivery of spare parts and tools; operations and maintenance data; Project photographic documentation; record documents; and other such documents required by the Contract Documents. Submittals, whether or not approved or accepted by Engineer, are not Construction Contract Documents. Change Proposals, Change Orders, Claims, notices, Applications for Payment, and requests for interpretation or clarification are not Submittals. 40. 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 Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 29 of 33 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. 41. 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. 42. Task Order—A document executed under this Main Agreement by Owner and Engineer (including incorporated exhibits and amendments if any), stating the scope of services, Engineer's compensation, times for performance of services, and other relevant information. 43. Total Project Costs—The total cost of planning, studying, designing, constructing, testing, commissioning, and start-up of the Specific Project, including Construction Cost and all other Specific Project labor, services, materials, equipment, insurance, and bonding costs, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other project-related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights- of-way, compensation for damages to properties and private utilities (including relocation if not part of Construction Cost), Owner’s costs for legal, accounting, insurance counseling, and auditing services, interest and financing charges incurred in connection with the Specific Project, and the cost of other services to be provided by others to Owner. 44. Underground Facilities—All active or not-in-service underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the Site, including but not limited to those facilities or systems that produce, transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. An abandoned facility or system is not an Underground Facility. 45. 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. 46. Work Change Directive—A written directive to Contractor issued on or after the effective date of the Construction Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work. B. Terminology 1. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 30 of 33 ARTICLE 8—EXHIBITS AND APPENDICES TO MAIN AGREEMENT; TASK ORDER FORM; EXHIBITS TO TASK ORDER; SPECIAL PROVISIONS 8.01 Exhibits to Main Agreement The following exhibits are incorporated by reference and included as part of this Main Agreement, and as such are applicable to all Task Orders: A. Reserved. B. Reserved. C. Exhibit C, Amendment to Main Agreement (form). D. Reserved. E. Reserved. F. Exhibit F, Electronic Documents Protocol (EDP). G. Exhibit G, Insurance. H. Reserved I. Exhibit I, Limitations of Liability. 8.02 Appendices to Main Agreement A. The following appendices are incorporated by reference and made a part of this Main Agreement: 1. Appendix 1—Reimbursable Expenses Schedule 2. Appendix 2—Standard Hourly Rates Schedule 8.03 Resource Documents: Task Order Form and Exhibits to Task Order A. The parties acknowledge the accompanying documents, “Part 3 of 4: Task Order Form” and “Part 4 of 4: Exhibits to Task Order.” These documents are a resource for the parties’ use when a specific Task Order is issued. To the extent practical and applicable to a Specific Project, the parties will use the Task Order Form and Exhibits to Task Order as the basis for preparing the specific Task Order and its exhibits. The Task Order Form and Exhibits to Task Order are not a part of this Main Agreement or binding on the parties except to the extent they serve as the basis for a duly executed Task Order and its exhibits. 8.04 Executed Task Orders and Their Exhibits A. When a specific Task Order is duly executed by Owner and Engineer, the Task Order and its exhibits become an integral part of the Agreement, governed by the Main Agreement and its exhibits. 8.05 Total Agreement; Amendments to Main Agreement and Task Orders A. This Agreement (as defined herein) constitutes the entire contractual agreement between Owner and Engineer and supersedes all prior written or oral understandings. B. Amendments: Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 31 of 33 1. This Main Agreement may only be amended, supplemented, modified, or canceled by a written instrument duly executed by both parties. Such written instruments should be based whenever possible on the format of Exhibit C to this Main Agreement. 2. Amendments and modifications to a Task Order may be made by execution of a new , expressly related Task Order, or by execution of a written amendment to the Task Order. 3. Nothing in any Task Order will be construed as revising or modifying the terms and conditions of the Main Agreement or its exhibits, except as expressly stated in such Task Order. 8.06 Designated Representatives A. With the execution of this Main Agreement, Engineer and Owner shall each designate a specific individual to act as representative under the Main Agreement. Such an individual must have authority to execute Task Orders, transmit instructions, receive information, and render decisions with respect to this Main Agreement, on behalf of the party that the individual represents. B. With the execution of each Task Order, Engineer and Owner shall each designate a specific individual to act as representative with respect to the Task Order. Such individual must have authority to transmit instructions, receive information, and render decisions with respect to the specific Task Order, on behalf of the party that the individual represents. 8.07 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 8.07: 1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. 8.08 Conflict of Interest A. Nothing in this Agreement will be construed to create or impose any duty on the part of Engineer that would be in conflict with Engineer’s paramount obligations to the public health, safety, and welfare under the professional practice requirements governing Engineer, its Subconsultants, and all licensed professionals employed by Engineer or its Subconsultants. B. If during the term of this Agreement a potential or actual conflict of interest arises or is identified: 1. Engineer and Owner together will make reasonable, good faith efforts to avoid or eliminate the conflict of interest; to mitigate any adverse consequences of the conflict Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 32 of 33 of interest; and, if necessary and feasible, to modify this Agreement to address the conflict of interest and its consequences, such that progress under the Agreement may continue. 2. Such efforts will be governed by applicable Laws and Regulat ions and by any pertinent Owner’s policies, procedures, and requirements (including any conflict of interest resolution methodologies) provided to Engineer under Paragraph 2.04.A of this Agreement. Main Agreement EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 33 of 33 This Main Agreement’s Effective Date is [date to be inserted at the time of execution]. Owner: Engineer: (name of organization) (name of organization) By: By: (individual’s signature) (individual’s signature) Date: Date: (date signed) (date signed) Name: Name: (typed or printed) (typed or printed) Title: Title: (typed or printed) (typed or printed) Attach evidence of authority to sign. Attach evidence of authority to sign. Attest: Attest: (individual’s signature) (individual’s signature) Title: Title: (typed or printed) (typed or printed) Address for giving notices: Address for giving notices: Designated Representative: Designated Representative: Name: Name: (typed or printed) (typed or printed) Title: Title: (typed or printed) (typed or printed) Address: Address: Phone: Phone: Email: Email: Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 1 EXHIBITS TO MAIN AGREEMENT TABLE OF CONTENTS EXHIBIT A—RESERVED EXHIBIT B—RESERVED EXHIBIT C—AMENDMENT TO MAIN AGREEMENT EXHIBIT D—RESERVED EXHIBIT E—RESERVED EXHIBIT F—ELECTRONIC DOCUMENTS PROTOCOL (EDP) EXHIBIT F—ATTACHMENT 1: SOFTWARE REQUIREMENTS FOR ELECTRONIC DOCUMENT EXCHANGE EXHIBIT G—INSURANCE EXHIBIT H—RESERVED EXHIBIT I—LIMITATIONS OF LIABILITY APPENDIX 1: REIMBURSABLE EXPENSES SCHEDULE APPENDIX 2: STANDARD HOURLY RATES SCHEDULE Exhibit A—Reserved. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT A—RESERVED Exhibit B—Reserved. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT B—RESERVED Exhibit C—Amendment to Main Agreement. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT C—AMENDMENT TO MAIN AGREEMENT AMENDMENT TO MAIN AGREEMENT Amendment No. [Enter Amendment Number] Owner: [Name of Owner] Engineer: [Name of Engineer] Effective Date of Agreement: [Effective Date of Main Agreement] Nature of Amendment: (Check those that apply) ☐ Modifications to responsibilities of Owner ☐ Modifications of payment to Engineer ☐ Modifications to term of Main Agreement ☐ Modifications to other terms and conditions of the Main Agreement Description of Modifications: [Here describe the modifications, in as much specificity and detail as needed. Use an attachment if necessary.] Owner and Engineer hereby agree to modify the above-referenced Main Agreement as set forth in this Amendment. The Effective Date of the Amendment is [Enter Effective Date of Amendment]. Owner Engineer (typed or printed name of organization) (typed or printed name of organization) By: By: (individual’s signature) (individual’s signature) (Attach evidence of authority to sign.) (Attach evidence of authority to sign.) Date: Date: (date signed) (date signed) Name: Name: (typed or printed) (typed or printed) Title: Title: (typed or printed) (typed or printed) Exhibit D—Reserved. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT D—RESERVED Exhibit E—Reserved. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT E—RESERVED Exhibit F—Electronic Documents Protocol (EDP). Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 5 EXHIBIT F—ELECTRONIC DOCUMENTS PROTOCOL (EDP) ARTICLE 1—ELECTRONIC DOCUMENTS PROTOCOL (EDP) Paragraph 6.03 of the Main Agreement is supplemented by the following Exhibit F Paragraph 1.01 and Exhibit F—Attachment 1: Software Requirements for Electronic Document Exchange: 1.01 Electronic Documents Protocol A. Electronic Transmittals: The parties shall conform to the following provisions together referred to as the Electronic Documents Protocol ("EDP" or "Protocol") for exchange of electronic transmittals. References to “Project” will mean the Specific Project, or the facilities program or other combination of projects undertaken with Engineer’s involvement, as the case may be. 1. Basic Requirements a. To the fullest extent practical, the parties agree to and will transmit and accept Electronic Documents by Electronic Means using the procedures described in this Protocol. Use of the Electronic Documents and any information contained therein is subject to the requirements of this Protocol and other provisions of the Agreement. b. The contents of the information in any Electronic Document will be the responsibility of the transmitting party. c. Electronic Documents as exchanged by this Protocol may be used in the same manner as the printed versions of the same documents that are exchanged using non-electronic format and methods, subject to the same governing requirements, limitations, and restrictions, set forth in the Agreement. d. Except as otherwise explicitly stated herein, the terms of this Protocol will be incorporated into any other agreement or subcontract between the Owner and Engineer and any third party for any portion of the Project, or any Project-related services, where that third party is, either directly or indirectly, required to exchange Electronic Documents with Owner, Engineer, or any Contractor or other entity directly contracted with the Owner to furnish Project-related services. Nothing herein will modify the requirements of the Agreement and applicable Construction Contract Documents regarding communications between and among the individual third parties and their respective subcontractors and consultants, except to the extent that any respective subcontractor or consultant exchanges Electronic Documents with the Owner or Engineer. e. When transmitting Electronic Documents, the transmitting Party makes no representations as to long term compatibility, usability, or readability of the items resulting from the receiving Party's use of software application packages, operating systems, or computer hardware differing from those established in this Protocol. f. Nothing herein negates any obligation (1) in the Agreement to create, provide, or maintain an original printed record version of Drawings and Specifications, signed and sealed according to applicable Laws and Regulations; (2) to comply with any Exhibit F—Electronic Documents Protocol (EDP). Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 5 applicable Law or Regulation governing the signing and sealing of design documents or the signing and electronic transmission of any other documents; or (3) to comply with any notice requirements limiting or otherwise modifying the acceptance of Electronic Documents for such notice. 2. System Infrastructure for Electronic Document Exchange a. Each party will provide hardware, operating system(s) software, internet, e-mail, and large file transfer functions ("System Infrastructure") at its own cost and sufficient for complying with the EDP requirements. With the exception of minimum standards set forth in this EDP and any explicit system requirements specified by attachment to this EDP, it will be the obligation of each party to determine, for itself, its own System Infrastructure. 1) The maximum size of an e-mail attachment for exchange of Electronic Documents under this EDP is [File Size] MB. Attachments larger than that may be exchanged using large file transfer functions or physical media. 2) Each Party assumes full and complete responsibility for any and all of its own costs, delays, deficiencies, and errors associated with converting, translating, updating, verifying, licensing, or otherwise enabling its System Infrastructure, including operating systems and software, for use with respect to this EDP. b. Each party is responsible for its own system operations, security, back-up, archiving, audits, printing resources, and other Information Technology ("IT") for maintaining operations of its System Infrastructure during the Project, including coordination with the party's individual(s) or entity responsible for managing its System Infrastructure and capable of addressing routine communications and other IT issues affecting the exchange of Electronic Documents. c. Each party will operate and maintain industry-standard, industry-accepted, ISO- standard, commercial-grade security software and systems that are intended to protect the other party from: software viruses and other malicious software like worms, trojans, adware; data breaches; loss of confidentiality; and other threats in the transmission to or storage of information from the other parties, including transmission of Electronic Documents by physical media such as CD/DVD/flash drive/hard drive. To the extent that a party maintains and operates such security software and systems, it will not be liable to the other party for any breach of system security. d. In the case of disputes, conflicts, or modifications to the EDP required to address issues affecting System Infrastructure, the parties will cooperatively resolve the issues; but, failing resolution, the Owner is authorized to make and require reasonable and necessary changes to the EDP to effectuate its original intent. If the changes cause additional cost or time to Engineer, not reasonably anticipated under the original EDP, Engineer shall be entitled to compensation as Additional Services for its costs associated with the revisions to the EDP, delayed adoption of this exhibit, or implementation of other Electronic Documents protocols. e. Each party is responsible for its own back-up and archive of documents sent and received during the term of any Project contract/agreement under this EDP, unless Exhibit F—Electronic Documents Protocol (EDP). Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 5 this EDP establishes a Project document archive, either as part of a mandatory Project website or other communications protocol, upon which the Parties may rely for document archiving during the specified term of operation of such project document archive. Further, each party remains solely responsible for its own post- Project back-up and archive of project documents, as each party deems necessary for its own purposes, after the term of contract, or termination of the project document archive, if one is established. f. If a receiving party receives an obviously corrupted, damaged, or unreadable Electronic Document, the receiving party will advise the sending party of the incomplete transmission. g. The parties will bring any non-conforming Electronic Documents into compliance with the EDP. The parties will attempt to complete a successful transmission of the Electronic Document or use an alternative delivery method to complete the communication. B. Software Requirements for Electronic Document Exchange; Limitations 1. Each party will acquire the software and software licenses necessary to create and transmit Electronic Documents and to read and to use any Electronic Documents received from the other party (and if relevant from third parties), using the software formats required in this section of the EDP. a. Prior to using any updated version of the software required in this section for sending Electronic Documents to the other party, the originating party will first notify and receive concurrence from the other party for use of the updated version or adjust its transmission to comply with this EDP. 2. The parties agree not to intentionally edit, reverse engineer, decrypt, remove security or encryption features, or convert to another format for modification purposes any Electronic Document or information contained therein that was transmitted in a software data format, including Portable Document Format (PDF), intended by sender not to be modified, unless the receiving party obtains the permission of the sending party or is citing or quoting excerpts of the Electronic Document for Project purposes. 3. Software and data formats for exchange of Electronic Documents will conform to the requirements set forth in the following Attachment 1 to this EDP, including software version, if listed. C. Format and Distribution of Deliverables 1. By definition, "Documents" as used in this Agreement are documents expressly identified as deliverables from Engineer to Owner. Exhibit A of each specific Task Order identifies various Documents that Engineer is required to deliver to Owner as part of Engineer's services; Exhibit B of each specific Task Order is a schedule of such Documents. Engineer will transmit such Documents to Owner in the formats identified in Attachment 1 to this Protocol. If no specific format is identified for a deliverable Document, the format will be Portable Document Format (PDF). 2. If a Document will be distributed to third parties, such as prospective bidders and contractors, reviewing agencies, or lenders, the transmittal format for distribution will Exhibit F—Electronic Documents Protocol (EDP). Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 5 be as identified in Attachment 1 to this Protocol; provided, however, that if a format for distribution of a specific Document is expressly stated in a specific Exhibit A, then the Exhibit A format will take precedence. If no specific format is identified for distribution of a deliverable Document to third parties, the format will be Portable Document Format (PDF). a. If a format for Document distribution other than Portable Document Format (PDF) is specified, Owner shall first obtain a written, signed release from each third party to which the deliverable Document is distributed, establishing agreement to the following conditions: 1) The content included in the Electronic Documents prepared by or for Engineer and covered by the request was prepared as an internal working document for Engineer's purposes solely, and is being provided to the third party on an "AS IS" basis without any warranties of any kind, including, but not limited to any implied warranties of fitness for any purpose. As such, the third party is advised and acknowledges that the content may not be suitable for the third party's application, or may require substantial modification and independent verification by the third party. The content may include limited resolution of models; not-to-scale schematic representations and symbols; use of notes to convey design concepts in lieu of accurate graphics; approximations; graphical simplifications; undocumented intermediate revisions; and other devices that may affect subsequent reuse. 2) Electronic Documents containing text, graphics, metadata, or other types of data that are provided to the Requesting Party are only for the convenience of the third party. Any conclusion or information obtained or derived from such data will be at the third party's sole risk and the third party waives any and all claims against Engineer or Owner arising from the use of the Electronic Documents covered by the request, or of any data contained in such Electronic Documents. 3) The third party shall indemnify and hold harmless Owner, Engineer, and Engineer's Subcontractors and Subconsultants, from all claims, damages, losses, and expenses, including attorneys' fees and defense costs arising out of or resulting from the third party's use, adaptation, or distribution of any Electronic Documents provided under the request. 4) The third party agrees not to sell, copy, transfer, forward, give away or otherwise distribute this information (in source or modified file format) to any third party without the direct written authorization of Engineer, unless such distribution is specifically identified in the request and is limited to the third party's subcontractors and consultants. The third party warrants that subsequent use by the third party's subcontractors and subconsultants will comply with all terms of the Construction Contract Documents and any specific instructions or conditions established by Owner. b. If Engineer is required to assist or participate in obtaining such releases from third parties, such services will be categorized as Additional Services. Exhibit F—Electronic Documents Protocol (EDP). Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 5 D. Requests by Project-Related Parties for Electronic Documents in Other Formats 1. Owner may release (or direct Engineer to release) an Electronic Document version of a Document prepared by or for Engineer, including but not limited to a deliverable Document as set forth in Exhibit F Paragraph 1.01.C, in a format other than those identified in Exhibit F Paragraph 1.01.B or 1.01.C of the Electronic Documents Protocol, or elsewhere in the Agreement, only if (a) a Contractor or other Project-related party (Requesting Party) makes a good faith request for such release, (b) Owner determines in its sole discretion that such release is prudent and will be beneficial to the Project, and (c) Owner obtains Requesting Party's written consent to the four conditions set forth in Exhibit F Paragraph 1.01.C.2.a.1-4 above. 2. Any services by Engineer in connection with Owner or Engineer providing a Document to a Requesting Party under this Exhibit F Paragraph 1.01.D are Additional Services. Such services may include but are not limited to preparing the data in a manner deemed appropriate by Engineer. Owner may require reimbursement from the Requesting Party for the cost of such Additional Services, but compensation by Owner to Engineer for the Additional Services is not contingent upon Owner obtaining reimbursement from the Requesting Party. Exhibit G—Insurance. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 4 EXHIBIT F—ATTACHMENT 1: SOFTWARE REQUIREMENTS FOR ELECTRONIC DOCUMENT EXCHANGE Item Electronic Documents Transmittal Means Data Format Note (1) a.1 General communications, transmittal covers, meeting notices, and responses to general information requests for which there is no specific prescribed form. Email Email a.2 Meeting agendas; meeting minutes; RFI’s and Responses to RFI’s; and Construction Contract administrative forms. Email w/Attach PDF (2) a.3 Contractor’s Submittals (Shop Drawings, “Or Equal” requests, Substitute requests, documentation accompanying Sample submittals and other Submittals) to Owner and Engineer; and, Owner’s and Engineer’s Responses to Contractor’s Submittals, Shop Drawings, Correspondence, and Applications for Payment Email w/Attach PDF a.4 Correspondence; Interim and Final Versions of reports, layouts, Specifications, Drawings, maps, calculations and spreadsheets, Construction Contract, Bidding/Proposal Documents, and Front-End Construction Contract Documents. Email w/ Attach or LFE PDF (3) a.5 Layouts, plans, maps, and Drawings to be submitted to Owner by Engineer for future use and modification Email w/ Attach or LFE DWG a.6 Correspondence, reports, and specifications to be submitted by Engineer to Owner for future word processing use and modification Email w/ Attach or LFE DOC a.7 Spreadsheets and data to be submitted to Owner by Engineer for future data processing use and modification Email w/ Attach or LFE EXC a.8 Database files and data to be submitted to Owner for future data processing use and modification Email w/ Attach or LFE DB Notes (1) All exchanges and uses of transmitted data are subject to the appropriate provisions of the Agreement and Construction Contract. (2) Transmittal of written notices is governed by requirements of the Agreement and Construction Contract. (3) Transmittal of Bidding/Proposal Documents and Front-End Construction Contract Documents will be in manner selected by Owner in Exhibit A, Paragraph 1.05.A.1.a. Unless otherwise expressly stated, these documents and the Construction Contract will be transmitted in PDF format, including transmittals to bidders and Contractor. Key EMAIL Standard Email formats (.htm, .rtf, or .txt). Do not use stationery formatting or other features that impair legibility of content on screen or in printed copies. LFE Agreed upon Large File Exchange method (FTP, CD, DVD, hard drive.) PDF Portable Document Format readable by Adobe® Acrobat Reader Version [number] or later. DWG Autodesk® AutoCAD. dwg format Version [number]. DOC Microsoft® Word. docx format Version [number]. EXC Microsoft® Excel .xlsx or .xml DB Microsoft® Access .mdb EXHIBIT G—INSURANCE Exhibit G—Insurance. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 4 ARTICLE 1—INSURANCE Paragraph 6.04 of the Main Agreement, Insurance, is supplemented to include the following Exhibit G Paragraphs 1.01 and 1.02: 1.01 Insurance Policies and Limits A. In accordance with Paragraph 6.04.A of the Main Agreement, the insurance that Engineer must procure and maintain, and the policy limits of such insurance, are as follows: 1. By Engineer: Coverage Policy limits of not less than: Workers’ Compensation State Statutory Employer’s Liability Each accident $500,000 Each employee $500,000 Policy limit $500,000 Commercial General Liability General Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Bodily Injury and Property Damage—Each Occurrence $1,000,000 Automobile Liability Bodily Injury Each Person $ Each Accident $ Property Damage Each Accident $ Or Combined Single Limit Combined Single Limit (Bodily Injury and Property Damage) $1,000,000 Excess or Umbrella Liability Each Occurrence $1,000,000 General Aggregate $1,000,000 Professional Liability Each Claim $2,000,000 Annual Aggregate $2,000,000 Unmanned Aerial Vehicle Liability Insurance Each Claim $ General Aggregate $ Other Insurance [Specify] Each Claim $ General Aggregate $ B. In accordance with Paragraph 6.04.C of the Main Agreement, the insurance that Owner must procure and maintain, and the policy limits of such insurance, are as follows: Exhibit G—Insurance. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 4 2. By Owner: If left blank, minimum amounts required by law shall be used Coverage Policy limits of not less than: Workers’ Compensation State Statutory Employer’s Liability Each accident $500,000 Each employee $500,000 Policy limit $500,000 Commercial General Liability General Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Bodily Injury and Property Damage—Each Occurrence $1,000,000 Automobile Liability Bodily Injury Each Person $ Each Accident $ Property Damage Each Accident $ Or Combined Single Limit Combined Single Limit (Bodily Injury and Property Damage) $1,000,000 Excess or Umbrella Liability Each Occurrence $1,000,000 General Aggregate $1,000,000 Professional Liability Each Claim $2,000,000 Annual Aggregate $2,000,000 Unmanned Aerial Vehicle Liability Insurance Each Claim $ General Aggregate $ Other Insurance [Specify] Each Claim $ General Aggregate $ 1.02 Additional Insureds A. Owner shall cause Engineer, its Subconsultants, and its Engineer's Subcontractors to be listed as additional insureds on any of Owner's general liability policies that are applicable to the Project. The following individuals or entities are to be listed on Owner's general liability policies of insurance (and on Contractor's policies required under Paragraph 6.04.D of the Main Agreement) as additional insureds: Name of Additional Insured Address [Engineer] [Engineer’s Corporate Address] [Engineer’s Subconsultant] [Subconsultant’s Corporate Address] Exhibit G—Insurance. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 4 Name of Additional Insured Address [Engineer’s Subconsultant] [Subconsultant’s Corporate Address] [Other Additional Insured] [Other Additional Insured’s Corporate Address] B. During the term of this Main Agreement the Engineer shall notify Owner of any other Subconsultant or Engineer's Subcontractor to be listed as an additional insured on Owner's and applicable Contractor's general liability policies of insurance. C. The Owner must be listed on Engineer's general liability policy as provided in Paragraph 6.04.B. D. For applicable Contractor's general liability policies of insurance, the additional insured endorsements will include both ongoing operations and products and completed operations coverage through ISO Endorsements CG 20 10 10 01 and CG 20 37 10 01 (together). If Contractor demonstrates to Owner that the specified ISO endorsements are not commercially available, then Contractor may satisfy this requirement by providing equivalent endorsements. E. For applicable Contractor's general liability policies of insurance, Contractor shall provide ISO Endorsement CG 20 32 07 04, "Additional Insured—Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent for Engineer, Subconsultants, and other design professional additional insureds. Exhibit H—Dispute Resolution. —Reserved. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 EXHIBIT H—DISPUTE RESOLUTION —RESERVED 1. Exhibit I—Limitations of Liability. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 2 EXHIBIT I—LIMITATIONS OF LIABILITY ARTICLE 1—LIMITATIONS OF LIABILITY Paragraph 6.10 of the Agreement is supplemented to include Exhibit I Paragraph(s) [specify 1.01, Mutual Indemnification; 1.02, Limitation of Engineer's Liability; or both]: 1.01 Mutual Indemnification A. Indemnification by Owner: To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants, and Engineer's Subcontractors, from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused b y any negligent act or omission of Owner or Owner's officers, directors, members, partners, agents, employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. 1.02 Limitation of Engineer's Liability A. Engineer's Liability Limited to Stated Amount, or Amount of Engineer's Compensation: To the fullest extent permitted by Laws and Regulations, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Engineer and Engineer's Subcontractors, officers, directors, members, partners, agents, employees, and Subconsultants, to Owner and anyone claiming by, through, or under Owner for any and all injuries, claims, losses, expenses, costs, or damages whatsoever (including but not limited to direct, indirect, special, incidental, punitive, exemplary, or consequential damages) arising out of, resulting from, or in any way related to the Project, to Engineer's or its Subconsultants' or Engineer's Subcontractor's services, or to this Agreement, from any cause or causes whatsoever, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied, of Engineer or Engineer's officers, directors, members, partners, agents, employees, or Subconsultants, or Engineer's Subcontractors, will not exceed the total amount of $100,000 or the total compensation received by Engineer under this Agreement, whichever is greater. Higher limits are available for an additional fee. B. Engineer's Liability Limited to Amount of Engineer's Compensation: To the fullest extent permitted by Laws and Regulations, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Engineer and Engineer's officers, directors, members, partners, agents, employees, Subconsultants, and Engineer's Subcontractors, to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever (including but not limited to direct, indirect, special, incidental, punitive, exemplary, or consequential damages) arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, Exhibit I—Limitations of Liability. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 2 indemnity obligations, or warranty express or implied of Engineer or Engineer's officers, directors, members, partners, agents, employees, Subconsultants, or Engineer's Subcontractors, will not exceed the total compensation received by Engineer under this Agreement. C. Engineer's Liability Limited to Amount of Insurance Proceeds: Engineer shall procure and maintain insurance as required by and set forth in Exhibit G to this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by Laws and Regulations, the total liability, in the aggregate, of Engineer and Engineer's officers, directors, members, partners, agents, employees, Subconsultants, and Engineer's Subcontractors to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever (including but not limited to direct, indirect, special, incidental, punitive, exemplary, or consequential damages) arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied, of Engineer or Engineer's officers, directors, members, partners, agents, employees, Subconsultants, or Engineer's Subcontractors (hereafter "Owner's Claims"), will be limited to (1) responsibility for payment of all or the applicable portion of any deductibles, either directly to the Engineer's insurers or in settlement or satisfaction, in whole or in part, of Owner's Claims, and (2) total insurance proceeds paid on behalf of or to Engineer by Engineer's insurers in settlement or satisfaction of Owner's Claims under the terms and conditions of Engineer's applicable insurance policies up to the amount of insurance required under this Agreement. 1. Such limitation will not be reduced, increased, or adjusted on account of legal fees paid, or costs and expenses of investigation, claims adjustment, defense, or appeal. 2. If no such insurance coverage is provided with respect to Owner's Claims, then the total liability, in the aggregate, of Engineer and Engineer's officers, directors, members, partners, agents, employees, Subconsultants, and Engineer's Subcontractors, to Owner and anyone claiming by, through, or under Owner, for any and all such uninsured Owner's Claims will not exceed $100,000. Appendix 1: Reimbursable Expenses Schedule. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 APPENDIX 1: REIMBURSABLE EXPENSES SCHEDULE Reimbursable Expenses are subject to review and adjustment on an annual basis. Rates and charges for Reimbursable Expenses as of the Effective Date of the Main Agreement are: Appendix 2: Standard Hourly Rates Schedule. Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition. Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 1 APPENDIX 2: STANDARD HOURLY RATES SCHEDULE D. Standard Hourly Rates 1. Standard Hourly Rates are set forth in this Appendix 2 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 the Agreement and the governing Task Order. 3. The Standard Hourly Rates are subject to annual adjustment. E. Schedule: Hourly rates for services performed on or after the date of the Agreement are: