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HomeMy WebLinkAboutPSA - Kitchen Duct at Century Center Proj No 125-060 - Jones Petrie Rafinski ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT MURRAY L. MILLER BREANA N. MICOU 1316 COUNTY-CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 PHONE 574/ 235-9251 FAX 574/ 235-9171 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS October 14, 2025 Mr. Edward J. Kowalczyk Jones Petrie Rafinski 325 S. Lafayette Blvd. South Bend, IN 46601 ekowalczyk@jpr1source.com RE: Professional Services Agreement Dear Mr. Kowalczyk: At its October 14, 2025 meeting, the Board of Public Works approved the above referenced agreement for the replacement of the kitchen duct at the Century Center, Project No. 125-060 in the amount of $30,000. Enclosed please find the original of the agreement for your signature. Please sign and return the agreement to hhorvath@southbendin.gov. Please retain a copy for your records. If you have any further questions, please call this office at (574) 235-9251. Sincerely, /s/ Hillary Horvath Hillary Horvath, Clerk Enclosures HH EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by AMERICAN COUNCIL OF ENGINEERING COMPANIES ______________________ ASSOCIATED GENERAL CONTRACTORS OF AMERICA ______________________ AMERICAN SOCIETY OF CIVIL ENGINEERS _______________________ PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A Practice Division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Laws and Regulations. EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Copyright © 2008 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474www.acec.org American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723www.asce.org Associated General Contractors of America 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308 (703) 548-3118www.agc.org The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held in trust for their benefit by NSPE. This Agreement has been prepared for use with the Standard General Conditions of the Construction Contract (EJCDC C-700, 2007 Edition). Their provisions are interrelated, and a change in one may necessitate a change in the other. For guidance on the completion and use of this Agreement, see EJCDC User’s Guide to the Owner-Engineer Agreement, EJCDC E-001, 2009 Edition. TABLE OF CONTENTS Page ARTICLE 1 – SERVICES OF ENGINEER .................................................................................................... 1 1.01 Scope ............................................................................................................................................. 1 ARTICLE 2 – OWNER’S RESPONSIBILITIES............................................................................................ 1 2.01 General .......................................................................................................................................... 1 ARTICLE 3 – SCHEDULE FOR RENDERING SERVICES ........................................................................ 2 3.01 Commencement ............................................................................................................................ 2 3.02 Time for Completion .................................................................................................................... 2 ARTICLE 4 – INVOICES AND PAYMENTS ............................................................................................... 2 4.01 Invoices ......................................................................................................................................... 2 4.02 Payments ....................................................................................................................................... 2 ARTICLE 5 – OPINIONS OF COST .............................................................................................................. 3 5.01 Opinions of Probable Construction Cost ..................................................................................... 3 5.02 Designing to Construction Cost Limit ......................................................................................... 3 5.03 Opinions of Total Project Costs ................................................................................................... 3 ARTICLE 6 – GENERAL CONSIDERATIONS ........................................................................................... 3 6.01 Standards of Performance ............................................................................................................ 3 6.02 Design Without Construction Phase Services ............................................................................. 5 6.03 Use of Documents ........................................................................................................................ 5 6.04 Insurance ....................................................................................................................................... 7 6.05 Suspension and Termination ........................................................................................................ 7 6.06 Controlling Law ............................................................................................................................ 9 6.07 Successors, Assigns, and Beneficiaries ........................................................................................ 9 6.08 Dispute Resolution........................................................................................................................ 9 6.09 Environmental Condition of Site................................................................................................ 10 6.10 Indemnification and Mutual Waiver .......................................................................................... 10 6.11 Miscellaneous Provisions ........................................................................................................... 11 ARTICLE 7 – DEFINITIONS ........................................................................................................................ 12 7.01 Defined Terms ............................................................................................................................ 12 ARTICLE 8 – EXHIBITS AND SPECIAL PROVISIONS .......................................................................... 15 8.01 Exhibits Included ........................................................................................................................ 15 8.02 Total Agreement ......................................................................................................................... 15 8.03 Designated Representatives ........................................................................................................ 16 8.04 Engineer's Certifications ............................................................................................................. 16 Page 1 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Owner and Engineer further agree as follows: ARTICLE 1 – SERVICES OF ENGINEER 1.01 Scope A.Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. ARTICLE 2 – OWNER’S RESPONSIBILITIES 2.01 General A.Owner shall have the responsibilities set forth herein and in Exhibit B. B.Owner shall pay Engineer as set forth in Exhibit C. C.Owner shall be responsible for, and Engineer may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Owner toEngineer pursuant to this Agreement. Engineer may use such requirements, programs, (“Effective Date”) between THIS IS AN AGREEMENT effective as of Board of Public Works, City of South Bend, Indiana (“Owner”) and (“Engineer”). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: ("Project"). Engineer's services under this Agreement are generally identified as follows: October 14, 2025 Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. instructions, reports, data, and information in performing or furnishing services under this Agreement. ARTICLE 3 – SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A.Engineer is authorized to begin rendering services as of the Effective Date. 3.02 Time for Completion A.Engineer shall complete its obligations within a reasonable time. Specific periods of time for rendering services are set forth or specific dates by which services are to be completed areprovided in Exhibit A, and are hereby agreed to be reasonable. B.If, through no fault of Engineer, such periods of time or dates are changed, or the orderly andcontinuous progress of Engineer’s services is impaired, or Engineer’s services are delayed or suspended, then the time for completion of Engineer’s services, and the rates and amounts of Engineer’s compensation, shall be adjusted equitably. C.If Owner authorizes changes in the scope, extent, or character of the Project, then the time forcompletion of Engineer’s services, and the rates and amounts of Engineer’s compensation, shallbe adjusted equitably. D.Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer’s performance of its services. E.If Engineer fails, through its own fault, to complete the performance required in this Agreementwithin the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to therecovery of direct damages, if any, resulting from such failure. ARTICLE 4 – INVOICES AND PAYMENTS 4.01 Invoices A.Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with itsstandard invoicing practices and the terms of Exhibit C. Engineer shall submit its invoices toOwner on a monthly basis. Invoices are due and payable within 35 days of receipt. 4.02 Payments A.Application to Interest and Principal: Payment will be credited first to any interest owed toEngineer and then to principal. B.Failure to Pay: If Owner fails to make any payment due Engineer for services and expenseswithin 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 Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2.Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all non-disputed amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineerfor any such suspension. C.Disputed Invoices: If Owner contests an invoice, Owner shall promptly advise Engineer of thespecific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. D.Legislative Actions: If after the Effective Date any governmental entity takes a legislative actionthat imposes taxes, fees, or charges on Engineer’s services or compensation under this Agreement,then the Engineer may invoice such new taxes, fees, or charges as a Reimbursable Expense towhich a factor of 1.0 shall be applied. Owner shall reimburse Engineer for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. ARTICLE 5 – OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A.Engineer’s opinions of probable Construction Cost are to be made on the basis of Engineer’s experience and qualifications and represent Engineer’s best judgment as an experienced and qualified professional generally familiar with the construction industry. However, becauseEngineer has no control over the cost of labor, materials, equipment, or services furnished byothers, or over contractors’ methods of determining prices, or over competitive bidding or marketconditions, 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, Owner must employ an independentcost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A.If a Construction Cost limit is established between Owner and Engineer, such Construction Cost limit and a statement of Engineer’s rights and responsibilities with respect thereto will be specifically set forth in Exhibit F, “Construction Cost Limit,” to this Agreement. 5.03 Opinions of Total Project Costs A.The services, if any, of Engineer with respect to Total Project Costs shall be limited to assistingthe Owner in collating the various cost categories which comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs. ARTICLE 6 – GENERAL CONSIDERATIONS 6.01 Standards of Performance A.Standard of Care: The standard of care for all professional engineering and related servicesperformed 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 Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer’s services. B.Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technicalaccuracy of Engineer’s services. Engineer shall correct deficiencies in technical accuracy withoutadditional compensation, unless such corrective action is directly attributable to deficiencies inOwner-furnished information. C.Consultants: Engineer may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantiveobjections by Owner. D.Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer andits Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E.Compliance with Laws and Regulations, and Policies and Procedures: 1. Engineer and Owner shall comply with applicable Laws and regulations. 2.Prior to the Effective Date, Owner provided to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under this Agreement. provided to Engineer in writing. Engineer shall comply with such policies andprocedures, subject to the standard of care set forth in Paragraph 6.01.A, and to the extentcompliance 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. Changes after the Effective Date to these Lawsand Regulations, or to Owner-provided written policies and procedures, may be the basisfor modifications to Owner’s responsibilities or to Engineer’s scope of services, times ofperformance, or compensation. F.Engineer shall not be required to sign any documents, no matter by whom requested, that wouldresult in the Engineer having to certify, guarantee, or warrant the existence of conditions whoseexistence the Engineer cannot ascertain. Owner agrees not to make resolution of any dispute withthe Engineer or payment of any amount due to the Engineer in any way contingent upon the Engineer signing any such documents. G.The general conditions for any construction contract documents prepared hereunder are to be the“Standard General Conditions of the Construction Contract” as prepared by the Engineers JointContract Documents Committee (EJCDC C-700, 2007 Edition) unless both parties mutually agreeto use other general conditions by specific reference in Exhibit J. H.Engineer shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Engineer have authority over or be responsible for the means, methods,techniques, sequences, or procedures of construction selected or used by any contractor, or thesafety precautions and programs incident thereto, for security or safety at the Site, nor for any Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. failure of a contractor to comply with Laws and Regulations applicable to such contractor’s furnishing and performing of its work. I.Engineer neither guarantees the performance of any Contractor nor assumes responsibility for anyContractor’s failure to furnish and perform the Work in accordance with the Contract Documents. J.Engineer shall not provide or have any responsibility for surety bonding or insurance-relatedadvice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. K.Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor, orSupplier, or of any of their agents or employees or of any other persons (except Engineer’s ownagents, employees, and Consultants) at the Site or otherwise furnishing or performing any Work;or for any decision made regarding the Contract Documents, or any application, interpretation, or clarification, of the Contract Documents, other than those made by Engineer. L.While at the Site, Engineer's employees and representatives shall comply with the specificapplicable requirements of Contractor's and Owner's safety programs of which Engineer has beeninformed in writing. 6.02 Design Without Construction Phase Services A.Engineer shall be responsible only for those Construction Phase services expressly required of Engineer in Exhibit A, Paragraph A1.05. With the exception of such expressly requiredservices, Engineer shall have no design, Shop Drawing review, or other obligations duringconstruction and Owner assumes all responsibility for the application and interpretation of theContract Documents, review and response to Contractor claims, contract administration, processing Change Orders, revisions to the Contract Documents during construction, construction surety bonding and insurance requirements, construction observation and review, review ofpayment applications, and all other necessary Construction Phase engineering and professionalservices. Owner waives all claims against the Engineer that may be connected in any way toConstruction Phase engineering or professional services except for those services that are expressly required of Engineer in Exhibit A, Paragraph A1.05. 6.03 Use of Documents A.The Owner acknowledges the Engineer’s construction documents, including all electronicfiles, as instruments of professional services. Nevertheless, the final construction documents,including all electronic files, prepared under this agreement shall become the property of the Owner upon completion of services and payment in full of all monies due to theEngineer. The Owner shall not reuse or make any modification to the constructiondocuments without the prior written authorization of the Engineer. All Documents areinstruments of service in respect to this Project, and Engineer shall retain an ownership andproperty interest therein (including the copyright and the right of reuse at the discretion of the Engineer) whether or not the Project is completed. Owner shall not rely in any way on any Document unless it is in printed form, signed or sealed by the Engineer or one of its Consultants. B.Either party to this Agreement may rely that data or information set forth on paper (also known ashard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C.Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data’s creator, the party receiving electronic files agreesthat it will perform acceptance tests or procedures within 60 days, after which the receiving partyshall be deemed to have accepted the data thus transferred. Any transmittal errors detected withinthe 60-day acceptance period will be corrected by the party delivering the electronic files. D.When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of such documents resultingfrom the use of software application packages, operating systems, or computer hardware differingfrom those used by the documents’ creator. E.Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Engineer grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt byEngineer of full payment for all services relating to preparation of the Documents and subject tothe following limitations: (1) Owner acknowledges that such Documents are not intended orrepresented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or anymodification of the Documents, without written verification, completion, or adaptation byEngineer, as appropriate for the specific purpose intended, will be at Owner’s sole risk andwithout liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from all claims,damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use,reuse, or modification of the Documents without written verification, completion, or adaptation byEngineer; and (4) such limited license to Owner shall not create any rights in third parties. F.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 compensateEngineer at rates or in an amount to be agreed upon by Owner and Engineer. G.At completion of any survey services and upon payment of monies due the Engineer forthose services, the Engineer shall provide the owner with all survey data and drawings, upon which it will become the property of the Owner. H.At completion of any traffic study services and upon payment of monies due the Engineerfor those services, the Engineer shall provide the owner with all data and models, uponwhich it will become the property of the Owner. Page 7 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. I.At completion of any geotechnical or material investigation services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with alldata, upon which it will become the property of the Owner. 6.04 Insurance A.Engineer shall procure and maintain insurance as set forth in Exhibit G, “Insurance.” Engineershall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Engineer. B.Owner shall procure and maintain insurance as set forth in Exhibit G, “Insurance.” Owner shallcause Engineer and its Consultants to be listed as additional insureds on any general liabilitypolicies and as loss payees on any property insurance policies carried by Owner which areapplicable to the Project. C.Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicledamage and injuries, and other insurance necessary to protect Owner's and Engineer's interests inthe Project. Owner shall require Contractor to cause Engineer and its Consultants to be listed asadditional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project. D.Owner and Engineer shall each deliver to the Owner other certificates of insurance evidencing thecoverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement ofEngineer’s services and at renewals thereafter during the life of the Agreement. E.All policies of property insurance relating to the Project shall contain provisions to the effect that Engineer’s and its Consultants’ interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Engineer or its Consultants, or anyinsureds, additional insureds, or loss payees thereunder. F.All policies of insurance shall contain a provision or endorsement that the coverage afforded willnot be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at least 30 days prior written notice has been given to Owner and Engineer and to each other additional insured (if any) to which a certificate of insurance has been issued. G.At any time, Owner may request that Engineer or its Consultants, at Owner’s sole expense,provide additional insurance coverage, increased limits, or revised deductibles that are moreprotective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requestedby Owner, and Exhibit G will be supplemented to incorporate these requirements. 6.05 Suspension and Termination A.Suspension: 1.By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. Page 8 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2.By Engineer: Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement if Engineer's performance has been substantially delayed through no fault of Engineer. B.Termination: The obligation to provide further services under this Agreement may be terminated: 1.For cause, a.By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b.By Engineer: 1)upon seven days written notice if Owner demands that Engineerfurnish or perform services contrary to Engineer’s responsibilities as a licensed professional; or 2)upon seven days written notice if the Engineer’s services for theProject are delayed or suspended for more than 90 days for reasonsbeyond Engineer’s control. 3)Engineer shall have no liability to Owner on account of such termination. c.Notwithstanding the foregoing, this Agreement will not terminate underParagraph 6.05.B.1.a if the party receiving such notice begins, within sevendays of receipt of such notice, to correct its substantial failure to performand 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 suchparty has diligently attempted to cure the same and thereafter continuesdiligently to cure the same, then the cure period provided for herein shallextend up to, but in no case more than, 60 days after the date of receipt of the notice. 2.For convenience, a.By Owner effective upon Engineer’s receipt of notice from Owner. C.Effective Date of Termination: The terminating party under Paragraph 6.05.B may set theeffective 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, andto assemble Project materials in orderly files. D.Payments Upon Termination: 1. In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with Page 9 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. this Agreement and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner shall have the limited right to the use of Documents, at Owner’s sole risk, subject to the provisions of Paragraph 6.03.E. 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shallbe entitled, in addition to invoicing for those items identified in Paragraph 6.05.D.1, toinvoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer’s Consultants, andother related close-out costs, using methods and rates for Additional Services as set forth inExhibit C. 6.06 Controlling Law A.This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. 6.07 Successors, Assigns, and Beneficiaries A.Owner and Engineer are hereby bound and the successors, executors, administrators, and legalrepresentatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such otherparty, in respect of all covenants, agreements, and obligations of this Agreement. B.Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including,but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent toan assignment, no assignment will release or discharge the assignor from any duty orresponsibility under this Agreement. C.Unless expressly provided otherwise in this Agreement: 1.Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Contractor, Subcontractor, Supplier, other individualor entity, or to any surety for or employee of any of them. 2.All duties and responsibilities undertaken pursuant to this Agreement will be for the soleand exclusive benefit of Owner and Engineer and not for the benefit of any other party. 3.Owner agrees that the substance of the provisions of this Paragraph 6.07.C shall appear in the Contract Documents. 6.08 Dispute Resolution A.Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights under law. Page 10 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. B.If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. 6.09 Environmental Condition of Site A.Owner has disclosed to Engineer in writing the existence of all known and suspected Asbestos,PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. B.Owner represents to Engineer that to the best of its knowledge no Constituents of Concern, otherthan those disclosed in writing to Engineer, exist at the Site. C.If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, thenEngineer shall notify (1) Owner and (2) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D.It is acknowledged by both parties that Engineer’s scope of services does not include any servicesrelated to Constituents of Concern. If Engineer or any other party encounters an undisclosedConstituent of Concern, or if investigative or remedial action, or other professional services, arenecessary with respect to disclosed or undisclosed Constituents of Concern, then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriatespecialist consultants or contractors to identify and, as appropriate, abate, remediate, or removethe Constituents of Concern; and (2) warrants that the Site is in full compliance with applicableLaws and Regulations. E.If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer’s services under this Agreement, then the Engineer shall have the optionof (1) accepting an equitable adjustment in its compensation or in the time of completion, or both;or (2) terminating this Agreement for cause on 30 days notice. F.Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an "owner" “arranger,” “operator,” “generator,” or “transporter” of hazardous substances, as defined in the ComprehensiveEnvironmental Response, Compensation, and Liability Act (CERCLA), as amended, which are ormay be encountered at or near the Site in connection with Engineer’s activities under thisAgreement. 6.10 Indemnification and Mutual Waiver A.Indemnification by Engineer: To the fullest extent permitted by law, Engineer shall indemnifyand hold harmless Owner, and Owner’s officers, directors, members, partners, agents, consultants,and employees from reasonable claims, costs, losses, and damages arising out of or relating to theProject, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligentact or omission of Engineer or Engineer’s officers, directors, members, partners, agents, Page 11 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. employees, or Consultants. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, “Limitations of Liability." B.Indemnification by Owner: Owner shall indemnify and hold harmless Engineer and its officers,directors, members, partners, agents, employees, and Consultants as required by Laws andRegulations and to the extent (if any) required in Exhibit I, Limitations of Liability. C.Environmental Indemnification: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but notlimited to all fees and charges of engineers, architects, attorneys and other professionals, and allcourt, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, orresulting from a Constituent of Concern at, on, or under the Site, provided that (1) 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 resultingtherefrom, and (2) nothing in this paragraph shall obligate Owner to indemnify any individual orentity from and against the consequences of that individual's or entity's own negligence or willfulmisconduct. D.Percentage Share of Negligence: To the fullest extent permitted by law, a party’s total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, ordamages caused in part by the negligence of the party and in part by the negligence of the otherparty or any other negligent entity or individual, shall not exceed the percentage share that theparty’s negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. E.Mutual Waiver: To the fullest extent permitted by law, Owner and Engineer waive against eachother, and the other’s employees, officers, directors, members, agents, insurers, partners, andconsultants, any and all claims for or entitlement to special, incidental, indirect, or consequentialdamages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A.Notices: Any notice required under this Agreement will be in writing, addressed to theappropriate party at its address on the signature page and given personally, by facsimile, byregistered or certified mail postage prepaid, or by a commercial courier service. All notices shallbe effective upon the date of receipt. B.Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C.Severability: Any provision or part of the Agreement held to be void or unenforceable under anyLaws or Regulations shall be deemed stricken, and all remaining provisions shall continue to bevalid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. Page 12 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. D.Waiver: A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E.Accrual of Claims: To the fullest extent permitted by law, all causes of action arising under thisAgreement shall be deemed to have accrued, and all statutory periods of limitation shallcommence, no later than the date of Substantial Completion. ARTICLE 7 – DEFINITIONS 7.01 Defined Terms A.Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular andplural forms) printed with initial capital letters have the meanings indicated in the text above, inthe exhibits, or in the following provisions: 1.Additional Services – The services to be performed for or furnished to Owner by Engineer in accordance with Part 2 of Exhibit A of this Agreement. 2.Agreement – This written contract for professional services between Owner andEngineer, including all exhibits identified in Paragraph 8.01 and any duly executedamendments. 3.Asbestos – Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the UnitedStates Occupational Safety and Health Administration. 4.Basic Services – The services to be performed for or furnished to Owner by Engineer inaccordance with Part 1 of Exhibit A of this Agreement. 5.Construction Contract – The entire and integrated written agreement between Owner and Contractor concerning the Work. 6.Construction Cost – The cost to Owner of those portions of the entire Project designed orspecified by Engineer. Construction Cost does not include costs of services of Engineeror other design professionals and consultants; cost of land or rights-of-way, or compensation for damages to properties; Owner’s costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection withthe Project; or the cost of other services to be provided by others to Owner pursuant toExhibit B of this Agreement. Construction Cost is one of the items comprising TotalProject Costs. 7.Constituent of Concern – Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, andPCBs) which is or becomes listed, regulated, or addressed pursuant to (a) theComprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.§§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) theClean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et Page 13 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. seq.; and (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 8.Consultants – Individuals or entities having a contract with Engineer to furnish serviceswith respect to this Project as Engineer’s independent professional associates andconsultants; subcontractors; or vendors. 9.Contract Documents – Those items so designated in the Construction Contract, including the Drawings, Specifications, construction agreement, and general and supplementaryconditions. Only printed or hard copies of the items listed in the Construction Contractare Contract Documents. Approved Shop Drawings, other Contractor submittals, and thereports and drawings of subsurface and physical conditions are not Contract Documents. 10.Contractor – The entity or individual with which Owner has entered into a Construction Contract. 11.Documents – Data, reports, Drawings, Specifications, Record Drawings, and otherdeliverables, whether in printed or electronic media format, provided or furnished inappropriate phases by Engineer to Owner pursuant to this Agreement. 12.Drawings – That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed byContractor. Shop Drawings are not Drawings as so defined. 13.Effective Date – The date indicated in this Agreement on which it becomes effective, butif no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. 14.Engineer – The individual or entity named as such in this Agreement. 15.Hazardous Waste – The term Hazardous Waste shall have the meaning provided inSection 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended fromtime to time. 16.Laws and Regulations; Laws or Regulations – Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies,authorities, and courts having jurisdiction. 17.Owner – The individual or entity with which Engineer has entered into this Agreementand for which the Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 18.PCBs – Polychlorinated biphenyls. 19.Petroleum – Petroleum, including crude oil or any fraction thereof which is liquid atstandard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-hazardous waste and crude oils. Page 14 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 20.Project – The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 21.Radioactive Material – Source, special nuclear, or byproduct material as defined by theAtomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time totime. 22.Record Drawings – Drawings depicting the completed Project, prepared by Engineer as an Additional Service and based solely on Contractor's record copy of all Drawings, Specifications, addenda, change orders, work change directives, field orders, and writteninterpretations and clarifications, as delivered to Engineer and annotated by Contractor toshow changes made during construction. 23.Reimbursable Expenses – The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 24.Resident Project Representative – The authorized representative of Engineer assigned toassist Engineer at the Site during the Construction Phase. As used herein, the termResident Project Representative or "RPR" includes any assistants or field staff ofResident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. 25.Samples – Physical examples of materials, equipment, or workmanship that arerepresentative of some portion of the Work and which establish the standards by whichsuch portion of the Work will be judged. 26.Shop Drawings – All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 27.Site – Lands or areas to be indicated in the Contract Documents as being furnished byOwner upon which the Work is to be performed, including rights-of-way and easementsfor access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 28.Specifications – That part of the Contract Documents consisting of written technicaldescriptions of materials, equipment, systems, standards, and workmanship as applied tothe Work and certain administrative details applicable thereto. 29.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 at the Site. 30.Substantial Completion – The time at which the Work (or a specified part thereof) hasprogressed to the point where, in the opinion of Engineer, the Work (or a specified partthereof) is sufficiently complete, in accordance with the Contract Documents, so that theWork (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. Page 15 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 31.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 Subcontractor. 32.Total Project Costs – The sum of the Construction Cost, allowances for contingencies,and the total costs of services of Engineer or other design professionals and consultants,together with such other Project-related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights-of-way, compensation for damages to properties, Owner’s costs for legal, accounting, insurance counseling and auditingservices, interest and financing charges incurred in connection with the Project, and thecost of other services to be provided by others to Owner pursuant to Exhibit B of thisAgreement. 33.Work – The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the resultof performing or providing all labor, services, and documentation necessary to producesuch construction, and furnishing, installing, and incorporating all materials andequipment into such construction, all as required by the Contract Documents. ARTICLE 8 – EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included: A.Exhibit A, Engineer’s Services. B.Exhibit B, Owner’s Responsibilities. C.Exhibit C, Payments to Engineer for Services and Reimbursable Expenses. D.Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative. E.Exhibit E, Notice of Acceptability of Work. F.Exhibit F, Construction Cost Limit. NOT INCLUDED G.Exhibit G, Insurance. H.Exhibit H, Dispute Resolution. NOT INCLUDED I.Exhibit I, Limitations of Liability. J.Exhibit J, Special Provisions. K.Exhibit K, Amendment to Owner-Engineer Agreement. NOT INCLUDED 8.02 Total Agreement: A.This Agreement, (together with the exhibits identified above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Page 16 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument based on the format of Exhibit K to this Agreement. 8.03 Designated Representatives: A.With the execution of this Agreement, Engineer and Owner shall designate specific individuals toact as Engineer’s and Owner’s representatives with respect to the services to be performed orfurnished by Engineer and responsibilities of Owner under this Agreement. Such an individual shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective party whom the individual represents. 8.04 Engineer's Certifications: A.Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competingfor or in executing the Agreement. For the purposes of this Paragraph 8.04: 1."corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in theAgreement execution; 2."fraudulent practice" means an intentional misrepresentation of facts made (a) toinfluence 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, personsor their property to influence their participation in the selection process or affect theexecution of the Agreement. Page 17 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Engineer: City of South Bend, Indiana Board of Public Works By: By: Title: Elizabeth A. Maradik, President Title: By: Title: Joseph R. Molnar, Vice President By: Title: Breana N. Micou, Member By: Title: Gary A. Gilot, Member By: Title: Murray Miller, Member Attest: Title: Hillary Horvath, Clerk Date: Date: Engineer License or Firm's Certificate No. State of: Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard South Bend, Indiana 46601 Designated Representative (Paragraph 8.03.A): Designated Representative (Paragraph 8.03.A): Abigail Magas, P.E. Title: Phone Number: Title: City Engineer Phone Number: (574) 235-9253 Facsimile Number: Facsimile Number: E-Mail Address:amagas@southbendin.gov E-Mail Address: David Rafinski Principal 09/26/2025 October 14, 2025 Page 1 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT A, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Engineer’s Services Article 1 of the Agreement is supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Services as set forth below. PART 1 – BASIC SERVICES A1.01 Study and Report Phase A.Engineer shall: 1.Consult with Owner to define and clarify Owner’s requirements for the Project andavailable data. 2.Advise Owner of any need for Owner to provide data or services of the types described in Exhibit B which are not part of Engineer’s Basic Services. 3.Identify, consult with, and analyze requirements of governmental authorities havingjurisdiction to approve the portions of the Project designed or specified by Engineer,including but not limited to mitigating measures identified in the environmentalassessment. 4.Identify and evaluate [insert specific number or list here] alternate solutions available toOwner and, after consultation with Owner, recommend to Owner those solutions which inEngineer’s judgment meet Owner’s requirements for the Project. 5.Prepare a report (the “Report”) which will, as appropriate, contain schematic layouts,sketches, and conceptual design criteria with appropriate exhibits to indicate the agreed-to requirements, considerations involved, and those alternate solutions available to Ownerwhich Engineer recommends. For each recommended solution Engineer will provide thefollowing, which will be separately itemized: opinion of probable Construction Cost;proposed allowances for contingencies; the estimated total costs of design, professional,and related services to be provided by Engineer and its Consultants; and, on the basis of information furnished by Owner, a summary of allowances for other items and servicesincluded within the definition of Total Project Costs. 6.Perform or provide the following additional Study and Report Phase tasks or deliverables:[here list any such tasks or deliverables] 7. Furnish review copies of the Report and any other deliverables to Owner within calendar days of the Effective Date and review it with Owner. Within calendar days ofreceipt, Owner shall submit to Engineer any comments regarding the Report and any otherdeliverables. Page 2 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 8.Revise the Report and any other deliverables in response to Owner’s comments, as appropriate, and furnish copies of the revised Report and any other deliverables to the Owner within calendar days of receipt of Owner’s comments. B.Engineer’s services under the Study and Report Phase will be considered complete on the datewhen the revised Report and any other deliverables have been delivered to Owner. A1.02 Preliminary Design Phase A.After acceptance by Owner of the Report and any other deliverables, selection by Owner of a recommended solution and indication of any specific modifications or changes in the scope, extent,character, or design requirements of the Project desired by Owner, and upon written authorizationfrom Owner, Engineer shall: 1.Prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications, and written descriptions of the Project. 2.Provide necessary field surveys and topographic and utility mapping for design purposes.Utility mapping will be based upon information obtained from utility owners. 3.Advise Owner if additional reports, data, information, or services of the types described inExhibit B are necessary and assist Owner in obtaining such reports, data, information, or services. 4.Based on the information contained in the Preliminary Design Phase documents, prepare arevised opinion of probable Construction Cost, and assist Owner in collating the variouscost categories which comprise Total Project Costs. 5.Perform or provide the following additional Preliminary Design Phase tasks or deliverables: [here list any such tasks or deliverables] 6. Furnish review copies of the Preliminary Design Phase documents and any other deliverables to Owner within calendar days of authorization to proceed with this phase, and review them with Owner. Within calendar days of receipt, Owner shall submit to Engineer any comments regarding the Preliminary Design Phase documents and any other deliverables. 7.Revise the Preliminary Design Phase documents and any other deliverables in response toOwner’s comments, as appropriate, and furnish to Owner copies of the revisedPreliminary Design Phase documents, revised opinion of probable Construction Cost, andany other deliverables within calendar days after receipt of Owner’s comments. B.Engineer’s services under the Preliminary Design Phase will be considered complete on the date when the revised Preliminary Design Phase documents, revised opinion of probable ConstructionCost, and any other deliverables have been delivered to Owner. Page 3 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. A1.03 Final Design Phase A.After acceptance by Owner of the Preliminary Design Phase documents, revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, and any otherdeliverables subject to any Owner-directed modifications or changes in the scope, extent,character, or design requirements of or for the Project, and upon written authorization from Owner,Engineer shall: 1.Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. 2.Provide technical criteria, written descriptions, and design data for Owner’s use in filingapplications for permits from or approvals of governmental authorities having jurisdictionto review or approve the final design of the Project; assist Owner in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities. 3.Advise Owner of any adjustments to the opinion of probable Construction Cost known toEngineer. 4.Perform or provide the following additional Final Design Phase tasks or deliverables: [here list any such tasks or deliverables] 5.Prepare and furnish bidding documents for review by Owner, its legal counsel, and otheradvisors, and assist Owner in the preparation of other related documents. Within daysof receipt, Owner shall submit to Engineer any comments and, subject to the provisions ofParagraph 6.01.G, instructions for revisions. 6.Revise the bidding documents in accordance with comments and instructions from the Owner, as appropriate, and submit final copies of the bidding documents, a revisedopinion of probable Construction Cost, and any other deliverables to Owner withincalendar days after receipt of Owner’s comments and instructions. B.Engineer’s services under the Final Design Phase will be considered complete on the date when the submittals required by Paragraph A1.03.A.6 have been delivered to Owner. C.In the event that the Work designed or specified by Engineer is to be performed or furnished undermore than one prime contract, or if Engineer’s services are to be separately sequenced with thework of one or more prime Contractors (such as in the case of fast-tracking), Owner and Engineershall, prior to commencement of the Final Design Phase, develop a schedule for performance of Engineer’s services during the Final Design, Bidding or Negotiating, Construction, and Post- Construction Phases in order to sequence and coordinate properly such services as are applicable tothe work under such separate prime contracts. This schedule is to be prepared and included in orbecome an amendment to Exhibit A whether or not the work under such contracts is to proceedconcurrently. D.The number of prime contracts for Work designed or specified by Engineer upon which the Engineer’s compensation has been established under this Agreement is . If more prime Page 4 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. contracts are awarded, Engineer shall be entitled to an equitable increase in its compensation under this Agreement. A1.04 Bidding or Negotiating Phase A.After acceptance by Owner of the bidding documents and the most recent opinion of probableConstruction Cost as determined in the Final Design Phase, and upon written authorization byOwner to proceed, Engineer shall: 1.Assist Owner in advertising for and obtaining bids or proposals for the Work and, where applicable, maintain a record of prospective bidders to whom Bidding Documents havebeen issued, attend pre-bid conferences, if any, and receive and process contractor depositsor charges for the bidding documents. 2.Issue addenda as appropriate to clarify, correct, or change the bidding documents. 3.Provide information or assistance needed by Owner in the course of any negotiations with prospective contractors. 4.Consult with Owner as to the acceptability of subcontractors, suppliers, and otherindividuals and entities proposed by prospective contractors for those portions of the Workas to which such acceptability is required by the bidding documents. 5.If bidding documents require, the Engineer shall evaluate and determine the acceptability of "or equals" and substitute materials and equipment proposed by bidders, but subject tothe provisions of paragraph A2.02.A.2 of this Exhibit A. 6.Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bidsor proposals and in assembling and awarding contracts for the Work. 7.Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables: [here list any such tasks or deliverables] B.The Bidding or Negotiating Phase will be considered complete upon commencement of theConstruction Phase or upon cessation of negotiations with prospective contractors (except as maybe required if Exhibit F is a part of this Agreement). A1.05 Construction Phase A.Upon successful completion of the Bidding and Negotiating Phase, and upon written authorizationfrom Owner, Engineer shall: 1.General Administration of Construction Contract: Consult with Owner and act as Owner’srepresentative as provided in the Construction Contract. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the Construction Contract shall not be modified, except as Engineer may otherwise agree in writing. All of Owner’sinstructions to Contractor will be issued through Engineer, which shall have authority to acton behalf of Owner in dealings with Contractor to the extent provided in this Agreementand the Construction Contract except as otherwise provided in writing. Page 5 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2.Resident Project Representative (RPR): Provide the services of an RPR at the Site to assist the Engineer and to provide more extensive observation of Contractor’s work. Duties, responsibilities, and authority of the RPR are as set forth in Exhibit D. The furnishing ofsuch RPR’s services will not limit, extend, or modify Engineer’s responsibilities orauthority except as expressly set forth in Exhibit D. [If Engineer will not be providing theservices of an RPR, then delete this Paragraph 2 by inserting the word “DELETED” after the paragraph title, and do not include Exhibit D.] 3.Selecting Independent Testing Laboratory: Assist Owner in the selection of anindependent testing laboratory to perform the services identified in Exhibit B, ParagraphB2.01.0. 4.Pre-Construction Conference: Participate in a Pre-Construction Conference prior to commencement of Work at the Site. 5.Schedules: Receive, review, and determine the acceptability of any and all schedules thatContractor is required to submit to Engineer, including the Progress Schedule, Schedule ofSubmittals, and Schedule of Values. 6.Baselines and Benchmarks: As appropriate, establish baselines and benchmarks for locating the Work which in Engineer’s judgment are necessary to enable Contractor to proceed. 7.Visits to Site and Observation of Construction: In connection with observations ofContractor’s Work while it is in progress: a.Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress of Contractor’s executed Work. Such visits and observationsby Engineer, and the Resident Project Representative, if any, are not intended to beexhaustive or to extend to every aspect of Contractor’s Work in progress or to involvedetailed inspections of Contractor’s Work in progress beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods ofgeneral observation of the Work based on Engineer’s exercise of professionaljudgment, as assisted by the Resident Project Representative, if any. Based oninformation obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. b.The purpose of Engineer’s visits to, and representation by the Resident ProjectRepresentative, if any, at the Site, will be to enable Engineer to better carry out theduties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer’s efforts as an experienced and qualified design professional, to provide for Owner a greater degree ofconfidence that the completed Work will conform in general to the ContractDocuments and that Contractor has implemented and maintained the integrity of thedesign concept of the completed Project as a functioning whole as indicated in the Page 6 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Contract Documents. Engineer shall not, during such visits or as a result of such observations of Contractor’s Work in progress, supervise, direct, or have control over Contractor’s Work, nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by Contractor, for security or safety at the Site, for safety precautions and programs incident to Contractor’s Work, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor’s furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor’s failure to furnish or perform the Work in accordance with the Contract Documents. 8.Defective Work: Reject Work if, on the basis of Engineer’s observations, Engineer believes that such Work (a) is defective under the standards set forth in the Contract Documents, (b) will not produce a completed Project that conforms to the ContractDocuments, or (c) will imperil the integrity of the design concept of the completed Projectas a functioning whole as indicated by the Contract Documents. 9.Clarifications and Interpretations; Field Orders: Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor’s work. Such clarifications and interpretations will be consistent with the intentof and reasonably inferable from the Contract Documents. Subject to any limitations in theContract Documents, Engineer may issue field orders authorizing minor variations in theWork from the requirements of the Contract Documents. 10.Change Orders and Work Change Directives: Recommend change orders and work change directives to Owner, as appropriate, and prepare change orders and work changedirectives as required. 11.Shop Drawings and Samples: Review and approve or take other appropriate action inrespect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning wholeas indicated by the Contract Documents. Such reviews and approvals or other action willnot extend to means, methods, techniques, sequences, or procedures of construction or tosafety precautions and programs incident thereto. Engineer shall meet any Contractor’s submittal schedule that Engineer has accepted. 12.Substitutes and “or-equal”: Evaluate and determine the acceptability of substitute or “or-equal” materials and equipment proposed by Contractor, but subject to the provisions ofParagraph A2.02.A.2 of this Exhibit A. 13.Inspections and Tests: Require such special inspections or tests of Contractor’s work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. Engineer’sreview of such certificates will be for the purpose of determining that the results certifiedindicate compliance with the Contract Documents and will not constitute an independentevaluation that the content or procedures of such inspections, tests, or approvals comply Page 7 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. with the requirements of the Contract Documents. Engineer shall be entitled to rely on the results of such tests. 14.Disagreements between Owner and Contractor: Render formal written decisions on allduly submitted issues relating to the acceptability of Contractor’s work or theinterpretation of the requirements of the Contract Documents pertaining to the execution,performance, or progress of Contractor’s Work; review each duly submitted Claim by Owner or Contractor, and in writing either deny such Claim in whole or in part, approve such Claim, or decline to resolve such Claim if Engineer in its discretion concludes that todo so would be inappropriate. In rendering such decisions, Engineer shall be fair and notshow partiality to Owner or Contractor and shall not be liable in connection with anydecision rendered in good faith in such capacity. 15.Applications for Payment: Based on Engineer’s observations as an experienced and qualified design professional and on review of Applications for Payment andaccompanying supporting documentation: a.Determine the amounts that Engineer recommends Contractor be paid. Suchrecommendations of payment will be in writing and will constitute Engineer’s representation to Owner, based on such observations and review, that, to the best of Engineer’s knowledge, information and belief, Contractor’s Work has progressed to thepoint indicated, the Work is generally in accordance with the Contract Documents(subject to an evaluation of the Work as a functioning whole prior to or uponSubstantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor’s being entitled to such payment appear to havebeen fulfilled in so far as it is Engineer’s responsibility to observe Contractor’s Work.In the case of unit price work, Engineer’s recommendations of payment will includefinal determinations of quantities and classifications of Contractor’s Work (subject to any subsequent adjustments allowed by the Contract Documents). b.By recommending any payment, Engineer shall not thereby be deemed to haverepresented that observations made by Engineer to check the quality or quantity ofContractor’s Work as it is performed and furnished have been exhaustive, extended toevery aspect of Contractor’s Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer’s review of Contractor’s Work for thepurposes of recommending payments nor Engineer’s recommendation of any paymentincluding final payment will impose on Engineer responsibility to supervise, direct, orcontrol Contractor’s Work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor’s compliance with Laws and Regulations applicable toContractor’s furnishing and performing the Work. It will also not impose responsibilityon Engineer to make any examination to ascertain how or for what purposes Contractorhas used the moneys paid on account of the Contract Price, or to determine that title to any portion of the Work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims, security interests, or encumbrances, or that there may not Page 8 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 16.Contractor’s Completion Documents: Receive, review, and transmit to Ownermaintenance and operating instructions, schedules, guarantees, bonds, certificates or otherevidence of insurance required by the Contract Documents, certificates of inspection, testsand approvals, Shop Drawings, Samples and other data approved as provided under Paragraph A1.05.A.11, and transmit the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain finalpayment. The extent of such review by Engineer will be limited as provided in ParagraphA1.05.A.11. 17.Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Owner and Contractor, visit the Project to determine if the Work is substantially complete. If after considering anyobjections of Owner, Engineer considers the Work substantially complete, Engineer shalldeliver a certificate of Substantial Completion to Owner and Contractor. 18.Additional Tasks: Perform or provide the following additional Construction Phase tasks or deliverables: [here list any such tasks or deliverables]. 19.Final Notice of Acceptability of the Work: Conduct a final visit to the Project to determineif the completed Work of Contractor is acceptable so that Engineer may recommend, inwriting, final payment to Contractor. Accompanying the recommendation for finalpayment, Engineer shall also provide a notice in the form attached hereto as Exhibit E (the “Notice of Acceptability of Work”) that the Work is acceptable (subject to the provisions of Paragraph A1.05.A.15.b) to the best of Engineer’s knowledge, information, and belief andbased on the extent of the services provided by Engineer under this Agreement. B.Duration of Construction Phase: The Construction Phase will commence with the execution ofthe first Construction Contract for the Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractors. If the Project involves more than one prime contract as indicated in Paragraph A1.03.C, then Construction Phase services may berendered at different times in respect to the separate contracts. Subject to the provisions of Article3, Engineer shall be entitled to an equitable increase in compensation if Construction Phaseservices (including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth in the Construction Contract. C.Limitation of Responsibilities: Engineer shall not be responsible for the acts or omissions of anyContractor, Subcontractor or Supplier, or other individuals or entities performing or furnishing anyof the Work, for safety or security at the Site, or for safety precautions and programs incident to Contractor's Work, during the Construction Phase or otherwise. Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the ContractDocuments. Page 9 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. A1.06 Post-Construction Phase A.Upon written authorization from Ownerduring the Post-Construction Phase Engineer shall: 1.Together with Owner, visit the Project to observe any apparent defects in the Work, assistOwner in consultations and discussions with Contractor concerning correction of any suchdefects, and make recommendations as to replacement or correction of defective Work, ifany. 2.Together with Owner or Owner’s representative, visit the Project within one month before the end of the correction period to ascertain whether any portion of the Work is subject tocorrection. 3.Perform or provide the following additional Post-Construction Phase tasks or deliverables:[Here list any such tasks or deliverables] B.The Post-Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate twelve months after the commencement of theConstruction Contract’s correction period. PART 2 – ADDITIONAL SERVICES A2.01 Additional Services Requiring Owner’s Written Authorization A.If authorized in writing by Owner, Engineer shall furnish or obtain from others Additional Servicesof the types listed below. 1.Preparation of applications and supporting documents (in addition to those furnished underBasic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any suchstatements and documents prepared by others; and assistance in obtaining approvals ofauthorities having jurisdiction over the anticipated environmental impact of the Project. 2.Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 3.Services resulting from significant changes in the scope, extent, or character of the portionsof the Project designed or specified by Engineer or its design requirements including, butnot limited to, changes in size, complexity, Owner’s schedule, character of construction, ormethod of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any othercauses beyond Engineer’s control. 4.Services resulting from Owner’s request to evaluate additional Study and Report Phasealternative solutions beyond those identified in Paragraph A1.01.A.4. Page 10 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 5.Services required as a result of Owner’s providing incomplete or incorrect Project information to Engineer. 6. Providing renderings or models for Owner’s use. 7.Undertaking investigations and studies including, but not limited to, detailed considerationof operations, maintenance, and overhead expenses; the preparation of financial feasibilityand cash flow studies, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting Owner in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and auditsor inventories required in connection with construction performed by Owner. 8.Furnishing services of Consultants for other than Basic Services. 9.Services attributable to more prime construction contracts than specified in Paragraph A1.03.D. 10.Services during out-of-town travel required of Engineer other than for visits to the Site orOwner’s office. 11.Preparing for, coordinating with, participating in and responding to structured independentreview processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibility review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings,Specifications, or other Bidding Documents as a result of such review processes. 12.Preparing additional Bidding Documents or Contract Documents for alternate bids or pricesrequested by Owner for the Work or a portion thereof. 13.Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required byExhibit F. 14.Providing construction surveys and staking to enable Contractor to perform its work otherthan as required under Paragraph A1.05.A.6, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 15.Providing Construction Phase services beyond the original date for completion andreadiness for final payment of Contractor. 16.Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. 17.Preparing Record Drawings showing appropriate record information based on Projectannotated record documents received from Contractor, and furnishing such RecordDrawings to Owner. 18.Preparation of operation and maintenance manuals. Page 11 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 19.Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration, or other dispute resolution process related to the Project. 20.Providing more extensive services required to enable Engineer to issue notices orcertifications requested by Owner. 21.Assistance in connection with the adjusting of Project equipment and systems. 22.Assistance to Owner in training Owner’s staff to operate and maintain Project equipment and systems. 23.Assistance to Owner in developing procedures for (a) control of the operation andmaintenance of Project equipment and systems, and (b) related record-keeping. 24.Overtime work requiring higher than regular rates. 25.Other services performed or furnished by Engineer not otherwise provided for in this Agreement. A2.02 Additional Services Not Requiring Owner’s Written Authorization A.Engineer shall advise Owner in advance that Engineer is will immediately commence to performor furnish the Additional Services of the types listed below. For such Additional Services,Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice from Owner. 1.Services in connection with work change directives and change orders to reflect changesrequested by Owner. 2.Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than “or-equal” items; services after the award of the Construction Contract in evaluating and determining the acceptability of a proposed "orequal" or substitution which is found to be inappropriate for the Project; evaluation anddetermination of an excessive number of proposed "or equals" or substitutions, whetherproposed before or after award of the Construction Contract. 3.Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 4.Additional or extended services during construction made necessary by (1) emergencies oracts of God endangering the Work (advance notice not required), (2) the presence at theSite of any Constituent of Concern or items of historical or cultural significance, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress scheduleinvolving services beyond normal working hours, or (6) default by Contractor. 5.Services (other than Basic Services during the Post-Construction Phase) in connection withany partial utilization of any part of the Work by Owner prior to Substantial Completion. Page 12 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 6.Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. 7.Services during the Construction Phase rendered after the original date for completion ofthe Work referred to in A1.05.B. 8.Reviewing a Shop Drawing more than three times, as a result of repeated inadequatesubmissions by Contractor. 9.While at the Site, compliance by Engineer and its staff with those terms of Owner's or Contractor's safety program provided to Engineer subsequent to the Effective Date thatexceed those normally required of engineering personnel by federal, state, or local safetyauthorities for similar construction sites. Page 1 (Exhibit B – Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT B, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Owner’s Responsibilities Article 2 of the Agreement is supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense: A.Provide Engineer with all criteria and full information as to Owner’s requirements for the Project,including design objectives and constraints, space, capacity and performance requirements,flexibility, and expandability, and any budgetary limitations; and furnish copies of all design andconstruction standards which Owner will require to be included in the Drawings andSpecifications; and furnish copies of Owner’s standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. B.Furnish to Engineer any other available information pertinent to the Project including reports anddata relative to previous designs, or investigation at or adjacent to the Site. C.Following Engineer’s assessment of initially-available Project information and data and uponEngineer’s request, furnish or otherwise make available such additional Project related information and data as is reasonably required to enable Engineer to complete its Basic and AdditionalServices. Such additional information or data would generally include the following: 1.Property descriptions. 2.Zoning, deed, and other land use restrictions. 3.Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 4.Explorations and tests of subsurface conditions at or contiguous to the Site, drawings ofphysical conditions relating to existing surface or subsurface structures at the Site, orhydrographic surveys, with appropriate professional interpretation thereof. 5.Environmental assessments, audits, investigations, and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6.Data or consultations as required for the Project but not otherwise identified in theAgreement or the Exhibits thereto. D.Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware ofthe presence at the Site of any Constituent of Concern, or of any other development that affects the scope or time of performance of Engineer’s services, or any defect or nonconformance inEngineer’s services, the Work, or in the performance of any Contractor. Page 2 (Exhibit B – Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. E.Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required. F.Arrange for safe access to and make all provisions for Engineer to enter upon public and privateproperty as required for Engineer to perform services under the Agreement. G.Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, andother documents presented by Engineer (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. H.Provide reviews, approvals, and permits from all governmental authorities having jurisdiction toapprove all phases of the Project designed or specified by Engineer and such reviews, approvals,and consents from others as may be necessary for completion of each phase of the Project. I.Recognizing and acknowledging that Engineer's services and expertise do not include the following services, provide, as required for the Project: 1.Accounting, bond and financial advisory, independent cost estimating, and insurancecounseling services. 2.Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer reasonably requests. 3.Such auditing services as Owner requires to ascertain how or for what purpose Contractorhas used the moneys paid. J.Place and pay for advertisement for Bids in appropriate publications. K.Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructibility review. L.Furnish to Engineer data as to Owner’s anticipated costs for services to be provided by others(including, but not limited to, accounting, bond and financial, independent cost estimating,insurance counseling, and legal advice) for Owner so that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs. M.If Owner designates a construction manager or an individual or entity other than, or in addition to,Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B theduties, responsibilities, and limitations of authority of such other party and the relation thereof tothe duties, responsibilities, and authority of Engineer. N.If more than one prime contract is to be awarded for the Work designed or specified by Engineer, designate a person or entity to have authority and responsibility for coordinating the activitiesamong the various prime Contractors, and define and set forth the duties, responsibilities, andlimitations of authority of such individual or entity and the relation thereof to the duties, Page 3 (Exhibit B – Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. O.Attend the pre-bid conference, bid opening, pre-construction conferences, construction progressand other job related meetings, and Substantial Completion and final payment visits to the Project. P.Provide the services of an independent testing laboratory to perform all inspections, tests, andapprovals of samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Q.Provide Engineer with the findings and reports generated by the entities providing services toOwner pursuant to this paragraph. R.Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. S.Perform or provide the following additional services: [Here list any such additional services]. Page 1 (Exhibit C – Compensation Decision Guide) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 1.Compensation for Basic Services (not including Resident Project Representative) (as described in Exhibit A, Part I) Decision Question: Which method of compensation is to be used? Lump Sum Standard Hourly Rates Percentage of Construction Costs Direct Labor Costs Times a Factor Direct Labor Costs Plus Overhead Plus a Fixed Fee Salary Costs Times a Factor Use This Base Compensation Packet Packet BC-1 Packet BC-2 Packet BC-3 Packet BC-4 Packet BC-5 Packet BC-6 Include This Appendix N/A Appendices 1 and 2 N/A Appendix 1 Appendix 1 Appendix 1 2.Compensation for Resident Project Representative (as described in Exhibit A, Paragraph A1.05.A.2, and in Exhibit D) Decision Question: Which method of compensation is to be used? Lump Sum Standard Hourly Rates Percentage of Construction Costs Direct Labor Costs Times a Factor Salary Costs Times a Factor Use This RPR Compensation Packet Packet RPR-1 Packet RPR-2 Packet RPR-3 Packet RPR-4 Packet RPR-5 Include This Appendix N/A Appendices 1 and 2 N/A Appendix 1 Appendix 1 COMPENSATION DECISION GUIDE FOR USE WITH EXHIBIT C TO EJCDC E-500, 2008 EDITION Compensation Decision Guide for Use with Exhibit C to EJCDC E-500, 2008 Edition Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Page 2 (Exhibit C – Compensation Decision Guide) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 3.Compensation for Additional Services (as described in Exhibit A, Part 2) Decision Question: Which method of compensation is to be used? Standard Hourly Rates Direct Labor Costs Times a Factor Salary Costs Times a Factor Use This Additional Services Compensation Packet Packet AS-1 Packet AS-2 Packet AS-3 Include This Appendix Appendices 1 and 2 Appendix 1 Appendix 1 Example: If Basic Services (other than RPR) will be compensated using Lump Sum; RPR services using Direct Labor Times a Factor; and Additional Services using Standard Hourly Rates; then use Packet BC-1; Packet RPR-4; Packet AS-1; and Appendices 1 and 2 to form Exhibit C. Page 1 Exhibit C –Compensation Packet BC-1: Basic Services (other than RPR) – Lump Sum Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. SUGGESTED FORMAT (for use with E-500, 2008 Edition) This is EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-1: Basic Services – Lump Sum Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation for Basic Services (other than Resident Project Representative) – Lump Sum Method of Payment A.Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services ofEngineer’s Resident Project Representative, if any, as follows: 1.A Lump Sum amount of $ based on the following estimated distribution of compensation: a.Study and Report Phase $ b.Preliminary Design Phase $ c.Final Design Phase $ d.Bidding and Negotiating Phase $ e.Construction Phase $ f.Post-Construction Phase $ 2.Engineer may alter the distribution of compensation between individual phases notedherein to be consistent with services actually rendered, but shall not exceed the total LumpSum amount unless approved in writing by the Owner. 3.The Lump Sum includes compensation for Engineer’s services and services of Engineer’sConsultants, if any. Appropriate amounts have been incorporated in the Lump Sum toaccount for labor, overhead, profit, and Reimbursable Expenses. 4.The portion of the Lump Sum amount billed for Engineer’s services will be based uponEngineer’s estimate of the percentage of the total services actually completed during the billing period. Page 2 Exhibit C –Compensation Packet BC-1: Basic Services (other than RPR) – Lump Sum Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. B.Period of Service: The compensation amount stipulated in Compensation Packet BC-1 is conditioned on a period of service not exceeding months. If such period of service is extended, the compensation amount for Engineer's services shall be appropriately adjusted. Page 1 Exhibit C –Compensation Packet BC-2: Basic Services (other than RPR) – Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-2: Basic Services – Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation For Basic Services (other than Resident Project Representative) – Standard Hourly Rates Method of Payment A.Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer’s Resident Project Representative, if any, as follows: 1.An amount equal to the cumulative hours charged to the Project by each class of Engineer’spersonnel times Standard Hourly Rates for each applicable billing class for all servicesperformed on the Project, plus Reimbursable Expenses and Engineer’s Consultants'charges, if any. 2.Engineer’s Reimbursable Expenses Schedule and Standard Hourly Rates are attached tothis Exhibit C as Appendices 1 and 2. 3.The total compensation for services under Paragraph C2.01 is estimated to be $based on the following estimated distribution of compensation: a.Study and Report Phase $_______________________ b.Preliminary Design Phase $_______________________ c.Final Design Phase $_______________________ d.Bidding or Negotiating Phase $_______________________ e.Construction Phase $_______________________ f.Post-Construction Phase $_______________________ 4.Engineer may alter the distribution of compensation between individual phases of the worknoted herein to be consistent with services actually rendered, but shall not exceed the totalestimated compensation amount unless approved in writing by Owner. See also C2.03.C.2below. 5.The total estimated compensation for Engineer’s services included in the breakdown by phases as noted in Paragraph C2.01.A.3 incorporates all labor, overhead, profit,Reimbursable Expenses and Engineer’s Consultants' charges. Page 2 Exhibit C –Compensation Packet BC-2: Basic Services (other than RPR) – Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 6.The amounts billed for Engineer’s services under Paragraph C2.01 will be based on the cumulative hours charged to the Project during the billing period by each class of Engineer’s employees times Standard Hourly Rates for each applicable billing class, plusReimbursable Expenses and Engineer’s Consultants' charges. 7. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually(as of ) to reflect equitable changes in the compensation payable to Engineer. C2.02 Compensation For Reimbursable Expenses A.Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix 1 to thisExhibit C. B.Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls and mobile phone charges; reproduction of reports, Drawings, Specifications,Bidding Documents, and similar Project-related items in addition to those required under ExhibitA. In addition, if authorized in advance by Owner, Reimbursable Expenses will also includeexpenses incurred for the use of highly specialized equipment. C.The amounts payable to Engineer for Reimbursable Expenses will be the Project-related internal expenses actually incurred or allocated by Engineer, plus all invoiced external ReimbursableExpenses allocable to the Project, the latter multiplied by a factor of . C2.03 Other Provisions Concerning Payment A.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, those charges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of . B.Factors. The external Reimbursable Expenses and Engineer’s Consultants' factors includeEngineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. Page 3 Exhibit C –Compensation Packet BC-2: Basic Services (other than RPR) – Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C.Estimated Compensation Amounts: 1.Engineer’s estimate of the amounts that will become payable for specified services are only estimates for planning purposes, are not binding on the parties, and are not the minimum ormaximum amounts payable to Engineer under the Agreement. 2.When estimated compensation amounts have been stated herein and it subsequentlybecomes apparent to Engineer that the total compensation amount thus estimated will be exceeded, Engineer shall give Owner written notice thereof, allowing Owner to consider its options, including suspension or termination of Engineer's services for Owner'sconvenience. Upon notice, Owner and Engineer promptly shall review the matter ofservices remaining to be performed and compensation for such services. Owner shalleither exercise its right to suspend or terminate Engineer's services for Owner's convenience, agree to such compensation exceeding said estimated amount, or agree to a reduction in the remaining services to be rendered by Engineer, so that total compensationfor 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 andEngineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in the compensation due Engineer or a reduction in the remaining services, then Engineer shall be paid for all services rendered hereunder. D.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request, Engineershall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet BC-3: Basic Services (other than RPR) –Percentage of Construction Cost Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-3: Basic Services – Percentage of Construction Cost Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation for Basic Services (other than Resident Project Representative) – Percentage of Construction Cost Method of Payment A.Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer’s Resident Project Representative, if any, as follows: 1.General: An amount equal to percent of the Construction Cost. This amountincludes compensation for Engineer’s Services and services of Engineer’s Consultants, ifany. The percentage of Construction Cost noted herein accounts for labor, overhead, profit,and Reimbursable Expenses. 2.As a basis for payment to Engineer, Construction Cost will be based on one or more of thefollowing determinations with precedence in the order listed for Work designed orspecified by Engineer: a.For Work designed or specified and incorporated in the completed Project, the actualfinal price of the Construction Contract(s), as duly adjusted by change orders. b.For Work designed or specified but not constructed, the lowest bona fide Bid receivedfrom a qualified bidder for such Work; or, if the Work is not bid, the lowest bona fidenegotiated proposal for such Work. c.For Work designed or specified but not constructed upon which no such Bid orproposal is received, Engineer’s most recent opinion of probable Construction Cost. d.Labor furnished by Owner for the Project will be included in the Construction Cost atcurrent market rates including a reasonable allowance for overhead and profit.Materials and equipment furnished by Owner will be included at current market prices. e.For purposes of determining Construction Cost under this provision, no deduction is tobe made from Construction Contract pricing on account of any penalty, liquidated damages, or other amounts withheld from payments to Contractor(s). 3.Progress Payments: Page 2 Exhibit C – Compensation Packet BC-3: Basic Services (other than RPR) –Percentage of Construction Cost Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. a.The portion of the amounts billed for Engineer’s services which is on account of the Percentage of Construction Cost will be based upon Engineer’s estimate of the percentage of the total services actually completed during the billing period. b.Upon conclusion of each phase of Basic Services, Owner shall pay such additionalamount, if any, as may be necessary to bring total compensation paid during such phaseon account of the percentage of Construction Cost to the following estimated percentages of total compensation payable on account of the percentage of Construction Cost for all phases of Basic Services: Study and Report Phase % Preliminary Design Phase % Final Design Phase % Bidding or Negotiating Phase % Construction Phase % 100% c.Engineer may alter the distribution of compensation between individual phases of the work noted herein to be consistent with services actually rendered, but shall not exceed the total estimated compensation amount unless approved in writing by Owner. Page 3 Exhibit C – Compensation Packet BC-4: Basic Services (other than RPR) – Direct Labor Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-4: Basic Services – Direct Labor Costs Times a Factor Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation for Basic Services (other than Resident Project Representative) – Direct Labor Costs Times a Factor Method of Payment A.Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer’s Resident Project Representative, if any, as follows: 1.An amount equal to Engineer’s Direct Labor Costs times a factor of for the servicesof Engineer’s personnel engaged on the Project, plus Reimbursable Expenses, estimated tobe $__________________, and Engineer’s Consultant’s charges, if any, estimated to be$__________________. 2.Engineer’s Reimbursable Expenses Schedule is attached to this Exhibit C as Appendix 1. 3.The total compensation for services under Paragraph C2.01 is estimated to be$__________________ based on the following distribution of compensation: a.Study and Report Phase $______________________ b.Preliminary Design Phase $______________________ c.Final Design Phase $______________________ d.Bidding or Negotiating Phase $______________________ e.Construction Phase $______________________ f.Post-Construction Phase $______________________ 4.Engineer may alter the distribution of compensation between individual phases of the worknoted herein to be consistent with services actually rendered, but shall not exceed the totalestimated compensation amount unless approved in writing by Owner. See C2.03.C.2below. Page 4 Exhibit C – Compensation Packet BC-4: Basic Services (other than RPR) – Direct Labor Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 5.The total estimated compensation for Engineer’s services included in the breakdown by phases as noted in Paragraph C2.01.A.3, incorporates all labor, overhead, profit, Reimbursable Expenses, and Engineer’s Consultant’s charges. 6.The portion of the amounts billed for Engineer’s services which are related to servicesrendered on a Direct Labor Costs times a Factor basis will be billed based on the applicableDirect Labor Costs for the cumulative hours charged to the Project by Engineer’s principals and employees multiplied by the above-designated factor, plus Reimbursable Expenses and Engineer’s Consultant’s charges incurred during the billing period. 7.Direct Labor Costs means salaries and wages paid to employees but does not includepayroll-related costs or benefits. 8.The Direct Labor Costs and the factor applied to Direct Labor Costs will be adjusted annually (as of ) to reflect equitable changes to the compensation payable to Engineer. C2.02 Compensation for Reimbursable Expenses A.Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix 1 to thisExhibit C. B.Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; tolltelephone calls and mobile phone charges; reproduction of reports, Drawings, Specifications,Bidding Documents, and similar Project-related items in addition to those required under ExhibitA. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. C.The amounts payable to Engineer for Reimbursable Expenses will be the Project-related internalexpenses actually incurred or allocated by Engineer, plus all invoiced external ReimbursableExpenses allocable to the Project, the latter multiplied by a factor of . D.The Reimbursable Expenses Schedule will be adjusted annually (as of ) to reflect equitable changes in the compensation payable to Engineer. Page 5 Exhibit C – Compensation Packet BC-4: Basic Services (other than RPR) – Direct Labor Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C2.03 Other Provisions Concerning Payment A.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, thosecharges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of . B.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s factors includeEngineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. C.Estimated Compensation Amounts: 1.Engineer’s estimate of the amounts that will become payable for specified services are onlyestimates for planning purposes, are not binding on the parties, and are not the minimum ormaximum amounts payable to Engineer under the Agreement. 2.When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will beexceeded, Engineer shall give Owner written notice thereof, allowing Owner to consider itsoptions, including suspension or termination of Engineer's services for Owner'sconvenience. Upon notice, Owner and Engineer promptly shall review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services for Owner'sconvenience, agree to such compensation exceeding said estimated amount, or agree to areduction in the remaining services to be rendered by Engineer, so that total compensationfor such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend Engineer's services during negotiations and Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in thecompensation due Engineer or a reduction in the remaining services, then Engineer shall bepaid for all services rendered hereunder. 3.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request, Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet BC-5: Basic Services (other than RPR) – Direct Labor Costs Plus Overhead Plus a Fixed Fee Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-5: Basic Services – Direct Labor Costs Plus Overhead Plus a Fixed Fee Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation for Basic Services (other than Resident Project Representative) – Direct Labor Costs Plus Overhead Plus a Fixed Fee Method of Payment A.Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services ofEngineer’s Resident Project Representative, if any, as follows: 1.An amount equal to Engineer’s Direct Labor Costs plus overhead for the services ofEngineer’s personnel engaged directly on the Project, plus Reimbursable Expensesestimated to be $__________________, plus Engineer’s Consultant’s charges, if any, estimated to be $__________________, plus a fixed fee of $__________________. 2.Engineer’s Reimbursable Expenses Schedule is attached to this Exhibit C as Appendix 1. 3.The total compensation for services under Paragraph C2.01 is estimated to be$__________________ based on the following estimated distribution of compensation: a.Study and Report Phase $______________________ b.Preliminary Design Phase $______________________ c.Final Design Phase $______________________ d.Bidding or Negotiating Phase $______________________ e.Construction Phase $______________________ f.Post-Construction Phase $______________________ 4.Engineer may alter the distribution of compensation between individual phases of the worknoted herein to be consistent with services actually rendered, but shall not exceed the totalestimated compensation amount unless approved in writing by Owner. See ParagraphC2.03.C.2 below. Page 2 Exhibit C – Compensation Packet BC-5: Basic Services (other than RPR) – Direct Labor Costs Plus Overhead Plus a Fixed Fee Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 5.The total estimated compensation for Engineer’s services, included in the breakdown by phases as noted in Paragraph C2.01.A.3, incorporates all labor, overhead, fixed fees, Reimbursable Expenses, and Engineer’s Consultant’s charges. 6.The portion of the amounts billed for Engineer’s services will be based on the applicableDirect Labor Costs for the cumulative hours charged to the Project during the billing periodby Engineer’s employees plus overhead, Reimbursable Expenses, Engineer’s Consultant’s charges, and the proportionate portion of the fixed fee. 7.Direct Labor Costs means salaries and wages paid to employees but does not includepayroll-related costs or benefits. 8.Overhead includes the cost of customary and statutory benefits including, but not limitedto, social security contributions, unemployment, excise and payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, vacation, and holiday pay applicable thereto; the cost of general and administrative overhead which includessalaries and wages of employees engaged in business operations not directly chargeable toprojects, plus non-Project operating costs, including but not limited to, business taxes,legal, rent, utilities, office supplies, insurance, and other operating costs. Overhead shall be computed as a percentage of Direct Labor Costs. Fixed fee is the lump sum amount paid to Engineer by Owner as margin or profit and will only be adjusted by an amendment to thisagreement. 9.Direct Labor Costs and Overhead applied to Direct Labor Costs will be adjusted annually(as of ____________) to reflect equitable changes in the compensation payable to Engineer. C2.02 Compensation for Reimbursable Expenses A.Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix 1 to this Exhibit C. B.Reimbursable Expenses include the following categories: transportation and subsistence incidentalthereto; providing and maintaining field office facilities including furnishings and utilities; tolltelephone calls and mobile phone charges, reproduction of reports, Drawings, Specifications,Bidding Documents, and similar Project-related items in addition to those required under Exhibit A. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. C.The amounts payable to Engineer for Reimbursable Expenses will be the Project-related internalexpenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to the Project, the latter multiplied by a factor of . D.The Reimbursable Expenses Schedule will be adjusted annually (as of ____________) to reflectequitable changes in the compensation payable to Engineer. Page 3 Exhibit C – Compensation Packet BC-5: Basic Services (other than RPR) – Direct Labor Costs Plus Overhead Plus a Fixed Fee Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C2.03 Other Provisions Concerning Payment A.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, thosecharges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of . B.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s factors includeEngineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. C.Estimated Compensation Amounts: 1.Engineer’s estimate of the amounts that will become payable for specified services are onlyestimates for planning purposes, are not binding on the parties, and are not the minimum ormaximum amounts payable to Engineer under the Agreement. 2.When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will beexceeded, Engineer shall give Owner written notice thereof, allowing Owner to consider itsoptions, including suspension or termination of Engineer's services for Owner'sconvenience. Upon notice, Owner and Engineer promptly shall review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services for Owner'sconvenience, agree to such compensation exceeding said estimated amount, or agree to areduction in the remaining services to be rendered by Engineer, so that total compensationfor such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend Engineer's services during negotiations and Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in thecompensation due Engineer or a reduction in the remaining services, then Engineer shall bepaid for all services rendered hereunder. D.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request, Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet BC-6: Basic Services (other than RPR) – Salary Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-6: Basic Services – Salary Costs Times a Factor Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation for Basic Services (other than Resident Project Representative) – Salary Costs Times a Factor Method of Payment A.Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer’s Resident Project Representative, if any, as follows: 1.An amount equal to Engineer’s Salary Costs times a factor of for all Basic Servicesby principals and employees engaged directly on the Project, plus Reimbursable Expenses,estimated to be $_____________________, and Engineer’s Consultant’s charges, if any,estimated to be $_____________________. 2.Engineer’s Reimbursable Expenses Schedule is attached to this Exhibit C as Appendix 1. 3.The total compensation for services under Paragraph C2.01 is estimated to be$_____________________ based on the following assumed distribution of compensation: a.Study and Report Phase $_____________________ b.Preliminary Design Phase $_____________________ c.Final Design Phase $_____________________ d.Bidding or Negotiating Phase $_____________________ e.Construction Phase $_____________________ f.Post-Construction Phase $_____________________ 4.Engineer may alter the distribution of compensation between individual phases of the work noted herein to be consistent with services actually rendered, but shall not exceed the totalestimated compensation amount unless approved in writing by Owner. See also ParagraphC2.03.C.2 below. 5.The total compensation for Engineer’s services, included in the breakdown by phases asnoted in Paragraph C2.01.A.3, incorporates all labor, overhead, profit, Reimbursable Expenses, and Engineer’s Consultant’s charges. Page 2 Exhibit C – Compensation Packet BC-6: Basic Services (other than RPR) – Salary Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 6.The portion of the amounts billed for Engineer’s services will be based on the applicable Salary Costs for the cumulative hours charged to the Project incurred during the billing period by Engineer’s principals and employees multiplied by the above designated factor,plus Reimbursable Expenses and Engineer’s Consultant’s charges. 7.Salary Costs means salaries and wages paid to Engineer’s employees plus the cost ofcustomary and statutory benefits including, but not limited to, social security contributions, unemployment, excise and payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, vacation, and holiday pay applicable thereto. 8.The Salary Costs and the factor applied to Salary Costs will be adjusted annually (as of ) to reflect equitable changes in the compensation payable to Engineer. C2.02 Compensation for Reimbursable Expenses A.Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix 1 to thisExhibit C. B.Reimbursable Expenses include the following categories: transportation and subsistence incidentalthereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls and mobile phone charges; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project-related items in addition to those required under ExhibitA. In addition, if authorized in advance by Owner, Reimbursable Expenses will also includeexpenses incurred for the use of highly specialized equipment. C.The amounts payable to Engineer for Reimbursable Expenses will be the Project-related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to the Project, the latter multiplied by a factor of . D.The Reimbursable Expenses Schedule will be adjusted annually (as of ) to reflect equitablechanges in the compensation payable to Engineer. Page 3 Exhibit C – Compensation Packet BC-6: Basic Services (other than RPR) – Salary Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C2.03 Other Provisions Concerning Payment A.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, thosecharges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of . B.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s factors includeEngineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. C.Estimated Compensation Amounts: 1.Engineer’s estimate of the amounts that will become payable for specified services are onlyestimates for planning purposes, are not binding on the parties, and are not the minimum ormaximum amounts payable to Engineer under the Agreement. 2.When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will beexceeded, Engineer shall give Owner written notice thereof, allowing Owner to consider itsoptions, including suspension or termination of Engineer's services for Owner'sconvenience. Upon notice, Owner and Engineer promptly shall review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services for Owner'sconvenience, agree to such compensation exceeding said estimated amount, or agree to areduction in the remaining services to be rendered by Engineer, so that total compensationfor such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend Engineer's services during negotiations and Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in thecompensation due Engineer or a reduction in the remaining services, then Engineer shall bepaid for all services rendered hereunder. D.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request, Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet RPR-1: Resident Project Representative Services – Lump Sum Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET RPR-1: Resident Project Representative – Lump Sum Article 2 of the Agreement is supplemented to include the following agreement of the parties: C2.04 Compensation for Resident Project Representative Basic Services – Lump Sum Method of Payment A.Owner shall pay Engineer for Resident Project Representative Basic Services as follows: 1.Resident Project Representative Services: For services of Engineer’s Resident Project Representative, if any, under Paragraph A1.05 of Exhibit A, the Lump Sum amount of$ _______________ . The Lump Sum includes compensation for the ResidentProject Representative’s services, and for the services of any direct assistants to theResident Project Representative. Appropriate amounts have been incorporated in the LumpSum to account for labor, overhead, profit, and Reimbursable Expenses related to the Resident Project Representative’s Services. 2.Resident Project Representative Schedule: The Lump Sum amount set forth in ParagraphC2.04.A.1 above is based on full-time RPR services on an eight-hour workday Mondaythrough Friday over a day construction schedule. Modifications to the schedule shall entitle Engineer to an equitable adjustment of compensation for RPR services. Page 1 Exhibit C – Compensation Packet RPR-2: Resident Project Representative Services Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET RPR-2: Resident Project Representative – Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: C2.04 Compensation for Resident Project Representative Basic Services – Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Resident Project Representative Basic Services as follows: 1.Resident Project Representative Services: For services of Engineer’s Resident Project Representative under Paragraph A1.05A of Exhibit A, an amount equal to the cumulativehours charged to the Project by each class of Engineer’s personnel times Standard HourlyRates for each applicable billing class for all Resident Project Representative servicesperformed on the Project, plus related Reimbursable Expenses and Engineer’s Consultant’scharges, if any. The total compensation under this Paragraph is estimated to be $ based upon full-time RPR services on an eight-hour workday, Monday through Friday, overa day construction schedule. B.Compensation for Reimbursable Expenses: 1.For those Reimbursable Expenses that are not accounted for in the compensation for BasicServices under Paragraph C2.01, and are directly related to the provision of Resident Project Representative or Post-Construction Basic Services, Owner shall pay Engineer atthe rates set forth in Appendix 1 to this Exhibit C. 2.Reimbursable Expenses include the following categories: transportation and subsistenceincidental thereto; ; providing and maintaining field office facilities including furnishingsand utilities; subsistence and transportation of Resident Project Representative and assistants; toll telephone calls and mobile phone charges; reproduction of reports,Drawings, Specifications, Bidding Documents, and similar Project-related items in additionto those required under Exhibit A. In addition, if authorized in advance by Owner,Reimbursable Expenses will also include expenses incurred for the use of highlyspecialized equipment. 3.The amounts payable to Engineer for Reimbursable Expenses, if any, will be those internalexpenses related to the Resident Project Representative Basic Services that are actuallyincurred or allocated by Engineer, plus all invoiced external Reimbursable Expensesallocable to such services, the latter multiplied by a factor of . 4.The Reimbursable Expenses Schedule will be adjusted annually (as of ) to reflect equitable changes in the compensation payable to Engineer. Page 2 Exhibit C – Compensation Packet RPR-2: Resident Project Representative Services Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C.Other Provisions Concerning Payment Under this Paragraph C2.04: 1.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, those charges shall be the amounts billed by Engineer’s Consultants to Engineer times afactor of . 2.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s factors includeEngineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. 3.Estimated Compensation Amounts: a.Engineer’s estimate of the amounts that will become payable for specified services areonly estimates for planning purposes, are not binding on the parties, and are not theminimum or maximum amounts payable to Engineer under the Agreement. b.When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated willbe exceeded, Engineer shall give Owner written notice thereof, allowing Owner toconsider its options, including suspension or termination of Engineer's services forOwner's convenience. Upon notice Owner and Engineer promptly shall review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services forOwner's convenience, agree to such compensation exceeding said estimated amount, oragree to a reduction in the remaining services to be rendered by Engineer, so that totalcompensation for such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend Engineer's services during negotiations and Engineer exceeds the estimated amount before Owner and Engineerhave agreed to an increase in the compensation due Engineer or a reduction in theremaining services, then Engineer shall be paid for all services rendered hereunder. 4.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request, Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet RPR-3: Resident Project Representative Basic Services – Percentage of Construction Cost Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET RPR-3: Resident Project Representative – Percentage of Construction Cost Article 2 of the Agreement is supplmented to include the following agreement of the parties: C2.04 Compensation for Resident Project Representative Basic Services – Percentage of Construction Cost Method of Payment A.Owner shall pay Engineer for: 1.Resident Project Representative Services: For services of Engineer’s Resident Project Representative under Paragraph A1.05 of Exhibit A of the Agreement, an amount equal topercent of the Construction Cost. This amount includes compensation for ResidentProject Representative’s services, and those of any assistants to the Resident ProjectRepresentative. The percentage of Construction Cost noted herein accounts for labor,overhead, profit, and Reimbursable Expenses. The total compensation under this Paragraph is estimated to be $_________, based upon full-time RPR services on an eight-hour workday, Monday through Friday, over a day construction schedule. 2.As a basis for payment to Engineer, Construction Cost will be based on one or more of thefollowing determinations with precedence in the order listed for Work designed orspecified by Engineer. a.For Work designed or specified and incorporated in the completed Project, the actualfinal price of the Construction Contract(s), as duly adjusted by change orders. b.For Work designed or specified but not constructed, the lowest bona fide Bid receivedfrom a qualified bidder for such Work; or, if the Work is not Bid, the lowest bona fidenegotiated proposal for such Work. c.For Work designed or specified but not constructed upon which no such Bid orproposal is received, Engineer’s most recent opinion of probable Construction Cost. d.Labor furnished by Owner for the Project will be included in the Construction Cost atcurrent market rates including a reasonable allowance for overhead and profit.Materials and equipment furnished by Owner will be included at current market prices. e.For purposes of determining Construction Cost under this provision, no deduction is tobe made from Construction Contract price on account of any penalty, liquidateddamages, or other amounts withheld from payments to Contractor(s). Page 1 Exhibit C – Compensation Packet RPR-4: Resident Project Representative Services Direct - Labor Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET RPR-4: Resident Project Representative – Direct Labor Times a Factor Article 2 of the Agreement is supplmented to include the following agreement of the parties: C2.04 Compensation for Resident Project Representative Basic Services – Direct Labor Costs Times a Factor Method of Payment A.Owner shall pay Engineer for: 1.Resident Project Representative Services: For services of Engineer’s Resident Project Representative under Paragraph A1.05.A.2 of Exhibit A of the Agreement, an amountequal to Engineer’s Direct Labor Costs times a factor of for the services ofEngineer’s personnel engaged directly in resident Project representation, plus relatedReimbursable Expenses and Engineer’s Consultant’s charges, if any. The totalcompensation under this paragraph is estimated to be $ __________ , based upon full-time RPR services on an eight-hour workday, Monday through Friday, over a dayconstruction schedule. B.Compensation for Reimbursable Expenses: 1.For those Reimbursable Expenses that are not accounted for in the compensation for BasicServices under Paragraph C2.01, and are directly related to the provision of Resident Project Representative or Post-Construction Basic Services, Owner shall pay Engineer atthe rates set forth in Appendix 1 to this Exhibit C. 2.Reimbursable Expenses include the following categories: transportation and subsistenceincidental thereto; ; providing and maintaining field office facilities including furnishingsand utilities; subsistence and transportation of Resident Project Representative and assistants; toll telephone calls and mobile phone charges; reproduction of reports,Drawings, Specifications, Bidding Documents, and similar Project-related items in additionto those required under Exhibit A. In addition, if authorized in advance by Owner,Reimbursable Expenses will also include expenses incurred for computer time and the useof other highly specialized equipment. 3.The amounts payable to Engineer for Reimbursable Expenses, if any, will be those internalexpenses related to the Resident Project Representative Basic Services that are actuallyincurred or allocated by Engineer, plus all invoiced external Reimbursable Expensesallocable to such services, the latter multiplied by a factor of . 4.The Reimbursable Expenses Schedule will be adjusted annually (as of ______ ) to reflect equitable changes in the compensation payable to Engineer. C.Other Provisions Concerning Payment Under this Paragraph C2.04: Page 2 Exhibit C – Compensation Packet RPR-4: Resident Project Representative Services Direct - Labor Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 1.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, those charges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of . 2.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s factors includeEngineer’s overhead and profit associated with Engineer’s responsibility for theadministration of such services and costs. 3.Estimated Compensation Amounts: a.Engineer’s estimate of the amounts that will become payable for specified services areonly estimates for planning purposes, are not binding on the parties, and are not theminimum or maximum amounts payable to Engineer under the Agreement. b.When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will be exceeded, Engineer shall give Owner written notice thereof, allowing Owner toconsider its options, including suspension or termination of Engineer's services forOwner's convenience. Upon notice, Owner and Engineer promptly shall review thematter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services for Owner's convenience, agree to such compensation exceeding said estimated amount, oragree to a reduction in the remaining services to be rendered by Engineer, so that totalcompensation for such services will not exceed said estimated amount when suchservices are completed. If Owner decides not to suspend Engineer's services during negotiations and Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in the compensation due Engineer or a reduction in theremaining services, then Engineer shall be paid for all services rendered hereunder. 4.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request,Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet RPR-5: Resident Project Representative ServicesSalary Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET RPR-5: Resident Project Representative – Salary Costs Times a Factor Article 2 of the Agreement is supplmented to include the following agreement of the parties: C2.04 Compensation for Resident Project Representative Basic Services – Salary Costs Times a Factor Method of Payment A.Owner shall pay Engineer for: 1.Resident Project Representative Services: For services of Engineer’s Resident Project Representative, if any, under Paragraph A1.05.A.2 of Exhibit A, an amount equal to theEngineer’s Salary Costs times a factor of for services of Engineer’s personnelengaged directly in resident Project representation, plus related Reimbursable Expenses andEngineer’s Consultant’s charges, if any. The total compensation under this paragraph isestimated to be $ ____________ , based upon RPR services on an eight-hour workday, Monday through Friday, over a ____ day construction schedule. B.Compensation for Reimbursable Expenses: 1.For those Reimbursable Expenses that are not accounted for in the compensation for BasicServices under Paragraph C2.01 and are directly related to the provision of Resident ProjectRepresentative or Post-Construction Basic Services, Owner shall pay Engineer at the rates set forth in Appendix 1 to this Exhibit C. 2.Reimbursable Expenses include the following categories: transportation and subsistenceincidental thereto; ; providing and maintaining field office facilities including furnishingsand utilities; subsistence and transportation of Resident Project Representative andassistants; toll telephone calls and mobile phone charges; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project-related items in additionto those required under Exhibit A. In addition, if authorized in advance by Owner,Reimbursable Expenses will also include expenses incurred for the use of highlyspecialized equipment. 3.The amounts payable to Engineer for Reimbursable Expenses, if any, will be those internal expenses related to the Resident Project Representative or Basic Services that are actuallyincurred or allocated by Engineer, plus all invoiced external Reimbursable Expensesallocable to such services, the latter multiplied by a factor of . 4.The Reimbursable Expenses Schedule will be adjusted annually (as of ) to reflect equitable changes in the compensation payable to Engineer. Page 2 Exhibit C – Compensation Packet RPR-5: Resident Project Representative ServicesSalary Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C.Other Provisions Concerning Payment Under this Paragraph C2.04: 5.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, those charges shall be the amounts billed by Engineer’s Consultants to Engineer times afactor of . 6.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s factors includeEngineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. 7.Estimated Compensation Amounts: a.Engineer’s estimate of the amounts that will become payable for specified services areonly estimates for planning purposes, are not binding on the parties, and are not theminimum or maximum amounts payable to Engineer under the Agreement. b.When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated willbe exceeded, Engineer shall give Owner written notice thereof, allowing Owner toconsider its options, including suspension or termination of Engineer's services forOwner's convenience. Upon notice, Owner and Engineer promptly shall review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services forOwner's convenience, agree to such compensation exceeding said estimated amount, oragree to a reduction in the remaining services to be rendered by Engineer, so that totalcompensation for such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend Engineer's services during the negotiations and Engineer exceeds the estimated amount before Owner and Engineerhave agreed to an increase in the compensation due Engineer or a reduction in theremaining services, then Engineer shall be paid for all services rendered hereunder. 8.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request, Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet AS-1: Additional Services – Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET AS-1: Additional Services – Standard Hourly Rates Article 2 of the Agreement is supplmented to include the following agreement of the parties: C2.05 Compensation for Additional Services – Standard Hourly Rates Method of Payment A.Owner shall pay Engineer for Additional Services, if any, as follows: 1.General: For services of Engineer’s personnel engaged directly on the Project pursuant toParagraph A2.01 or A2.02 of Exhibit A, except for services as a consultant or witness under Paragraph A2.01.A.20, (which if needed shall be separately negotiated based on thenature of the required consultation or testimony) an amount equal to the cumulative hourscharged to the Project by each class of Engineer’s personnel times Standard Hourly Ratesfor each applicable billing class for all Additional Services performed on the Project, plusrelated Reimbursable Expenses and Engineer’s Consultant’s charges, if any. B.Compensation For Reimbursable Expenses: 1.For those Reimbursable Expenses that are not accounted for in the compensation for BasicServices under Paragraph C2.01 and are directly related to the provision of AdditionalServices, Owner shall pay Engineer at the rates set forth in Appendix 1 to this Exhibit C. 2.Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; providing and maintaining field office facilities including furnishingsand utilities; toll telephone calls and mobile phone charges; reproduction of reports,Drawings, Specifications, Bidding Documents, and similar Project-related items in additionto those required under Exhibit A. In addition, if authorized in advance by Owner,Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. 3.The amounts payable to Engineer for Reimbursable Expenses, if any, will be the AdditionalServices-related internal expenses actually incurred or allocated by Engineer, plus allinvoiced external Reimbursable Expenses allocable to such Additional Services, the lattermultiplied by a factor of . 4.The Reimbursable Expenses Schedule will be adjusted annually (as of ) to reflect equitable changes in the compensation payable to Engineer. C.Other Provisions Concerning Payment For Additional Services: 1.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants,those charges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of . Page 2 Exhibit C – Compensation Packet AS-1: Additional Services – Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s Factors include Engineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. 3.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request,Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet AS-2: Additional Services – Direct Labor Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET AS-2: Additional Services – Direct Labor Costs Times a Factor Article 2 of the Agreement is supplmented to include the following agreement of the parties: C2.05 Compensation for Additional Services – Direct Labor Costs Times a Factor Method of Payment A.Owner shall pay Engineer for Additional Services as follows: 1.General: For services of Engineer’s personnel engaged directly on the Project pursuant toParagraph A2.01 or A2.02 of Exhibit A of the Agreement, except for services as a consultant or witness under Paragraph A2.01.A.20, (which if needed shall be separatelynegotiated based on the nature of the required consultation or testimony) an amount equalto Engineer’s Direct Labor Costs times a factor of , plus related ReimbursableExpenses and Engineer’s Consultant’s charges, if any. B.Compensation for Reimbursable Expenses: 1.For those Reimbursable Expenses that are not accounted for in the compensation for BasicServices under Paragraph C2.01 and are directly related to the provision of AdditionalServices, Owner shall pay Engineer at the rates set forth in Appendix 1 to this Exhibit C. 2.Reimbursable Expenses include the following categories: transportation and subsistenceincidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls and mobile phone charges; reproduction of reports,Drawings, Specifications, Bidding Documents, and similar Project-related items in additionto those required under Exhibit A. In addition, if authorized in advance by Owner,Reimbursable Expenses will also include expenses incurred for and the use of highlyspecialized equipment. 3.The amounts payable to Engineer for Reimbursable Expenses, if any, will be the AdditionalServices-related internal expenses actually incurred or allocated by Engineer, plus allinvoiced external Reimbursable Expenses allocable to such Additional Services, the lattermultiplied by a factor of . 4.The Reimbursable Expenses Schedule will be adjusted annually (as of ) to reflect equitable changes in the compensation payable to Engineer. C.Other Provisions Concerning Payment for Additional Services: 1.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants,those charges shall be the amounts billed by Engineer’s Consultants to Engineer times afactor of . 2.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s factors includeEngineer’s overhead and profit associated with Engineer’s responsibility for theadministration of such services and costs. Page 2 Exhibit C – Compensation Packet AS-2: Additional Services – Direct Labor Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 3.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request, Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Compensation Packet AS-3: Additional Services – Salary Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET AS-3: Additional Services – Salary Costs Times a Factor Article 2 of the Agreement is supplmented to include the following agreement of the parties: C2.05 Compensation for Additional Services – Salary Costs Times a Factor Method of Payment A.Owner shall pay Engineer for Additional Services as follows: 1.General: For services of Engineer’s personnel engaged directly on the Project pursuant toParagraph A2.01 or A2.02 of Exhibit A, except for services as a consultant or witness under Paragraph A2.01.A.20, (which if needed shall be separately negotiated based on thenature of the required consutlation or testimony) an amount equal to the cumulative hourscharged to the Project by each Engineer’s personnel times the Engineer’s applicable SalaryCosts times a factor of , plus related Reimbursable Expenses and Engineer’sConsultant’s charges, if any. B.Compensation for Reimbursable Expenses: 1.For those Reimbursable Expenses that are not accounted for in the compensation for BasicServices under Paragraph C2.01 and are directly related to the provision of AdditionalServices, Owner shall pay Engineer at the rates set forth in Appendix 1 to this Exhibit C. 2.Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; providing and maintaining field office facilities including furnishingsand utilities; toll telephone calls and mobile phone charges; reproduction of reports,Drawings, Specifications, Bidding Documents, and similar Project-related items in additionto those required under Exhibit A. In addition, if authorized in advance by Owner,Reimbursable Expenses will also include expenses incurred for and the use of highly specialized equipment. 3.The amounts payable to Engineer for Reimbursable Expenses, if any, will be the AdditionalServices-related internal expenses actually incurred or allocated by Engineer, plus allinvoiced external Reimbursable Expenses allocable to Additional Services, the lattermultiplied by a factor of . 4.The Reimbursable Expenses Schedule will be adjusted annually (as of ) to reflect equitable changes in the compensation payable to Engineer. C.Other Provisions Concerning Payment for Additional Services: 1.Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants,those charges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of . Page 2 Exhibit C – Compensation Packet AS-3: Additional Services – Salary Costs Times a Factor Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2.Factors: The external Reimbursable Expenses and Engineer’s Consultant’s factors include Engineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. 3.To the extent necessary to verify Engineer’s charges and upon Owner’s timely request,Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Appendix 1: Reimbursable Expenses Schedule EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix 1 to EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Reimbursable Expenses Schedule Current agreements for engineering services stipulate that the Reimbursable Expenses are subject to review and adjustment per Exhibit C. Reimbursable expenses for services performed on the date of the Agreement are: Fax $ /page 8"x11" Copies/Impressions /page Blue Print Copies /sq. ft. Reproducible Copies (Mylar) /sq. ft. Reproducible Copies (Paper) /sq. ft. Mileage (auto) /mile Field Truck Daily Charge /day Mileage (Field Truck) /mile Field Survey Equipment /day Confined Space Equipment /day plus expenses Resident Project Representative Equipment /month Specialized Software /hour CAD Charge /hour CAE Terminal Charge /hour Video Equipment Charge /day, $ /week, or $ /month Electrical Meters Charge /week, or $ /month Flow Meter Charge /week, or $ /month Rain Gauge /week, or $ /month Sampler Charge /week, or $ /month Dissolved Oxygen Tester Charge /week Fluorometer /week Laboratory Pilot Testing Charge /week, or $ /month Soil Gas Kit /day Submersible Pump /day Water Level Meter /day, or $ /month Soil Sampling /sample Groundwater Sampling /sample Health and Safety Level D /day Health and Safety Level C /day Electronic Media Charge /hour Long Distance Phone Calls at cost Mobile Phone /day Meals and Lodging at cost [Note to User: Customize this Schedule to reflect anticipated reimbursable expenses on this specific Project] Page 1 Exhibit C – Appendix 2: Standard Hourly Rates Schedule EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix 2 to EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Standard Hourly Rates Schedule A.Standard Hourly Rates: 1.Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit C and include salariesand 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 operatingmargin or profit. 2.The Standard Hourly Rates apply only as specified in Article C2. B.Schedule: Hourly rates for services performed on or after the date of the Agreement are: Billing Class VIII $ /hour Billing Class VII /hour Billing Class VI /hour Billing Class V /hour Billing Class IV /hour Billing Class III /hour Billing Class II /hour Billing Class I /hour Support Staff /hour Page 1 (Exhibit E – Notice of Acceptability of Work) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT E, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . NOTICE OF ACCEPTABILITY OF WORK PROJECT: OWNER: CONTRACTOR: OWNER’S CONSTRUCTION CONTRACT IDENTIFICATION: EFFECTIVE DATE OF THE CONSTRUCTION CONTRACT: ENGINEER: NOTICE DATE: To: ___________________ Owner And To: ___________________ Contractor From: ___________________ Engineer The Engineer hereby gives notice to the above Owner and Contractor that the completed Work furnished and performed by Contractor under the above Contract is acceptable, expressly subject to the provisions of the related Contract Documents, the Agreement between Owner and Engineer for Professional Services dated , , and the terms and conditions set forth in this Notice. By: Title: Dated: CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK Page 2 (Exhibit E – Notice of Acceptability of Work) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. The Notice of Acceptability of Work (“Notice”) is expressly made subject to the following terms and conditions to which all those who receive said Notice and rely thereon agree: 1.This Notice is given with the skill and care ordinarily used by members of the engineeringprofession practicing under similar conditions at the same time and in the same locality. 2.This Notice reflects and is an expression of the professional judgment of Engineer. 3.This Notice is given as to the best of Engineer’s knowledge, information, and belief as of the Notice Date. 4.This Notice is based entirely on and expressly limited by the scope of services Engineer hasbeen employed by Owner to perform or furnish during construction of the Project(including observation of the Contractor’s work) under Engineer’s Agreement with Owner and under the Construction Contract referred to in this Notice, and applies only to facts that are within Engineer’s knowledge or could reasonably have been ascertained by Engineer asa result of carrying out the responsibilities specifically assigned to Engineer under suchAgreement and Construction Contract. 5.This Notice is not a guarantee or warranty of Contractor’s performance under the Construction Contract referred to in this Notice, nor an assumption of responsibility for any failure of Contractor to furnish and perform the Work thereunder in accordance with theContract Documents. Page 1 (Exhibit F – Construction Cost Limit) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT F, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Construction Cost Limit Paragraph 5.02 of the Agreement is supplemented to include the following agreement of the parties: F5.02 Designing to Construction Cost Limit A.Owner and Engineer hereby agree to a Construction Cost limit in the amount of $ . B.A bidding or negotiating contingency of percent will be added to any Construction Cost limit established. C.The acceptance by Owner at any time during Basic Services of a revised opinion of probableConstruction Cost in excess of the then established Construction Cost limit will constitute a corresponding increase in the Construction Cost limit. D.Engineer will be permitted to determine what types and quality of materials, equipment andcomponent systems are to be included in the Drawings and Specifications. Engineer may makereasonable adjustments in the scope, extent, and character of the Project to the extent consistentwith the Project requirements and sound engineering practices, to bring the Project within the Construction Cost limit. E.If the Bidding or Negotiating Phase has not commenced within three months after completion ofthe Final Design Phase, or if industry-wide prices are changed because of unusual or unanticipatedevents affecting the general level of prices or times of delivery in the construction industry, theestablished Construction Cost limit will not be binding on Engineer. In such cases, Owner shall consent to an adjustment in the Construction Cost limit commensurate with any applicable changein the general level of prices in the construction industry between the date of completion of theFinal Design Phase and the date on which proposals or Bids are sought. F.If the lowest bona fide proposal or Bid exceeds the established Construction Cost limit, Ownershall (1) give written approval to increase such Construction Cost limit, or (2) authorize negotiating or rebidding the Project within a reasonable time, or (3) cooperate in revising theProject's scope, extent, or character to the extent consistent with the Project’s requirements andwith sound engineering practices. In the case of (3), Engineer shall modify the ContractDocuments as necessary to bring the Construction Cost within the Construction Cost Limit.Owner shall pay Engineer’s cost to provide such modification services, including the costs of the services of its Consultants, all overhead expenses reasonably related thereto, and ReimbursableExpenses, but without profit to Engineer on account of such services. The providing of suchservices will be the limit of Engineer’s responsibility in this regard and, having done so, Engineershall be entitled to payment for services and expenses in accordance with this Agreement and willnot otherwise be liable for damages attributable to the lowest bona fide proposal or bid exceeding the established Construction Cost limit. Page 1 (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT G, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Insurance Paragraph 6.04 of the Agreement is supplemented to include the following agreement of the parties. G6.04 Insurance A.The limits of liability for the insurance required by Paragraph 6.04.A and 6.04.B of the Agreementare as follows: 1.By Engineer: a.Workers’ Compensation:Statutory b.Employer’s Liability -- 1)Each Accident:$________________ 2)Disease, Policy Limit:$________________ 3)Disease, Each Employee:$________________ c.General Liability -- 1)Each Occurrence (Bodily Injury and Property Damage):$________________ 2)General Aggregate:$________________ d.Excess or Umbrella Liability -- 1)Each Occurrence:$________________ 2)General Aggregate:$________________ e.Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident $________________ f.Professional Liability – 1)Each Claim Made $________________ 2)Annual Aggregate $________________ g.Other (specify):$________________ 2.By Owner: Page 2 (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. a. The City of South Bend is a municipal corporation organized under the laws of the State of Indiana, and is self-insured under provisions of Indiana statutes and local ordinance. Specifically, the City of South Bend maintains blanket insurance coverage over real and personal property, and is covered by a non-reverting insurance premium and liability reserve fund created by the City of South Bend, Ordinance #6657-79, pursuant to Indiana Code 34-13-3-4, as amended from time to time. Under said statute, the City’s liability is limited to: 1) Seven hundred thousand dollars ($700,000) for a cause of action that accrues on or after January 1, 2008; and 2) Five million dollars ($5,000,000) for injury to or death of all persons in that occurrence,; and 3) A governmental entity or an employee of a governmental entity acting within the scope of employment is not liable for punitive damages. B. Additional Insureds: 1. The following persons or entities are to be listed on Owner’s general liability policies of insurance as additional insureds, and on any applicable property insurance policy as loss payees, as provided in Paragraph 6.04.B: a. Engineer b. Engineer’s Consultant c. Engineer’s Consultant 2. During the term of this Agreement the Engineer shall notify Owner of any other Consultant to be listed as an additional insured on Owner’s general liability and property policies of insurance. 3. The Owner shall be listed on Engineer’s general liability policy as provided in Paragraph 6.04.A. Page 1 (Exhibit I - Limitations on Liability) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT I, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Limitations of Liability Paragraph 6.10 of the Agreement is supplemented to include the following agreement of the parties: A. Limitation of Engineer’s Liability 1.Engineer’s Liability Limited to Amount of Insurance Proceeds: Engineer shall procure andmaintain 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 bylaw, the total liability, in the aggregate, of Engineer and Engineer’s officers, directors, members, partners, agents, employees, and Consultants to Owner and anyone claiming by, through, orunder Owner for any and all claims, losses, costs, or damages whatsoever 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, or Consultantss (hereafter“Owner’s Claims”), shall not exceed the total insurance proceeds paid on behalf of or toEngineer by Engineer’s insurers in settlement or satisfaction of Owner’s Claims under the termsand conditions of Engineer’s insurance policies applicable thereto (excluding fees, costs andexpenses of investigation, claims adjustment, defense, and appeal). If no such insurance coverage is provided with respect to Owner’s Claims, then the total liability, in the aggregate, ofEngineer and Engineer’s officers, directors, members, partners, agents, employees, andConsultants to Owner and anyone claiming by, through, or under Owner for any and all suchuninsured Owner’s Claims shall not exceed $_____________ B.Indemnification by Owner: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, andConsultants from and against any and all claims, costs, losses, and damages (including but notlimited to all fees and charges of engineers, architects, attorneys, and other professionals, and allcourt, arbitration, or other dispute resolution costs) arising out of or relating to the Project,provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself),including the loss of use resulting therefrom, but only to the extent caused by any negligent act oromission of Owner or Owner’s officers, directors, members, partners, agents, employees,consultants, or others retained by or under contract to the Owner with respect to this Agreement orto the Project. Page 1 (Exhibit J - Special Provisions) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT J, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Special Provisions Paragraph(s) of the Agreement is/are amended to include the following agreement(s) of the parties: BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date: 9/30/2025 Name: Nifemi Oluwatomini Department of Public Works – Engineering Division BPW Date: 10/14/2025 Phone Extension: 0615 Required Prior to Submittal to Board BPW Attorney X Attorney Name Micheal Schimdt Dept. Attorney Attorney Name Purchasing Check the Appropriate Item Type – Required for All Submissions Professional Services Agreement Contract Proposal Open Market Contract Amendment/Addendum Special Purchase, QPA Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Reject Bids/Quotes Proposal Opening C/O & PCA No. PCA Chg. Order, No. Traffic Control Resolution Other: Ease./Encroach Required Information Company or Vendor Name Jones Petrie Rafinski New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name Century Center Kitchen duct replacement Project Number 125-060 Funding Source Fund 671 Account No. PR/PO # PR-00043291 Amount $30000 Terms of Contract EJCDC Special Contract Provisions Purpose/Description Design services for the replacement of the old kitchen duct at the century center For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: