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HomeMy WebLinkAboutResolution # 3796MAURER. STUTZ, INC. „ ENGINEERS SURVEYORS 1670 East Ash St. TEL 309-647-7831 Canton, IL 61520 FAX 309-647-6155 City of Canton - Avenue C Sanitary PROTECT: Sewer Design & Construction PROTECT NO.: 244-07001 BY: DATE: April 5, 2007 LETTER OF TRANSMITTAL TO: Mayor Rodney Heinze City of Canton TRANSMITTING: X Herewith & Engineer for Professional Services BY: Messenger X ENCLOSED: X Originals FOR: Your Request _ Specifications Your Signature X COPIES: DESCRIPTION: 4 Standard Form of A reement Between Owner & En ineer for Professional Services REMARKS: The above referenced Agreement will be on the Agenda for the April 10, 2007 Clerical Committee Meeting. This Agreement is in regards to the Avenue C Sanitary and Storm Sewer Project that received grant funding by the Department of Commerce & Economic Opportunity (DCEO). Our total fee is $67,000 for design, bidding and construction phase services. The grant will pay for $42,000 of the total $67,000. The remainder of the funds is budgeted to come out of the 2007-2008 Bond expense budget. Once the Agreement is approved by the Council, please sign where indicated, keep one (1) copy for your file and return the other three (3) copies to us for further processing. I have met with Les Carl concerning the above and I will be attending the Committee meeting to present this proposal. If you have any questions, please do not hesitate to call me. Adopted by City Cotmcil on April 18, 2007 FROM: ith J. lavec, P.E. Project Manager Cc: Nancy Whites, City Clerk (LOT & Agreement) Clif O'Brien, Director of Public Works (LOT & Agreement) Alderman Les Carl SUBJECT: Standard Form of O:\244-Water Wastewater\20071244-07001 City of Canton Avenue C Improvements\Correspondence & PM\LOTMAYORHEINZEENGINEERINGAGREEMENT.dot 4 This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Law. STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by A C E C National Society of ~~~~ gmerican Society Professional Engineers of Civil Engineers AMSaiuN COUNCIL O! (!.li~N[8R~N0 WMru+tas Pro/e$Slona/ Eng/neerS /n Private Practice PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE a practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN COUNCIL OF ENGINEERING COMPANIES AMERICAN SOCIETY OF CIVIL ENGINEERS EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. This Agreement has been prepazed for use with the Standard General Conditions of the Construction Contract (No. C-700, 2002 Edition) of the Engineers Joint Contract Documents Committee. Their provisions aze 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, No. E-001, 2002 Edition. Copyright ©2004 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474 www.acec.orQ American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.or>; EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. v TABLE OF CONTENTS Page ARTICLE 1 -SERVICES OF ENGINEER ......................................................................................................1 1.01 Scope ............................................................................................................................................. l ARTICLE 2 - OWNER'S RESPONSIBIL,I'TIES .............................................................................................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 ....................................................................... ................................................................. 6 6.05 Suspension and Termination ........................................ .................................................................7 6.06 Controlling Law ........................................................... ................................................................. 8 6.07 Successors, Assigns, and Beneficiaries ....................... .................................................................8 6.08 Dispute Resolution ....................................................... .................................................................9 6.09 Environmental Condition of Site ................................. .................................................................9 6.10 Indemnification and Mutual Waiver ............................ ...............................................................10 6.11 Miscellaneous Provisions ............................................ ...............................................................11 ARTICLE 7 -DEFINITIONS .........................................................................................................................11 7.01 Defined Terms ............................................................................................................................. l l ARTICLE 8 - EXI-IIBIT'S AND SPECIAL PROVISIONS ............................................................................13 8.01 Exhibits Included ........................................................................................................................13 8.02 Total Agreement ..........................................................................................................................13 8.03 Designated Representatives ........................................................................................................14 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. Ali rights reserved. • STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of ("Effective Date") between City of Canton, Illinois ("Owner") and Maurer-Stutz, Inc. ("Engineer"). Owner intends to make the following improvements along Spruce Street, Avenue C, and Olive Street: new storm sewer along Spruce Street from Avenue B to Avenue C; miscellaneous sanitary sewer Manhole replacement; sanitary sewer lining; sanitary sewer point repairs ("Project' Owner and Engineer 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 to Engineer pursuant to this Agreement. Engineer may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement. Page 1 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. f ARTICLE 3 - SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer shall begin rendering services as of the Effective Date of the Agreement. 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 are provided in Exhibit A, and are hereby agreed to be reasonable. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer's services is impaired, or Engineer's services are delayed or suspended, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Project, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. D. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer's performance of its services. E. If Engineer fails, through its own fault, to complete the performance required in this Agreement within the time set forth, as duly adjusted, then Owner shall be entitled to the recovery of direct damages resulting from such failure. ARTICLE 4 - INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices. Engineer shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit C. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. 4.02 Payments A. Application to Interest and Principal. Payment will be credited first to any interest owed to Engineer and then to principal. B. Failure to Pay. If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice, then: amounts due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest pemutted by law, if less) from said thirtieth day; and 2. Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all amounts due for services, Page 2 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright m2002 National Society of Professional Engineers for EJCDC. All rights reserved. • expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices. If Owner contests an invoice, Owner may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions. If after the Effective Date of the Agreement any governmental entity takes a legislative action that 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 to which a factor of 1.0 shall be applied. Owner shall pay such invoiced new taxes, fees, and charges; such payment shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. 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, since Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner wishes greater assurance as to probable Construction Cost, Owner shall employ an independent cost estimator as provided in Exhibit B. 5.03 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs shall be limited to assisting the Owner in 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. The standard of care for all professional engineering and related services performed or fiunished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time _. Page 3 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright m2002 National Society of Professional Engineers for EJCDC. All rights reserved. and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. B. Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct any such deficiencies in technical accuracy without additional compensation except to the extent such corrective action is directly attributable to deficiencies in Owner-furnished information. C. Engineer may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Subject to the standard of care set forth in Paragraph 6.O1.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Engineer and Owner shall comply with applicable Laws and Regulations and Owner- mandated standards that Owner has provided to Engineer in writing. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications to Owner's responsibilities or to Engineer's scope of services, times of performance, and compensation. F. Engineer shall not be required to sign any documents, no matter by whom requested, that would result in the Engineer having to certify, guarantee, or warrant the existence of conditions whose existence the Engineer cannot ascertain. Owner agrees not to make resolution of any dispute with the Engineer or payment of any amount due to the Engineer in any way contingent upon the Engineer signing any such 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 Joint Contract Documents Committee (No. C-700, 2002 Edition) unless both parties mutually agree to use other General Conditions by specific reference in Exhibit J. H. Engineer shall not at any time 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 the Contractor's work in progress, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's fizrnishing and performing the Work. I. Engineer neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform the Work in accordance with the Contract Documents. J. Engineer shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons (except Engineer's own employees and its Consultants) at the Site or otherwise furnishing or Page 4 of I S EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. t performing any Work; or for any decision made on interpretations or clarifications of the Contract Documents given by Owner without consultation and advice of Engineer. 6.02 Design Without Construction Phase Services A. If Engineer's Basic Services under this Agreement do not include Project observation, or review of the Contractor's performance, or any other Construction Phase services, then (1) Engineer's services under this Agreement shall be deemed complete no later than the end of the Bidding or Negotiating Phase; (2) Engineer shall have no design or shop drawing review obligations during construction; (3) Owner assumes all responsibility for the application and interpretation of the Contract Documents, contract administration, construction observation and review, and all other necessary Construction Phase engineering and professional services; and (4) Owner waives any claims against the Engineer that maybe connected in any way thereto. 6.03 Use of Documents A. All Documents are instruments of service in respect to this Project, and Engineer shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Engineer) whether or not the Project is completed. Owner shall not rely in any way on any Document unless it is in printed form, signed or sealed by the Engineer or one of its Consultants. B. A party may rely that data or information set forth on paper (also known as hard copies) hat the party receives from the other party by mail, hand delivery, or facsimile, are the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are finished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. D. When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents' creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Engineer grants Owner a license to use the Documents on the Project, extensions of the Project, and other projects of Owner, subject to the following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use Page 5 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. or reuse by Owner or others on extensions of the Project or on any other project without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or to Engineer's Consultants; (3) Owner shall indemnify and hold harmless Engineer and Engineer's Consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification without written verification, completion, or adaptation by Engineer; (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner's request verifies or adapts the Documents for extensions of the Project or for any other project, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. 6.04 Insurance n t, tt „a ,,, ~+„ „~se+ ~ ,-ft, trv>,;>,:+ n «T„~ ~ m ~ ~;- n. r , , I C. Owner shall require Contractor to purchase and maintain general liability and other insurance in accordance with the requirements of Paragraph 5.04 of the "Standard General Conditions of the Construction Contract," (No. C-700, 2002 Edition) as prepared by the Engineers Joint Contract Documents Committee and to cause Engineer and Engineer's Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project. + c ~ ..~~ o .,a .,+ ~lr +t,e .,tee a„ +t,o t:~ „~' +t,e b-- ~o ~lcg~@143@i4~ > I• ~ :+~ r,,,,~„~+, ,.,+~ rea „ „ . ~ ,. „aa:+:,.„.,t ; rea~ +t,e,.s.,,,ae.. r~ ~ ~ > > [ •~ ti,t ~ i., ~~ t, +.,;., ,,,,a ~t,.,n ,. ;+~ r~r~„t+,,.,+,. +,. ,.i.+.,;,, ~ ,.t. „aa;+;.,,,ol p ' + ~ aQ I C~ Z [' QG D ~~iQ~ .-. Q, b -r ~~• ~ L [fI ZO . I SI GZ IO Page 6 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. 6.05 Suspension and Termination A. Suspension. By Owner: Owner may suspend the Project upon seven days written notice to Engineer. By Engineer: If Engineer's services are substantially delayed through no fault of Engineer, Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement. B. Termination. The obligation to provide further services under this Agreement may be terminated: For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b. By Engineer: 1) upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional; or 2) upon seven days written notice if the Engineer's services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer's control. 3) Engineer shall have no liability to Owner on account of such termination. c. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.OS.B.l.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, a. By Owner effective upon Engineer's receipt of notice from Owner. C. Effective Date of Termination. The terminating party under Paragraph 6.OS.B may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Page 7 of I S EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 Natlonal Society of Professional Engineers for EJCDC. All rights reserved. Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. D. Payments Upon Termination. 1. In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or fiunished and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner shall have the limited right to the use of Documents, at Owner's sole risk, subject to the provisions of Paragraph 6.03.E. 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.OS.D.1, to invoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer's Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.06 Controlling Law A. This Agreement is to be governed by the law of the state in which the Project is located. 6.07 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the partners, successors, executors, administrators and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations 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 to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Contractor, Contractor's subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. Page 8 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society otProfessional Engineers for EJCDC. All rights reserved. 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 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights under law. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. 6.09 Environmental Condition of Site A. Owner has disclosed to Engineer in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazazdous 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, other than those disclosed in writing to Engineer, exist at the Site. C. If Engineer encounters an undisclosed Constituent of Concern, then Engineer shall notify (1) Owner and (2) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Engineer's scope of services does not include any services related to Constituents of Concern. If Engineer or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern, then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern; and (2) warrants that the Site is in full compliance with applicable Laws 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 option of (1) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 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 "arranger," "operator," "generator," or "transporter" of hazazdous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or neaz the Site in connection with Engineer's activities under this Agreement. Page 9 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. 6.10 Indemnification and Mutual Waiver A. Indemnification by Engineer. To the fullest extent permitted by law, Engineer shall indemnify and hold harmless Owner, and Owner's officers, directors, partners, agents, consultants, and employees from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer's officers, directors, partners, employees, or Consultants. The indemnification provision of the preceding sentence is subject to and limited by the provisions agreed to by Owner and Engineer in Exhibit I, "Allocation of Risks," if any. B. Indemnification by Owner. To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer's officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner's officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. C. Environmental Indemnification. In addition to the indemnity provided under Paragraph 6.10.B of this Agreement, and to the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that (i) any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (ii) nothing in this paragraph shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. D. Percentage Share of Negligence. To the fullest extent permitted by law, a party's total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. Page 10 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. E. Mutual Waiver. To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other's employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A. Notices. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver. A party's non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims. To the fullest extent permitted bylaw, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. ARTICLE 7 - DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above or in the exhibits; in the following provisions; or in the "Standard General Conditions of the Construction Contract," prepared by the Engineers Joint Contract Documents Committee (No. C-700, 2002 Edition): 1. Additional Services -The services to be performed for or furnished to Owner by Engineer in accordance with Exhibit A, Part 2, of this Agreement. 2. Basic Services -The services to be performed for or furnished to Owner by Engineer in accordance with Exhibit A, Part 1, of this Agreement. 3. Construction Cost -The cost to Owner of those portions of the entire Project designed or specified by Engineer. Construction Cost does not include costs of services of Engineer or other design professionals and consultants, cost of land or Page I 1 of 15 EJCDC E-500 Standard Form ofAgreement Between Owner and Engineer for Professional Services Copyright m2002 Natlonal Society of Professional Engineers for EJCDC. All rights reserved. rights-of--way, or compensation for damages to properties, or Owner's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project, or the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 4. Constituent of Concern -Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes listed, regulated, or addressed pursuant to [a] the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); [b] the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 et seq.; [c] the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); [d] the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; [e] the Clean Water Act, 33 U.S.C. §§1251 et seq.; [fJ the Clean Air Act, 42 U.S.C. §§7401 et seq.; and [g] any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 5. Consultants -Individuals or entities having a contract with Engineer to furnish services with respect to this Project as Engineer's independent professional associates, consultants, subcontractors, or vendors. 6. Documents -Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. 7. Drawings -That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defined. 8. 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. 9. Reimbursable Expenses -The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 10. Resident Project Representative -The authorized representative of Engineer, if any, assigned to assist Engineer at the Site during the Construction Phase. The Resident Project Representative will be Engineer's agent or employee and under Engineer's supervision. As used herein, the term Resident Project Representative includes any assistants of Resident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. Page 12 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Sodety of Professional Engineers for EJCDC. All rights reserved. 11. Specifications -That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 12. 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 auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS (MODIFIED) 8.01 Exhibits Included A. Exhibit A, "Engineer's Services," consisting of 11 pages. B. Exhibit B, "Owner's Responsibilities," consisting of 3 pages. C. Exhibit C, "Payments to Engineer for Services and Reimbursable Expenses," consisting of 1 pages; and also including Attachment 1 to Exhibit C, consisting of 1 page. D. Exhibit D, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative," consisting of 5 pages. ~-E~t I',~e~s~te#e~est-bi~i~e~ensi~g-e~-images: ~.--E~ ~', «T„~,,,..,,,,.,e,"Eens~st-iug-e~ H. Exhibit H, "Dispute Resolution," consisting of 1 pages. I. Exhibit I, "Allocation of Risks," consisting of 1 pages. d~ia ' , " $esitx'l~Rre~~i0i~"6eiisi"+;"^ ^~ "g$S- K. E~ct~>}tie-9iF~e~-£ri~eer~4g~ee~e1~,"ee 'rlsi~-o~ -puge`r L. Exhibit L, "Provisions Required by DCEO," consisting of 8 pages. 8.02 Total Agreement A. This Agreement (consisting of pages 1 to 15 inclusive, together with the exhibits identified above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. , ,.,t;~ea ,.e~ea i.., a,,,., e .,+oa ,..:,tee„ ,,..~....,~. + ,, a ~,, ~ ~ ~ ~~ , Page 13 of IS EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. 8.03 Designated Representatives A. With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer's and Owner's representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective parry. Page 14 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 Natlonal Society of Professional Engineers for EJCDC. Ail rights reserved. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Ci of Cant lino' By: ` `/ , ` Title: Mayor Engineer: Maurer-Stutz, Inc. By: Title: Project Manager Date - Signed: !/ Date Signed: Engineer License or Certificate No. State of: Address for giving notices: 2 N. Main Street Address for giving notices: 1670 E. Ash Street Canton, II, 61520 Canton, II. 61520 Designated Representative (see Paragraph Designated Representative (see Paragraph 8.03.A): 8.03.A): Mr. Clif O'Brien Keith J. Plavec, P.E. Title: Director of Public Works Title: Project Manager Phone Number: _(309) 647-5022 Facsimile Number: (309) 647-2348 E-Mail Address: Phone Number: (309) 647-7831 Facsimile Number: (309) 647-6155 E-Mail Address: kjplavec@maurerstutzinc.com Page 15 of 15 EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright m2002 Natlonal Society otProfessional Engineers for EJCDC. All rights reserved. This is EXHIBIT A, consisting of 11 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 amended and supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Services as set forth below. PART 1-BASIC SERVICES A.1.01 Study and Report Phase (DELETED) A.1.02 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 authorization from 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 in Exhibit B are necessary and assist Owner in obtaining such reports, data, information, or services. 6. Furnish 2 review copies of the Preliminary Design Phase documents and any other deliverables to Owner within sixty (60) calendar days of authorization to proceed with this phase, and review them with Owner. Within ten (10) 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 to Owner's comments, as appropriate, and furnish to Owner 2 copies of the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables within fourteen (14) calendar days after receipt of Owner's comments. Page 1 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright m1002 Natlonal Society of Professional Engineers for EJCDC. All rights reserved. B. Engineer's services under the Preliminary Design Phase will be considered complete on the date when the revised Preliminary Design Phase documents, and any other deliverables have been delivered to Owner. A.1.03 Final Design Phase A. After acceptance by Owner of the Preliminary Design Phase documents, re~tised~~~ien-e€ and any other deliverables 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: ~: Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and furnished by Contractor.-l~-ap~g~ep-r=ate; -n~f~tsutia~~n 2. Provide technical criteria, written descriptions, and design data for Owner's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to 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 to Engineer. 5. Prepare and furnish Bidding Documents for review by Owner, its legal counsel, and other advisors, and assist Owner in the preparation of other related documents. Within fourteen (14) days of receipt, Owner shall submit to Engineer any comments and, subject to the provisions of Paragraph 6.O1.G, instructions for revisions. 6. Revise the Bidding Documents in accordance with comments and instructions from the Owner, as appropriate, and submit five (~ final copies of the Bidding Documents, a revised opinion of probable Construction Cost, and any other deliverables to Owner within ten (10) calendar 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 famished under more than one prime contract, or if Engineer's services are to be separately sequenced with the work of one or more prime Contractors (such as in the case of fast-tracking), Owner and Engineer shall, prior to commencement of the Final Design Phase, develop a schedule for performance of Engineer's services during the Final Design, Bidding or Negotiating, Construction, and Post-Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to Page 2 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professionai Services Copyright ~L002 National Society of Professional Engineers for EJCDC. All rights reserved. be prepared and included in or become an amendment to Exhibit A whether or not the work under such contracts is to proceed concurrently. 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 one (1). If more prime contracts are awarded, Engineer shall be entitled to an equitable increase in its compensation under this Agreement. A.1.04 Bidding or Negotiating Phase A. After acceptance by Owner of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase, and upon written authorization by Owner 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 have been issued, attend pre-Bid conferences, if any, and receive and process contractor deposits or charges for the Bidding Documents. 2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 3. 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 other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the Bidding Documents. 5. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables: see Attachment 1-Scope of Work. 6. Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals and in assembling and awarding contracts for the Work. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective contractors (except as maybe required if Exhibit F is a part of this Agreement). A.1.05 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: 1. General Administration of Construction Contract. Consult with Owner and act as Owner's representative as provided in the General Conditions. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the General Conditions shall not be modified, except as Engineer may otherwise agree in writing. All of Owner's instructions to Contractor will be issued through Engineer, which shall have authority to act Page 3 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright m2002 National Society of Professional Engineers for EJCDC. All rights reserved. on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the General Conditions except as otherwise provided in writing. ~: Resident Project Representative (RPR). Provide the services of an RPR at the Site to assist the Engineer and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in Exhibit D. The furnishing of such RPR's services will not limit, extend, or modify Engineer's responsibilities or authority except as expressly set forth in Exhibit D. °^~ , 4. Pre-Construction Conference. Participate in aPre-Construction Conference prior to commencement of Work at the Site. 5. Schedules. Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. 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 of Contractor's Work while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress and quality of Contractor's executed Work. Such visits and observations by Engineer, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor's Work in progress or to involve detailed 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 of general observation of the Work based on Engineer's exercise of professional judgment as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the 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 Project Representative, if any, at the Site, will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer's efforts as an experienced and qualified design professional, to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that Contractor has implemented and maintained the integrity of the design concept Page 4 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright oL002 Natfonal Society of Professional Engineers for EJCDC. All rights reserved. of the completed Project as a functioning whole as indicated in the 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 on 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 and perform the Work in accordance with the Contract Documents. 8. Defective Work Recommend to Owner that Contractor's Work be rejected while it is in progress if, on the basis of Engineer's observations, Engineer believes that such Work will not produce a completed Project that conforms generally to the Contract Documents or that it will threaten the integrity of the design concept of the completed Project as a functioning whole as indicated in 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 intent of and reasonably inferable from the Contract Documents. Engineer may issue Field Orders authorizing minor variations in the Work 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 Change Directives as required. 11. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer 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 of Paragraph 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's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply Page 5 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright c'2002 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 all duly submitted issues relating to the acceptability of Contractor's work or the interpretation 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 to do so would be inappropriate. In rendering such decisions, Engineer shall be fair and not show partiality to Owner or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 15. Applications for Payment. Based on Engineer's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Engineer's representation to Owner, based on such observations and review, that, to the best of Engineer's knowledge, information and belief, Contractor's Work has progressed to the point indicated, the quality of such Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe Contractor's Work. In the case of unit price work, Engineer's recommendations of payment will include final 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 have represented that observations made by Engineer to check the quality or quantity of Contractor's Work as it is performed and famished have been exhaustive, extended to every aspect of Contractor's Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment including final payment will impose on Engineer responsibility to supervise, direct, or control 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 to Contractor's furnishing and perfomung the Work. It will also not impose responsibility on Engineer to make any examination to ascertain how or for what purposes Contractor has used the 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 6 of 11 Pages (Exlubit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright x2002 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 Owner maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved as provided under Paragraph A1.OS.A.11, and the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of such review by Engineer will be limited as provided in Paragraph A1.OS.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, conduct an inspection to determine if the Work is substantially complete. If after considering any objections of Owner, Engineer considers the Work substantially complete, Engineer shall deliver a certificate of Substantial Completion to Owner and Contractor. 18. Additional Tasks. Perform or provide the following additional Construction Phase tasks or deliverables: see Attachment 1-Scope of Work. 19. Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the completed Work of Contractor is acceptable so that Engineer may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, 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.OS.A.15.b) to the best of Engineer's knowledge, information, and belief and based on the extent of the services provided by Engineer under this Agreement. B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first construction Contract for the Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractors. If the Project involves more than one prime contract as indicated in Paragraph A1.03.C, Construction Phase services maybe rendered at different times in respect to the separate contracts. Subject to the provisions of Article 3, Engineer shall be entitled to an equitable increase in compensation if Construction- Phase services are required after the original date for final completion of the Work as set forth in the construction Contract. C. Limitation of Responsibilities. Engineer shall not be responsible for the acts or omissions of any Contractor, or of any subcontractors, suppliers, or other individuals or entities performing or furnishing any of the Work. Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A.1.06 Post-Construction Phase A. Upon written authorization from Owner, Engineer, during the Post-Construction Phase, shall: 1. Provide assistance in connection with the adjusting of Project equipment and systems. Page 7 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ¢'1002 National Society of Professional Engineers for EJCDC. All rights reserved. 2. Assist Owner in training Owner's staff to operate and maintain Project equipment and systems. 3. Assist Owner in developing procedures for control of the operation and maintenance of, and record keeping for Project equipment and systems. 4. Together with Owner, visit the Project to observe any apparent defects in the Work, assist Owner in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of Defective Work, if present. 5. Perform or provide the following additional Post-Construction Phase tasks or deliverables: see Attachment 1-Scope of Work. 6. In company with Owner or Owner's representative, provide an inspection of the Project within one month before the end of the Correction Period to ascertain whether any portion of the Work is subject to correction. B. The Post-Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate at the end of the Construction Contract's correction period. PART 2 -ADDITIONAL SERVICES A2.01 Additional Services Requiring Owner's Written Authorization A. If authorized in writing by Owner, Engineer shall famish or obtain from others Additional Services of the types listed below. 1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information filrnished by Owner or others. 3. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer or its design requirements including, but not limited to, changes in size, complexity, Owner's schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond Engineer's control. Page 8 of it Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright °2002 National Society of Professional Engineers for EJCDC. All rights reserved. 4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those identified in Paragraph A1.O1.A.4. 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 consideration of operations, maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting Owner in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by Owner. 8. Furnishing services of Engineer's Consultants for other than Basic Services. 9. Services attributable to more prime construction contracts than specified in Paragraph A1.03.C. 10. Services during out-of--town travel required of Engineer other than for visits to the Site or Owner's office. 11. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibilityreuiew 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 prices requested by Owner for the Work or a portion thereof. 13. Detemuning the acceptability of substitute materials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. 14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required by Exhibit F. 15. Providing construction surveys and staking to enable Contractor to perform its work other than as required under Paragraph A1.OS.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. 16. Providing Construction Phase services beyond the original date for final completion of the Work. Page 9 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. 17. Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. 18. Preparing and furnishing to Owner Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor. 19. Preparation of operation and maintenance manuals. 20. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration, or other dispute resolution process related to the Project. 21. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 22. 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 that Engineer is commencing to perform or fiunish 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 changes requested by Owner. 2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or-equal" items; and services after the award of the Construction Contract in evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project or an excessive number of substitutions. 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 or acts of God endangering the Work, (2) the presence at the Site of any Constituent of Concern, (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 schedule involving services beyond normal working hours, or (6) default by Contractor. 5. Services (other than Basic Services during the Post-Construction Phase) in connection with any partial utilization of any part of the Work by Owner prior to Substantial Completion. 6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. Page 10 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright c'2002 National Society of Professional Engineers for EJCDC. All rights reserved. 7. Services during the Construction Phase rendered after the date stated in Al.OS.B. Page 11 of 11 Pages (Exhibit A -Engineer's Services) EJCDC E-500 Standazd Form of Agreement Between Owner and Engineer for Professional Services Copyright m1002 National Society of Professional Engineers for EJCDC. All rights reserved. ATTACHMENT 1 TO EXHIBIT A Further Description of Basic Services City Of Canton, Illinois Avenue C -Sanitary Sewer Design And Construction Scope of Work The following list summarizes the anticipated scope of work associated with the subject project: 1. Topographic Survey 2. Engineering Design a. Hydraulic Design b. Pipe and Lining Materials Investigation c. Develop Drawings d. Develop Technical Specifications and Bid Documents e. Permitting i. Storm Water Pollution Prevention Plan ii. Joint Application (IEPA/IDNR/IJSACOE) iii. IDNR - OREP iv. 1HPA v. IEPA -WPC f. Project Management and Administration 3. Bidding Phase Services a. Advertise for Bids b. Bid Opening and Review c. Bid Administration 4. Construction Phase Services a. General Administration including coordination with WIRC b. Layout of horizontal and vertical controls c. Construction Observation (Part Time) d. Prepare Record Drawings Page 1 of 1 This is EXHIBIT B, consisting of 3 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 amended and 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 and construction standards which Owner will require to be included in the Drawings and Specifications; and furnish copies of Owner's standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. B. Famish to Engineer any other available information pertinent to the Project including reports and data 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 upon Engineer's request, famish or otherwise make. available .such additional Project related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Property, boundary, easement, right-of--way, and other special surveys or data, including establishing relevant reference points. 4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic surveys, with appropriate professional interpretation thereof. 5. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. D. Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of the presence at the Site of any Constituent of Concern, or of any other development that Page 1 of 3 Pages (Exhibit B-Owner's Responsibilities) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright 2002 National Society of Professional Engineers for ETCDC. All rights reserved. affects the scope or time of performance of Engineer's services, or any defect or nonconformance in Engineer's services, the Work, or in the performance of any Contractor. E. Authorize Engineer to provide Additional Services as set forth in 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 private property as required for Engineer to perform services under the Agreement. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other 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 pemuts from all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. I. Provide, as required for the Project: Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. 2. Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer reasonably requests. 3. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the moneys paid. 4. Placement and payment for advertisement for Bids in appropriate publications. J. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or fiunish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructibilityreuiew. K. Furnish to Engineer data as to Owner's anticipated costs for services to be provided by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) for Owner so that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs. L. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. Page 2 of 3 Pages (Exhibit B -Owner's Responsibilities) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright ®2002 National Society of Professional Engineers for EJCDC. All rights reserved. M. 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 activities among the various prime Contractors, and define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. N. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job related meetings, and Substantial Completion and final payment inspections. O. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of Samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. P. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this paragraph. Q. Perform or provide the following additional services: None. Page 3 of 3 Pages (Exhibit B -Owner's Responsibilities) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright 01002 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of 1 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 Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties: ARTICLE 2 - OWNER'S RESPONSIBILITIES (MODIFIED) C2.01 Compensation For Basic Services (other than Resident Project Representative and Post-Construction) -Lump Sum Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, e~ept including for services of Engineer's Resident Project Representative and Post-Construction Phase services, ate} , as follows: 1. A Lump Sum amount of $67,000 based on the following assumed distribution of compensation: a. Study and Report Phase Not Applicable b. Survey & Preliminary Design Phase $6,500 c. Final Design Phase $27,500 d. Bidding and Negotiating Phase $8,000 e. Construction Phase $25,000 2. Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but shall not exceed the total Lump Sum amount unless approved in writing by the Owner. 3. T'he Lump Sum includes compensation for Engineer's services and services of Engineer's Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. 4. The portion of the Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate of the proportion of the total services actually completed during the billing period to the Lump Sum. C2.02 - C2.05 [Not used) Page 1 of 1 Pages (Exhibit C -Payment) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright °1002 National Society of Professional Engineers for EJCDC. All rights reserved. This is E7~~iIBIT D, consisting of 5 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Duties, Responsibilities, and Limitations of Authority of Resident Project Representative Paragraph 1.O1.A of the Agreement is amended and supplemented to include the following agreement of the parties: D 1.01 Resident Project Representative A. Engineer shall furnish a Resident Project Representative ("RPR"), assistants, and other field staff to assist Engineer in observing progress and quality of the Work. The RPR, assistants, and other field staff under this Exhibit D may provide full time representation or may provide representation to a lesser degree. B. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the RPR and assistants, Engineer shall endeavor to provide further protection for Owner against defects and deficiencies in the Work. However, Engineer shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over the 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 the Contractor's work in progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's perfornung and fiimishing the Work, or responsibility for Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. In addition, the specific terms set forth in section A.1.05 of Exhibit A of the Agreement are applicable. C. The duties and responsibilities of the RPR are as follows: 1. General: RPR is Engineer's agent at the Site, will act as directed by and under the supervision of Engineer, and will confer with Engineer regarding RPR's actions. RPR's dealings in matters pertaining to the Contractor's work in progress shall in general be with Engineer and Contractor, keeping Owner advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with Owner with the knowledge of and under the direction of Engineer. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by Contractor and consult with Engineer concerning acceptability. Page 1 of 5 Pages (Exhibit D -Resident Project Representative) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright x'2002 National Society of Professional Engineers for F.JCDC. All rights reserved. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 4. Liaison: a. Serve as Engineer's liaison with Contractor, working principally through Contractor's superintendent, assist in providing information regarding the intent of the Contract Documents. b. Assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on-Site operations. c. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 5. Interpretation of Contract Documents: Report to Engineer when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations asissued by Engineer. 6. Shop Drawings and Samples: a. Record date of receipt of Samples and approved Shop Drawings. b. Receive Samples which are furnished at the Site by Contractor, and notify Engineer of availability of Samples for examination. c. Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by Engineer. 7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report such suggestions, together with RPR's recommendations, to Engineer. Transmit to Contractor in writing decisions as issued by Engineer. 8. Review of Work and Rejection of Defective Work.• a. Conduct on-Site observations of Contra.ctor's work in progress to assist Engineer in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to Engineer whenever RPR believes that any part of Contractor's work in progress will not produce a completed Project that conforms generally to the Contract Documents or will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; Page 2 of 5 Pages (Exhibit D -Resident Project Representative) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professionah Services. Copyright e'L002 National Society of Professional Engineers for EJCDC. All rights reserved. and advise Engineer of that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 9. Inspections, Tests, and System Startups: a. Consult with Engineer in advance of scheduled major inspections, tests, and systems startups of important phases of the Work. b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate Owner's personnel, and that Contractor maintains adequate records thereof. c. Observe, record, and report to Engineer appropriate details relative to the test procedures and systems start-ups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections, and report to Engineer. 10. Records: a. Maintain at the Site orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders,. Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, Engineer's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project-related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to Engineer. c. Record names, addresses, fax numbers, a-mail addresses, web site locations, and telephone numbers of all Contractors, subcontractors, and major suppliers of materials and equipment. d. Maintain records for use in preparing Project documentation. e. Upon completion of the Work, furnish original set of all RPR Project documentation to Engineer. Page 3 of 5 Pages (Exttibft D -Resident Project Representatfve) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professionai Services. Copyright e2002 National Society of Professional Engineers for EJCDC. All rights reserved. 11. Reports: a. Furnish to Engineer periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b. Draft and recommend to Engineer proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Furnish to Engineer and Owner copies of all inspection, test, and system start-up reports. d. Immediately notify Engineer of the occurrence of any Site accidents, emergencies, acts of God endangering the Work, damage to property by fire or other causes, or the discovery of any Constituent of Concern. . 12. Payment Requests: Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Specifications to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to Engineer for review and forwarding to Owner prior to payment for that part of the Work. 14. Completion: a. Participate in a Substantial Completion inspection, assist in the determination of Substantial Completion and the preparation of lists of items to be completed or corrected. b. Participate in a final inspection in the company of Engineer, Owner, and Contractor and prepare a final list of items to be completed and deficiencies to be remedied. c. Observe whether all items on the final list have been completed or corrected and make recommendations to Engineer concerning acceptance and issuance of the Notice of Acceptability of the Work. D. Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or-equal" items). Page 4 of 5 Pages (Exhibit D -Resident Project Representative) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright x'2002 National Society of Professional Engineers for EJCDC. All rights reserved. 2. Exceed limitations of Engineer's authority as set forth in the Agreement or the Contract Documents. 3. Undertake any of the responsibilities of Contractor, subcontractors, suppliers, or Contractor's superintendent. 4. Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques, sequences or procedures of Contractor's work unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding, or assume control over safety practices, precautions, and programs in connection with the activities or operations of Owner or Contractor. 6. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by Engineer. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. 8. Authorize Owner to occupy the Project in whole or in part. Page 5 of 5 Pages (Exhibit D -Resident ProjeM Representative) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright s'L002 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT H, consisting of 1 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Dispute Resolution Paragraph 6.08 of the Agreement is amended and supplemented to include the following agreement of the parties: H6.09 Dispute Resolution A. Mediation. Owner and Engineer agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to this Agreement or the breach thereof ("Disputes") to mediation by a mediator or mediation service acceptable to both Owner and Engineer. If such mediation is unsuccessful in resolving a Dispute, then (a) the parties may mutually agree to a dispute resolution of their choice, or (b) either party may seek to have the Dispute resolved by a court of competent jurisdiction. Page 1 of 1 Pages (Exhibit H -Dispute Resolution) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright x'2002 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT I, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Allocation of Risks Paragraph 6.10 of the Agreement is amended and supplemented to include the following agreement of the parties: I6. l O.B Limitation of Engineer's Liability 1. Engineer's Liability Limited to Amount of Engineer's Compensation. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Engineer and Engineer's officers, directors, partners, employees, agents, and Engineer's Consultants, and any of them, to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract, or warranty express or implied of Engineer or Engineer's officers, directors, partners, employees, agents, or Engineer's Consultants, or any of them, shall not exceed the total compensation received by Engineer under this Agreement. 2. Exclusion of Special, Incidental, Indirect, and Consequential Damages. To the fullest extent permitted by law, and notwithstanding any other provision in the Agreement, consistent with the terms of Paragraph 6.10.E the Engineer and Engineer's officers, directors, partners, employees, agents, and Engineer's Consultants, or any of them, shall not be liable to Owner or anyone claiming by, through, or under Owner for any special, incidental, indirect, or consequential 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 any such damages caused by the negligence, professional errors or omissions, strict liability, breach of contract, or warranties, express or implied, of Engineer or Engineer's officers, directors, partners, employees, agents, or Engineer's Consultants, or any of them. 3. Agreement Not to Claim for Cost of Certain Change Orders. Owner recognizes and expects that certain Change Orders may be required to be issued as the result in whole or part of imprecision, incompleteness, errors, omissions, ambiguities, or inconsistencies in the Drawings, Specifications, and other design documentation famished by Engineer or in the other professional services performed or furnished by Engineer under this Agreement ("Covered Change Orders"). Accordingly, Owner agrees not to sue and otherwise to make no claim directly or indirectly against Engineer on the basis of professional negligence, breach of contract, or otherwise with respect to the costs of approved Covered Change Orders unless the costs of such approved Covered Change Orders exceed 10% of Construction Cost, and then only for an amount in excess of such percentage. Any Page 1 of 2 Pages (Exhibit I -Allocation of Risks) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright Q'2002 National Society of Professional Engineers for EJCDC. All rights reserved. responsibility of Engineer for the costs of Covered Change Orders in excess of such percentage will be determined on the basis of applicable contractual obligations and professional liability standards. For purposes of this paragraph, the cost of Covered Change Orders will not include any costs that Owner would have incurred if the Covered Change Order work had been included originally without any imprecision, incompleteness, error, omission, ambiguity, or inconsistency in the Contract Documents and without any other error or omission of Engineer related thereto. Nothing in this provision creates a presumption that, or changes the professional liability standard for determining if, Engineer is liable for the cost of Covered Change Orders in excess of the percentage of Construction Cost stated above or for any other Change Order. Wherever used in this paragraph, the term Engineer includes Engineer's officers, directors, partners, employees, agents, and Engineer's Consultants. Owner further agrees not to sue and otherwise to make no claim directly or indirectly against Engineer with respect to any Covered Change Order not in excess of such percentage stated above, and Owner agrees to hold Engineer harmless from and against any suit or claim made by the Contractor relating to any such Covered Change Order. Page 2 of 2 Pages (Exhibit I -Allocation of Risks) EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright ~L002 National Society of Professional Engineers for EJCDC. All rights reserved. • EXHIBIT L - - PROVISIONS REQUIRED BY DCEO i y~#~#~~S14~t~kF~~l~7tCi~A~4°. ~ . ~ .. _ _... _..-. '. The preceding EJCDC Standard General Provisions shall be supplemented with the following ~N ~ - ~ ~r - Win- ~ ~ y=ar~• ._ . e ae. e - ~ . (h inafter referred to as the "Unit of Locaf Government") and ~ (her after referred to as the "Consultant") WITNESS THAT: WHERE ~ ,., the Unit of Local Government and the Consultant are desirous of entering ' ~ 'to a contract to ~malize their relationship; and ,~ WHEREAS, pur ~ ant to Title I of the Housing and Community Development Ac~nf 1974 as amended, the Illin ~~ 's Department of Commerce and Community Affairs (DCC ~ is authorized by the federal Dep . ment of Housing and Urban Dsveloprnent (HUD) d provide State Community Developme ~.t Block Grant program funds to units of local gov~ r>~ment selected to undertake and carry out ~~rtain programs -and projects under the Illinois community Develop- ment Assistance Program {hereinafter referred to as CDAP) in compli Tice with all applicable local, state, and federal laws,'t;egulations, and policies; and WHEREAS, the Unit of Local Go'`'~v'.grnment, as part of its CDAP '`rant agreement with DCCA, under contract number # ''~ has been awarded ~ AP funds for the purposes set forth herein; and ~~ WHEREAS, the Scope of Work included~~'~.~ this contr is authorized as part of the Unit of Local Government's approved CDAP project'~nd WHEREAS, it would be beneficial to the Unit of ~~ cal Government to utilize the Consultant as an independent entity to accomplish the Scope, ~f Cork as set forth herein and such endeavor would tend to best accomplish the objectives , the lobal CDAP project. NOW, THEREFORE, in consideration o~the mutual p.r. mises, covenants, and provisions contained herein, and the mutual bene ' s to be derived th,~~from, the parties hereto agree as follows: ~. A. SERVICES TO BE PROVIDED BY THE PARTIES The Consultant shall ~ omplete in a satisfactory and proper manner as determined by the Unit of Local ~ overnment the work activities described inthe Scope of Work (ATTACHMENT - to tl~e contract), ~_ The Unit of ocal Government will provide such assistance and guidao.ce as may be required t •. support the objectives set forth in the Scope of Work and~,~ ill provide • compen tion for services as set forth in Section C below. B. TI ._ "OF PERFORMANCE ' ~~ he effective date of this contract shall be the date the parties sign ari~d complete execution of the contract. The termination date of the contract shall bed 1 o f 8 y D~ CONSIDERATION The Unit"o~Local Government shall reimburse the Consult .- - m accordance with the Payment Schedi~le~;~d.escribed in ATTACHMENT #2 Qf~t'~ contract for all allowable expenses agreed upori`=6y.-;.~~ie parties to comple~~Scope of Work. In no event shall the total amount to be reimburse.d.by the U .'~-of Local Government exceed the sum of -{'1.1~ $ Reimbursement ~n~#e;. this contract shall be based on billings, .~,~ supported by appropriate docu~~ ntation~~ oi~costs actually incurred. It is expressly understood that claims f~efmbursement shall iint:;be submitted in excess of actual, immediate cash req~u' ,e~ments necessary to carry out thi;"•~purp, uses of the agreement. It is under #~cJ-that this contract is funded in whole or. in part with CDAP,, unds through t-he~inCommunity Development Block Grant (CDBG) Program as ad`m~~' .tered by DCCA and is subfect to those regulations and restrictions normally associate`s rci~h D. RECORDS The Consultant agrees to maintain such records and follow such procedures as may be required under the state's CDAP Program and any such procedures as the Unit of Local Government or DCCA may prescribe. In general, such records will include infor- mation pertaining to the contract, obligations and unobligated balances, assets and liabilities, outlays, equal opportunity, labor standards (as appropriate), and performance. All such records and all other records pertinent to this contract and work undertaken under this contract shall be retained by the Consultant for a period of three (3) years after final audit of the Unit of Local Government's CDAP project, unless a longer period is required to resolve audit findings or litigation. In such cases, the Unit of Local Government shall request a longer period of record retention; The Unit of Local Government, DCCA, and duly authorized officials of the state and federal government shall have full access and the right to examine any pertinent documents, papers, records, and books of the Consultant involving transactions related to this local program and contracts. E. RELATIONSHIP The relationship of the Consultant to the Unit of Local Government shall be that of an independent consultant rendering professional services. The Consultant shall have no authority to execute contracts or to make commitments on behalf of the Unit of Local Government and nothing contained herein shall be deemed to create the relationship of employer and employee or principal and agent between the Unit of Local Government and the Consultant. 2 of 8 SUSPENSION, TERMINATION, AND CLOSE-OtlT if the Consultant fails to comply with the terms and conditions of this contract, th.~`Unit `~f Local Government may pursue such remedies as are legally available, including, but nod limited to, the suspension of this contract in the manner specified herein: ;;~° 1. `'Suspension -- If the Consultant fails to comply with the terms and conditions of fhis contract, or whenever the Consultant is unable to substantiate full compli- an"fie with provisions of this contract, the Unit of Local .lovernment may suspe~~d the contract pending corrective actions or invests~'ation, effective not less tlra~ seven (7) days following written notification to 'the Consultant of its authorized representative. The suspension will remain;-ih full force and effect until the Ca~sultant has taken corrective action to the; satisfaction of the Unit of Local Goverment and is able to substantiate its full"compliance with the terms and conditions`~~,f this contract. No obligations incurred by the Consultant or its authorized repre~s~entative during the period of.:~`suspension will be allowable under the contract e~cceot: ~" a. Reasonable, propp~er, and otherwise,allowable costs which the Consultant could not avoid du'~i~g the period,o'f suspension; b. If upon investigation, "the Consultant is able to substantiate complete compliance wi#h terms an~(~onditions of fhis contract, otherwise allow- ~.• r. able costs incurred durin~~i,e period of suspension will be allowed; and c. In the event all or an~'portion of the work prepared or partially prepared by the Consultant 'd suspendeM abandoned, or otherwise terminated, the Unit of Loc~~ Government'' all pay the Consultant for work performed to t f~satisfaction of the "~1~it of Local Government, in accor- dance with the~percentaQe of the work•erampleted. 2. Termination for Cause -- If the Consultant fails to~.comply with the terms and conditions of tt~,is contract and any of the following cartditions exist: a. The~fack of compliance with the provisions of this contract was of such scope and nature that the Unit of Local Governmer,deems continuation o~the contract to be substantially detrimental'to the irest of the Unit of Local Government; The Consultant has failed to take satisfactory action as directed by the Unit of Local Government or its authorized representative wrf6 the time period specified by time; ,, c. The Consultant has failed within the time specified by the Unit of Government or its authorized representative to satisfactorily subst~ its compliance with the terms and conditions of this contract; then, 3 of 8 d, The Unit of Local Government may terminate this contract in whole o i part, and thereupon shall notify the Consultant of termination, the reams ~~ therefore, and the effective date provided such effective date, no.c~iarges 1 .,, "~ incurred under any terminated portions of the Scope o~~/ork are r`;. allowable. '~, f' 3. Terminat ~n for Other Grounds -- This contract may also be tern Hated in whole or in part: ~.~: ,/ 'a. By the U'rii~of Local Government, with the consec~t of the Consultant or by the Consultant with the consent of the Unit of~:ncal Government, in which case the two'~arties shall devise by mutual~agreement, the conditions of termination, inell7~ing effective date ands case of termination in part, that portion to be terminated; ~~~ .~~ ~~: .~ b. If the funds allocated b"~ the Unit~rof Local Government via this contract are from anticipated sources of~revenue, and if the anticipated sources of revenue do not become avail 'ble for use in purchasing said services; ,;~ c. In the event the Unit t'Local'~overnment fails to pa the Consultant Y promptly or within si ~ (60) days after invoices are rendered, the Unit of Local Governmen grees that the ~ onsultant shall have the right to consider said d ault a breach of thi ~., greement terminated. In such event, the U ' of Local Government sha ~ en promptly pay the Consult- antfor all ~ vices performed and all allowab ~ expenses incurred; and d. The of Local Government may terminate fhis contract at any time givigg ~ at least ten (10) days notice in writing to`~the Consultant. If the c~3Fi`tract is terminated for the convenience of the Una of Local Govern- ~ient as provided herein, the Consultant will be paid for~the time provided and expenses incurred up to the termination date. ka~.. G. CHAN~'(`S, AMENDMENTS, MODIFICATIONS T Unit of Local Government may, from time to time, require changes or modification: ,an the Scope of Work to be performed hereunder. Such changes, including any decrease in the amount of compensation therefore, which are mutually agreed upon by the Unite Local Government and the Consultant shall be incorporated in written amendments to this contract with the consent of DCCA. H. PERSONNEL The Consultant represents that he has, or will secure at his own expense, all personnel required in order to perform under this contract. Such personnel shall not be employees of, or have any contractual relationship to, the Unit of Local Government. All services required hereunder will be performed by the Consultant or under his supervi- sion and all personnel engaged in the work shall be fully qualified and shall be author- ized or permitted under state or local law to perform such services. 4 of 8 None of the work or services covered by this contract shall be subcontracted without prior written approval of the Unit of Local Government. Any work or services subcon- tracted hereunder shall be specified in written contract or agreement and shall be subject to each provision of Phis contract. ASSIGNABILITY The Consultant shall not assign any interest on this contract, and shall not transfer any interest on this contract (whether by assignment or novation), without prior written consent of the Unit of Local Government thereto; provided, however, that claims for money by the Consultant from the Unit of Local Government under this contract maybe assigned to a bank, trust company, or other financial institution without such approval. Written notice of any such assignment or transfer shall be furnished promptly to the Unit of Local Government by the Consultant. J. REPORTS AND INFORMATION The Consultant, at such times and in such forms as the Unit of Local Government may require, shall furnish the Unit of Local Government such periodic reports as it may request pertaining to the work or services undertaken pursuant to this contract, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this contract. K. FINDINGS CONFIDENTIAL All of the reports, information, data, etc., prepared or assembled by the Consultant under this contract are confidential and the Consultant agrees that they shall not be made available to any individual or organization without prior written approval of the Unit of Local Government. . L. COPYRIGHT No report, maps, or other documents produced in whole or in part under this contract shall be subject of an application for copyright by or on behalf of the Consultant. M. COMPLIANCE WITH LOCAL LAWS The Consultant shall comply with all applicable laws, ordinances, and codes of the state and local government and the Consultant shall save the Unit of Local Government harmless with respect to any damages arising from any tort done in performing any of the work embraced by this contract. N. TfTLE VI OF THE CIVIL RIGHTS ACT OF 1964 Under Title Vf of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, creed, religion, sex, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 5 of 8 0, SECTION 109 OF TITLE I OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974 No person in the United States shall on the grounds of race, color, creed, religion, sex, or national origin be excluded from participation in, be denied benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. P, SECTION 3 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1968, COMPLIANCE IN THE PROVISION OF TRAINING, EMPLOYMENT AND BUSINESS OPPORTUNITIES 1. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u (Section 3), The purpose of Section 3 is to ensure that employ- ment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low-to-moderate income persons, particularly persons who are recipients of HUD assistance for housing. 2. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement Section 3. The parties to this contract will certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. 3. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' repre- sentative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. 4. The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontrac- torhas been found in violation of the regulations in 24 CFR part 135. 6 of 8 • ~ w , 5. The contractor will certify that any vacant employment positions, including train- ing positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those of whom the regula- tions of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. 6. Noncompliance with HUD's regulations in 24 CFR part 135 may result in termi- nation of this contract for default or suspension from future HUD assisted contracts. 7. With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under Phis contract. Section 7(b) requires that to the greatest extent feasible (i) prefer- ence and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). Q. INTEREST OF MEMBERS OF A UNIT LOCAL GOVERNMENT No member of the governing body of the Unit of Local Government and no other officer, employee, or agent of the Unit of Local Government who exercises any '~ functions or responsibilities in connection with the planning or carrying out of the project, shall have any personal financial interest, direct or indirect, in this contract; and the Consultant shall take appropriate steps to assure compliance. R. INTEREST OF OTHER PUBLIC OFFICIALS No member of the governing body of the locality and no other public official of such locality, who exercises any functions or responsibilities.in connection with the planning or carrying out of the project, shall have any personal financial interest, direct or indirect, in this contract; and the Consultant shall take appropriate steps to assure compliance. S. INTEREST OF CONSULTANT AND EMPLOYEES The Consultant covenants that he/she presently has no interest and shall not acquire interest, direct or indirect, in the study area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of his/her services hereunder. The Consuitant further covenants that in the performance of this contract, no person having such interest shall be employed. 7of8 ~ ~. T, AUDITS AND INSPECTIONS f The Unit of Local Government, DCCA and HUD or their delegates shall have the right to review and monitor the financial and other components of the work and service provided and undertaken as part of the CDAP project and this contract, by whatever legal and reasonable means are deemed expedient by the Unit of Local Government, DCCA and HUD. The~Consultant agrees to indemnify and hold harmless the Uni , its appointed a'ri~d--elective officers and employees, fr, .. •and against all loss .and ..~~,. expense, including attorri'ey`s:~,~ees and costs ~ ason of any and all claims and demands upon the Unit of Local'Gbver~~e~ ;ifs elected and appointed officers and employees from damages sus~ta~xa.e~d"'5y and`;p`ersAn or persons, arising out of or in consequence of the Cons.ultanf s and its agents' neglig'~rrt~~p.erformance of work associ- ated with this a r,,~em~ The Consultant shall not be liable for property and bodily injury th ~ ~ result from the negligence of any construction contractor or ctJrr uction _- ntractor. (~dd.,at~~SP~01~AL.:P I3.OV1.5I.0.NS~•~here:.if:.necessary~k f~~:ocal Government 8 of 8