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HomeMy WebLinkAboutResolution #3926RESOLUTION NO. 3 9 2 6 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF CANTON AND MAURER STUTZ, INC. FOR PROFESSIONAL ENGINEERING SERVICES WHEREAS, the agreement under which Maurer Stutz, Inc. currently performs general engineering services has expired; and WHEREAS, the Public Works, Water and Sewer Committee of the City of Canton has determined that it is necessary and in the best fiscal interests of the City of Canton to enter into an agreement with Maurer Stutz, Inc. for May 1, 2010 through April 30, 2011 for general engineering services; and WHEREAS, the City Council of the City of Canton has made a similar determination. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS, AS FOLLOWS: 1. That the agreement attached hereto and incorporated herein as Exhibit "A" is hereby approved by the Canton City Council. 2. That the Mayor of the City of Canton, Illinois is hereby authorized and directed to execute said Agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 1St day of June, 2010 upon a roll call vote as follows: AYES: Alderman Ellis, Pickel, Hartford, Schenck, Sarff, Reed NAYS: None ABSENT: Alderman West, Alderman Rivero AT ST: ~~'~l Diana Tucker, City Clerk APPROVED: Kevin R. Meade, M yor This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Laws and Regulations. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES For City of Canton, Illinois TASK ORDER EDITION Prepared by E.JCDC~_ ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by ~ xi5 AC E C AGC of Amerrca ~~-'. n xx~ r i rr~cK,~ crnTR.rrriuwur tirwr:aur I AMERICAN COUNCIL OF ENGINEERING COMPANIES .~,...... "~~~~ ~~~,~ _....~. ~~^ Qwlity ~I~. QuuUh~ Pnijzcts. '~,+ ~~~~ American Society National Society of of Civil Engineers i~roiessionai Eng/neers Prolesslena/ Engineers In Private Practlee AMERICAN COUNCIL OF ENGINEERING COMPANIES ASSOCIATED GENERAL CONTRACTORS OF AMERICA AMERICAN SOCIETY OF CIVIL ENGINEERS PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A Practice Division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. This Agreement has been prepared for use with the Standard General Conditions of the Construction Contract (EJCDC C-700, 2007 Edition). Their provisions are interrelated, and a change in one may necessitate a change in the other. Copyright ~ 2009 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.or~ American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.ora Associated General Contractors of America 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308 (703) 548-3118 www.agc.org The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held intrust for their benefit by NSPE. EJCDC E-505 Standard Form of Agreement Between Owner aad Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. TABLE OF CONTENTS Page Article 1- SERVICES OF ENGINEER 1 1.01 Scope ........................................................................................................................................... 1 1.02 Task Order Procedure ................................................................................................................. 2 Article 2 - OWNER'S RESPONSIBILITIES 2 2.01 General ...................................................................................................................................... ..2 Article 3 - TERM; TIMES FOR RENDERING SERVICES 2 3.01 Term .......................................................................................................................................... .. 2 3.02 Times for Rendering Services .................................................................................................. .. 2 Article 4 - INVOICES AND PAYMENTS 3 4.01 Invoices ........................................................................................................................................ 3 4.02 Payments ..................................................................................................................................... 3 Article 5 - OPINIONS OF COST 4 5.01 Opinions of Probable Construction Cost .................................................................................... 4 5.02 Designing to Construction Cost Limit ........................................ ................................................ 4 5.03 Opinions of Total Project Costs .................................................................................................. 4 Article 6 - GENERAL CONSIDERATIONS 4 6.01 Standards of Performance ........................................................................................................... 4 6.02 Design Without Construction Phase Services ............................................................................ 6 6.03 Use of Documents ..................................................................................................................... .. 6 6.04 Insurance ................................................................................................................................... .. 7 6.05 Suspension and Termination ..................................................................................................... .. 8 6.06 Controlling Law :......................................................................................................................... 9 6.07 Successors, Assigns, and Beneficiaries :..................................................................................... 9 6.08 Dispute Resolution :................................................................................................................... 10 6.09 Environmental Condition of Site :............................................................................................. 10 6.10 Indemnification and Mutual Waiver ........................................................................................ 11 6.11 Miscellaneous Provisions ......................................................................................................... 11 Article 7 - DEFINITIONS 12 7.01 Defined Terms ........................................................................................................................... 12 Article 8 - EXHIBITS AND SPECIAL PROVISIONS 17 8.01 Exhibits ...................................................................................................................................... 17 8.02 Total Agreement ........................................................................................................................ 17 8.03 Designated Representatives ...................................................................................................... 18 8.04 Engineer's Certifications ........................................................................................................... 18 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. EJCDC= ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES TASK ORDER EDITION THIS IS AN AGREEMENT effective as of ("Effective Date") between CITY OF CANTON, ILLINOIS ("Owner") and MAURER-STUTZ, INC. ("Engineer"). From time to time Owner may request that Engineer provide professional services for Specific Projects. Each engagement will be documented by a Task Order. This Agreement sets forth the general terms and conditions which shall apply to all Task Orders duly executed under this Agreement. Additions to this standard Agreement are shown in bold italics. Owner and Engineer further agree as follows: ARTICLE 1-SERVICES OF ENGINEER 1.01 Scope A. Engineer's services will be detailed in a d~-exes~tted Task Order for each Specific Project. ~e gpnn...11 ~ ..~- ,.F .. T.,..lr 111..7° .,1,,, A ~+°°L, „.. „+ 1 ~,. fit.: A ,... _ ~^* The general format b., .,..... ~.,....~..,~ .. ~ ~~.~ ..,~~. . for a Task Order shall be appropriate for the scope, complexity and character of the Work to be performed. Each Task Order will indicate the specific services to be performed and deliverables to be provided. Basic and Additional Services that may be included in a Task Order are set forth in EIt-A, "~„°~„°°r'~ c°M~~°°°" the Task Order summary. B. A report summarizing the work billed for the previous invoicing period will be submitted with each invoice. The Total annual ee for general engineering and surveying services is estimated at X36.000. Final cumulative fee depends on the total amount of work requested and authorized by the City. C. This Agreement is not a commitment by Owner to Engineer to issue any Task Orders. D. Engineer shall not be obligated to perform any prospective Task Order unless and until Owner and Engineer agree as to the particulars of the .Specific Project, including the scope of Engineer's services, time for performance, Engineer's compensation, and all other appropriate matters. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paee 1 1.02 Task Order Procedure A. Owner and Engineer shall agree on the scope, time for performance, and basis of compensation for each Task Order. Each aeuted Task Order shall be subject to the terms and conditions of this Agreement. B. Engineer will commence performance as set forth in the Task Order. ARTICLE 2 - OWNER'S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein, in Exhibit B, "Owner's Responsibilities," and in each Task Order. B. Owner shall compensate Engineer as set forth in each Task Order, pursuant to the applicable terms of 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. ARTICLE 3 -TERM; TIMES FOR RENDERING SERVICES 3.01 Term A. This Agreement shall be effective and applicable to Task Orders issued hereunder for 1 year from the Effective Date of the Agreement. B. This Agreement shall apply to Professional Services for the City during F.Y. 2010 (May 1, 2010 to April 30, 2011). C. The parties may extend or renew this Agreement, with or without changes, by written instrument establishing a new term. 3.02 Times for Rendering Services A. The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Engineer will perform services and provide deliverables within a reasonable time. 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 Specific Project, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paee 2 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 a Task Order within the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to the recovery of direct damages, if any, resulting from such failure. F. With respect to each Task Order, the number of Construction Contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established shall be identified in the Task Order. If the Work designed or specified by Engineer under a Task Order is to be performed or furnished 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), then Owner and Engineer shall, prior to commencement of final design services, develop a schedule for performance of Engineer's remaining services in order to sequence and coordinate properly such services as are applicable to the work under such separate Construction Contracts. This schedule is to be prepared and included in or become an amendment to the authorizing Task Order whether or not the work under such contracts is to proceed concurrently. ARTICLE 4 -INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices, the terms of Exhibit C, and the specific Task Order. 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: the compounded amount due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and 2. Engineer may, after giving seven days written notice to Owner, suspend services under any Task Order issued until Owner has paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices: If Owner 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 a Task Order any governmental entity takes a legislative action that imposes sales or use taxes, fees, or charges on Engineer's services or compensation under the Task Order, 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 reimburse Engineer for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paee 3 addition to the compensation to which Engineer is entitled under the terms of Exhibit C and the specific Task Order. 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 estimate as an experienced and qualified professional generally familiar with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, Owner must employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit for a Specific Project is established between Owner and Engineer in a Task Order, Engineer's rights and responsibilities with respect thereto will be governed by Exhibit F, "Construction Cost Limit," to this Agreement. 5.03 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs for a Specific Project 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. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. B. Technical Accuracy.• Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct deficiencies in technical accuracy without additional compensation unless such corrective action is directly attributable to deficiencies in Owner-furnished information. C. Consultants: Engineer shall serve as Owner's prime professional under each Task Order. 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. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.O1.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures: Engineer and Owner shall comply with applicable Laws and Regulations. 1. Prior to the Effective Date of each Task Order, Owner shall provide to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under such Task Order. Engineer shall comply with such policies and procedures pursuant to the standard of care set forth in Paragraph 6.O1.A, and to the extent compliance is not inconsistent with professional practice requirements. 2. Each Task Order is based on Laws and Regulations and Owner-provided written policies and procedures as of the Effective Date of such Task Order. Changes after the Effective Date to these Laws and Regulations, or to Owner-provided written policies and procedures, may be the basis for modifications to Owner's responsibilities or to Engineer's scope of services, times of performance, or compensation. F. Engineer shall not be required to sign any documents, no matter by whom requested, that would result in Engineer having to certify, guarantee, or warrant the existence of conditions whose existence Engineer cannot ascertain within its services for that Specific Project. Owner agrees not to make resolution of any dispute with Engineer or payment of any amount due to the Engineer in any way contingent upon Engineer signing any such certification. 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 (EJCDC C-700, 2007 Edition) unless both parties mutually agree in a Task Order to use other General Conditions. H. Engineer shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, for the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor's furnishing and performing of its work. 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. Engineer shall not provide or have any responsibility for surety bonding or insurance-related advice, recommendations, counseling, or research, or for enforcement of construction insurance or surety bonding requirements. K. 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 a Site or otherwise furnishing or performing any of a Contractor's work; or for any decision made regarding the Contract Documents, or any application, interpretation, or clarification of the Contract Documents other than those made by Engineer. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright Q 2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paee 5 L. While at a Site, Engineer's employees and representatives shall comply with the specific applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 Design Without Construction Phase Services A. For each design performed or furnished, Engineer shall be responsible only for those Construction Phase services that have been itemized and expressly required of Engineer in the authorizing Task Order. With the exception of such expressly required services, Engineer shall have no design, shop drawing review, or other obligations during construction and Owner assumes all responsibility for the application and interpretation of the Contract Documents, contract administration, construction observation and review, and all other necessary Construction Phase engineering and professional services. Owner waives all claims against the Engineer that may be in any way connected to Construction Phase engineering or professional services except for those services that are expressly required of Engineer in the authorizing Task Order. 6.03 Use of Documents A. All Documents are instruments of service in respect to a Specific 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 Specific Project is completed. Owner shall not rely in any way on any Document unless it is in printed form, signed or sealed by the Engineer or one of its Consultants. B. Either party to this Agreement may rely that data or information set forth on paper (also known as hard copies) that 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 furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files 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 Specific Project by Owner. Engineer grants Owner a limited license to use the Documents on the Specific Project, extensions of the Specific Project, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the Documents and subject to the following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Specific Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Specific Project, EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or its 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 of the Documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner's request verifies or adapts the Documents for extensions of the Specific Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. 6.04 Insurance ~~ ~~ C. Owner shall require Contractors to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer and its Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractors. ~~ E. All policies of property insurance relating to a Specific Project shall contain provisions to the effect that Engineer's and Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Engineer or its Consultants, or any insureds, additional insureds, or loss payees thereunder. F. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at least 30 days prior written notice has been given to Owner and Engineer and to each other additional insured (if any) to which a certificate of insurance has been issued. G. Under the terms of any Task Order, or after commencement of performance of a Task Order, Owner may request that Engineer or its Consultants, at Owner's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner. 6.05 Suspension and Termination A. Suspension 1. By Owner: Owner may suspend a Task Order upon seven days written notice to Engineer. 2. By Engineer: If Engineer's services are substantially delayed through no fault of Engineer, then Engineer may, after giving seven days written notice to Owner, suspend services under a Task Order. B. Termination: The obligation to provide further services under this Agreement, or under a Task Order, may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement or any Task Order 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 under a Task Order 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, neither this Agreement nor the Task Order will 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 Engineer to EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright C~ 2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page S 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 Task Order materials in orderly files. D. Payments Upon Termination: In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner 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 or jurisdiction in which the Specific Project is located. 6.07 Successors, Assigns, and Beneficiaries: A. Owner and Engineer each is hereby bound and the 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 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: Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Contractor, Subcontractor, Supplier, other 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. The Owner agrees that the substance of the provisions of this Paragraph 6.07.C shall appear in any Contract Documents prepared for any Specific Project under this Agreement. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EdCDC. All rights reserved. Paae 9 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. With respect to each Task Order, Specific Project, and Site: Owner has disclosed to Engineer in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. 2. 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. 3. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (a) Owner and (b) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. 4. 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 Specific 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. 5. 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 (a) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (b) terminating this Agreement for cause on 30 days notice. 6. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an "owner," "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's activities under this Agreement. EJCDC E-505 Standard Form of Agreement Behveen Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 10 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, members, partners, agents, consultants, and employees from reasonable claims, costs, losses, and damages arising out of or relating to this Agreement, any Task Order, or any Specific 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, members, partners, agents, employees, or Consultants. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, "Limitations of Liability." B. Indemnification by Owner.• Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit I, Limitations of Liability. C. Environmental Indemnification: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but 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 any 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. E. Mutual Waiver: To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to a Specific 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. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paee 11 C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver: A party's non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by law, 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 of each particular Specific Project. F. Applicability to Task Orders: The terms and conditions set forth in this Agreement apply to each Task Order as if set forth in the Task Order, unless specifically modified. In the event of conflicts between this Agreement and a Task Order, the conflicting provisions of the Task Order shall take precedence for that Task Order. The provisions of this Agreement shall be modified only by a written instrument. Such amendments shall be applicable to all Task Orders issued after the effective date of the amendment if not otherwise set forth in the amendment. G. Non-Exclusive Agreement: Nothing herein shall establish an exclusive relationship between Owner and Engineer. Owner may enter into similar agreements with other professionals for the same or different types of services contemplated hereunder, and Engineer may enter into similar or different agreements with other project owners for the same or different services contemplated hereunder. ARTICLE 7 -DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto and any Task Order) terms (including the singular and plural forms} printed with initial capital letters have the meanings indicated in the text above, in the exhibits or Task Order, or in the following provisions: Addenda: Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 2. Additional Services: Services to be performed for or furnished to Owner by Engineer in accordance with a Task Order which are not included in Basic Services for that Task Order. 3. Agreement: This "Agreement between Owner and Engineer for Professional Services -Task Order Edition" including those Exhibits listed in Article 8 and any duly executed Task Order. 4. Application for Payment.• The form acceptable to Engineer which is to be used by a Contractor in requesting progress or final payments for the completion of its Work and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 5. Asbestos: Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 12 6. Basic Services: Specified services to be performed for or furnished to Owner by Engineer in accordance with a Task Order. 7. Bid: The offer or proposal of a bidder submitted on the prescribed form setting forth the prices for the Work to be performed. Bidding Documents: The advertisement or invitation to Bid, instructions to bidders, the Bid form and attachments, the Bid bond, if any, the proposed Contract Documents, and all Addenda, if any. 9. Change Order: A document recommended by Engineer, which is signed by a Contractor and Owner to authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times. 10. 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.; (f) 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. 11. Construction Agreement.• The written instrument which is evidence of the agreement, contained in the Contract Documents, between Owner and a Contractor covering the Work. 12. Construction Contract.• The entire and integrated written agreement between Owner and Contractor concerning the Work. 13. Construction Cost.• The cost to Owner of those portions of an entire Specific 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 rights-of--way, or compensation for damages to properties; Owner's costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection with a Specific 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. 14. Consultants: Individuals or entities having a contract with Engineer to furnish services with respect to a Specific Project as Engineer's independent professional associates, consultants, subcontractors, or vendors. The term Engineer includes Engineer's Consultants. 15. Contract Documents: Those items so designated in the Construction Contract, including the Drawings, Specifications, construction agreement, and general and supplementary conditions. Only printed or hard copies of the items listed in the Construction Contract are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 13 16. Contract Price: The moneys payable by Owner to a Contractor for completion of the Work in accordance with the Contract Documents and as stated in the Construction Agreement. 17. Contract Times: The numbers of days or the dates stated in a Construction Agreement to: (i) achieve Substantial Completion, and (ii) complete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payment. 18. Contractor: The entity or individual with which Owner has entered into the Construction Contract. 19. Correction Period: The time after Substantial Completion during which a Contractor must correct, at no cost to Owner, any Defective Work, normally one year after the date of Substantial Completion or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee or specific provision of the Contract Documents. 20. Defective: An adjective which, when modifying the word Work, refers to Work that is unsatisfactory, faulty, or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to Engineer's recommendation of final payment. 21. 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. 22. 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 a Contractor. Shop Drawings are not Drawings as so defined. 23. Effective Date of the Construction Agreement: The date indicated in a Construction Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Construction Agreement is signed and delivered by the last of the two parties to sign and deliver. 24. Effective Date of the Agreement: The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 25. Effective Date of the Task Order: The date indicated in the Task Order on which it becomes effective, but if no such date is indicated, it means the date on which the Task Order is signed and delivered by the last of the two parties to sign and deliver. 26. Engineer.• The individual or entity named as such in this Agreement. 27. Field Order.• A written order issued by Engineer which directs minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 28. General Conditions: That part of the Contract Documents which sets forth terms, conditions, and procedures that govern the Work to be performed or furnished by a Contractor with respect to a Specific Project. EJCDC E-SOS Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pace 14 29. Hazardous Waste: The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 30. Laws and Regulations; Laws or Regulations: Any and all applicable laws, rules, regulations, ordinances, codes, standards, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 31. Owner: The individual or entity with which Engineer has entered into this Agreement and for which the Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any construction contracts concerning the Project. 32. PCBs: Polychlorinated biphenyls. 33. Petroleum: Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils. 34. Project.• The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 35. Radioactive Materials: Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 36. Record Drawings: The Drawings as issued for construction on which Engineer, upon completion of the Work, has shown changes due to Addenda or Change Orders and other information which Engineer considers significant based on record documents furnished by Contractor to Engineer and which were annotated by Contractor to show changes made during construction. 37. Reimbursable Expenses: The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for a Specific Project for which Owner shall pay Engineer as indicated in Exhibit C. 38. Resident Project Representative: The authorized representative, if any, of Engineer assigned to assist Engineer at the Site of a Specific Project during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of the RPR agreed to by Owner. The duties and responsibilities of the RPR will be as set forth in each Task Order. 39. Samples: Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 40. Shop Drawings.• All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for a Contractor and submitted by a Contractor to Engineer to illustrate some portion of the Work. 41. Site: Lands or areas indicated in the Contract Documents for a Specific Project as being furnished by Owner upon which the Work is to be performed, rights-of--way and easements EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paee 15 for access thereto, and such other lands furnished by Owner which are designated for use of a Contractor. 42. Specifications: That part of the Contract Documents prepared by Engineer consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work to be performed by a Contractor and certain administrative details applicable thereto. 43. Specific Project.• An undertaking of Owner as set forth in a Task Order. 44. Subcontractor: An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at a Site. 45. Substantial Completion: The time at which the Work has progressed to the point where, in the opinion of Engineer, the Work is sufficiently complete, in accordance with the Contract Documents, so that the Work can be utilized for the purposes for which it is intended. 46. Supplementary Conditions: That part of the Contract Documents which amends or supplements the General Conditions. 47. Supplier: A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 48. Task Order: A document executed by Owner and Engineer, including amendments if any, stating the scope of services, Engineer's compensation, times for performance of services and other relevant information for a Specific Project. 49. Total Project Costs: The sum of the Construction Cost, allowances for contingencies, the total costs of services of Engineer or other design professionals and consultants, cost of land, 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 a Specific Project, or the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. 50. Work: The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents for a Specific Project. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by those Contract Documents. 51. Work Change Directive: A written directive to a Contractor signed by Owner upon recommendation of the Engineer, ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paee 16 8.04 Engineer's Certifications A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: 1. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on Page 1. OWNER: City of Canton, IL By: Name: Kevin R. Meade Title: Mayor ENGINEER: Maurer-Stutz, Inc. By: Name: Keith J. Plavec, P.E. Title: Vice President Engineer License or Firm's Certificate No. ~ 8~/• 00 575{ State of : Illinois Date Signed: Address for giving notices: 2 N. Main Canton, Illinois 61520 (309) 647-0065 Date Signed: .S~~+~~/~ Address for giving notices: 7615 N. Harker Drive Peoria, Illinois 61615 693-7615 EJCDC E-SOS Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright Q 2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 2 ARTICLE S -EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Attachment 1, Task Order (Suggested Form) NOT INCLUDED Exhibit A, Engineer's Services [NOTE.• Services, tasks, and terms in Exhibit A are for reference in preparing specific Task Orders, and are contractually binding only to the extent expressly incorporated in a specific Task Order]. NOT INCLUDED Exhibit B, Owner's Responsibilities Exhibit C, Payments to Engineer for Services and Reimbursable Expenses Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative NOT INCLUDED Exhibit E, Notice of Acceptability of Work NOT INCLUDED Exhibit F, Constnzction Cost Limit NOT INCLUDED Exhibit G, Insurance NOT INCL UDED Exhibit H, Dispute Resolution Exhibit I, Limitations on Liability Exhibit J, Special Provisions NOT INCLUDED Exhibit K, Amendment to Task Order NOT INCL UDED [Note: If an exhibit is not included, write "not included" after the listed exhibit item.] 8.02 Total Agreement A. This Agreement (together with the Exhibits identified as included above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument based on the format provided in Exhibit K to this Agreement, "Amendment to Task Order." 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 Agreement on behalf of each respective party. Each Task Order shall likewise designate representatives of the two parties. EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 1 DESIGNATED REPRESENTATIVE (Paragraph 8.03.A): Clif O'Brien Title: Director of Public Works Phone Number: (309) 647-5022 Facsimile Number: (309) 647-1288 E-Mail Address: nmackey@cantonillinois.org DESIGNATED REPRESENTATIVE (Paragraph 8.03.A): Keith J. Plavec, P.E. Title: Vice President Phone Number: (309) 693-7615 Facsimile Number: (309) 693-7616 E-Mail Address: kjplavec@maurerstutzinc.com EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services -Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 3 This is EXHIBIT C, consisting of _ and part of the Agreement between for Professional Services -Task _ pages, referred to in Owner and Engineer Order Edition 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 C2.01 Method of Payment B. Owner shall pay Engineer for services in accordance with one or more of the following methods as identified in each Task Order: 2. Method B: Standard Hourly Rates with IS% Discount ~.ie~36'aa-mac.-arc *crTzzrvvrC-e~ca-inzr~zrrae~eF C2.02 Explanation of Methods F « 1.,1.,,« . ava auwa, , o«L.o,,.7 «. v" , " .~+ «.7 D o;.,,l..,«x.,1.10 , ~' ~.,..,....,.,... , ~ Tho «...,.F;..« ..F +ti,o T . ,,. '~.:,~, ~ r ,-.+ 1.:110.7 F « ~....:«oe.-~~ ~ .:11 1.., 1.,,..0,7 . ° 1.:11;...,... ,.,7 +,. ~ti,o r , ~ c,,..~. u. B. Method B -Standard Hourly Rates 1. For the specified category of services, the Owner shall pay Engineer an amount equal to the cumulative hours charged to the Specific Project by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class for all services performed on the Specific Project, plus Reimbursable Expenses and Consultant's charges, if any. 2. Standard Hourly Rates include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non- project operating costs, and operating margin or profit. Page 1 Ezhibit C -Payments to Engineer for Services and Reimbursable Expenses EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. 3. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit as Appendices 1 and 2. 4. The total estimated compensation for the specified category of services shall be stated in the Task Order. This total estimated compensation will incorporate all labor at Standard Hourly Rates, Reimbursable Expenses, and Consultants' charges, if any. 5. The amounts billed will be based on the cumulative hours charged to the specified category of services on the Specific Project during the billing period by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and Engineer's Consultant's charges, if any. 6. The Standard Hourly Rates and Reimbursable Expenses Schedule shall be adjusted annually (as of May 1) to reflect equitable changes in the compensation payable to Engineer. ~4@~139acrc--~rrcvc~rtvnt~ti"` m~ -"-- " T'- F-~nb ri.~n«~.. 71:«o n+ Tut. !'~ + +' =RS-a --~uEco~i-0~ -~r3:~it ~ F ~ ' ~ , i „nt.,,to ., n r ~ ~ a ti ~.~ .,a , ~+ w,~~~=~s ~ Q..l+ui l.,le .,++....L.,..7 +,. tL: T-.L :L]a A _ _ J___ t • ~ ~ ~ ~~txraki}irr~hln & ut~nrisn a ~ ~ / ~ t~ ~~ 1, •F -------_~.,_.,__ ~, ,r ......... ... ... ~, .g.~...~. ~ , ~8~'IEIE~ tai +v~'-[~I ~-Cl'~'A~ Q~~e`Ji rtt~" sL O~ ~}$- n ' ~ '~ ~ ' ET ,1 z I YIY3 l7 YC"~ v , ' ; - > Page 2 Exhibit C -Payments to Engineer for Services and Reimbursable Expenses EJCDC E-SOS Standard Form of Agreement Between Owner and Engineer for Professional Services-Task Order Edition Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. > > e3i eHSe~° ~'~-~m ~ter to t ~d~ - ,.~ ,.+,.,,r ,,:,.ti,~., ~• a p p e -a~ e-a~~ t~ell~s ec ~ , #~ t l '' ~~ + eT e es -e ~ . , cro:r~vr-~c~xrJarcm~xnrro r Jcsal3 se~tises: C2.05 Other Provisions Concerning Payment A. Extended Contract Times. Should the Contract Times to complete the Work be extended beyond the period stated in the Task Order, payment for Engineer's services shall be continued based on the Standard Hourly Rates Method of Payment. B. Estimated Compensation Amounts 1. Engineer's estimate of the amounts that will become payable for services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to Engineer under the Agreement. 2. When estimated compensation amounts have been stated in a Task Order and it subsequently becomes apparent to Engineer that a compensation amount thus estimated will be exceeded, Engineer shall give Owner written notice thereof. Promptly thereafter Owner and Engineer shall review the matter of services remaining to be performed and compensation for such services. Owner shall either agree to such compensation exceeding said estimated amount or Owner and Engineer shall agree to a reduction in the remaining services to be rendered by Engineer so that total compensation for such services will not exceed said estimated amount when such services are completed. If Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in the compensation due Engineer or a reduction in the remaining services, the Engineer shall give written notice thereof to Owner and shall be paid for all services rendered thereafter. Page 3 Exhibit C -Payments to Engineer for Services and Reimbursable Expenses EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services-Task Order Edition Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix 1 to EXHIBIT C, consisting of ( pages, referred to in and part of the Standard Form of Agreement between Owner and Engineer for Professional Services -Task Order Edition, dated MAURER-STUT1, INC. HOURLY RATE SCHEDULE (220) ONE MEMBER SURVEY CREW .............................................................................................................95.00 (200) TWO MEMBER SURVEY CREW ..........................................................................................................150.00 (195) THREE MEMBER SURVEY CREW ......................................................................................................210.00 (185) TECHNICIAN I ........................................................................................................................................50.00 (180) TECHNICIAN II .......................................................................................................................................55.00 (179) TECHNICIAN III ......................................................................................................................................60.00 (178) TECHNICIAN IV ................:. ................................................................................................................... 65.00 .. (182) TECHNICIAN V ......................................................................................................................................75.00 (175) SCIENTIST/DESIGN TECHNOLOGIST IV ........................................................................................... 70.00 (235) SCIENTIST/DESIGN TECHNOLOGIST V ..............................................................................................85.00 (236) SCIENTIST/DESIGN TECHNOLOGIST Vi ...........................................................................................100.00 (237) SCIENTIST/DESIGN TECHNOLOGIST VII ..........................................................................................105.00 (145) ENGINEER II ..........................................................................................................................................80.00 (142) ENGINEER III .........................................................................................................................................88.00 (144) ENGINEER IV ..........................................................................................................................................98.00 (146) ENGINEER V ........................................................................................................................................112.00 (143) ENGINEER VII ......................................................................................................................................140.00 .(125) PROFESSIONAL ENGINEER IV .....................................................................................:..............:....:105.00 (120) PROFESSIONAL ENGINEER V ...........................................................................................................120.00 (122) PROFESSIONAL ENGINEER VI ..........................................................................................................135.00 (121) PROFESSIONAL ENGINEER VII ....................................................................................................... 150.00 (123) PROFESSIONAL ENGINEER VIII ........................................................................................................160.00 (124) PROFESSIONAL ENGINEER IX ...........................................................................................................180.00 (163) PROFESSIONAL LAND SURVEYOR VI .............................................................................................110.00 (168) PROFESSIONAL LAND SURVEYOR VII .............................................................................................135.00 (169) PROFESSIONAL LAND SURVEYOR IX ..............................................................................................180.00 (109) STRUCTURAL ENGINEER IV ..............................................................................................................105.00 (113) STRUCTURAL ENGINEER VII .............................................................................................................150.00 (106) STRUCTURAL ENGINEER X ...............................................................................................................210.00 (129) ENVIRONMENTAL GEOLOGIST VI .....................................................................................................120.00 (230) CLERICAL II ...........................................................................................................................................50.00 (229) CLERICAL III ...........................................................................................................................................57.00 (231) PROJECTADMINISTRATOR V .............................................................................................................88.00 Effective Date: 4/1/2010 This is EXHIBIT H, consisting of ~ pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services -Task Order Edition dated Dispute Resolution Paragraph 6.08 of the Agreement is supplemented to include the following agreement of the parties: H6.08 Dispute Resolution A. Owner and Engineer agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. B. 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, including any Task Order, or the breach thereof ("Disputes") to mediation by [insert name of mediator, or mediation service]. Owner and Engineer agree to participate in the mediation process in good faith. The process should be conducted on a confidential basis, and shall be completed within 120 days. If such mediation is unsuccessful in resolving a Dispute, then (1) the parties may mutually agree to a dispute resolution of their choice, or (2) either party may seek to have the Dispute resolved by a court of competent jurisdiction. C. If mediation is unsuccessful, then the parties may exercise their rights at law, Page 1 Exhibit H -Dispute Resolution EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services Copyright ®2009 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT I, consisting of I pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services -Task Order Edition dated Limitations of Liability I6.10.A Limitation of Engineer's Liability 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, members, partners, agents, employees, and Consultants, 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 a Specific Project or Task Order from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty, express or implied, of Engineer or Engineer's officers, directors, members, partners, agents, employees, or Consultants, shall not exceed the total compensation received by Engineer under such Task Order. 2. Indemnification by Owner: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, 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, members, partners, agents, employees, consultants, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. Page i Exhibit I-Limitations of Liability EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professiona- Services Copyright ®2008 National Society of Professional Engineers for EJCDC. All rights reserved.