01 Standard Agreement between Metro Water Recovery and (Consultant) for Professional Study Services.pdf

[PAR 1469] Page 1 of 11 Professional Study Services Agreement [Date] Rev 8/5/24

AGREEMENT

BETWEEN

METRO WATER RECOVERY (OWNER)

AND

[ENGINEERING COMPANY NAME] (ENGINEER)

FOR

PROFESSIONAL STUDY SERVICES

FOR

PAR 1469 – WASTEWATER EFFLUENT THERMAL ENERGY RECOVERY AND

DISTRIBUTION STUDY

This is a Professional Study Services Agreement (herein after called the Agreement) between Metro Water Recovery (Owner) and [Name of Engineering Company] (Engineer). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as PAR 1469 – Wastewater Effluent Thermal Energy Recovery and Distribution Study (hereinafter called the Project).

Owner and Engineer in consideration of their mutual covenants herein agree in respect of the performance of professional engineering services by Engineer and the payment for those services by Owner as set forth below.

ARTICLE 1—ENGINEER’S STUDY SERVICES

1.01 Scope

A. Engineer's study services under this Agreement are generally identified as professional study services for wastewater effluent thermal energy recovery and distribution study (“Study Services”).

B. Engineer shall perform or furnish the Study Services set forth in this Agreement, expressly including the Basic Services described in Article 1 of Exhibit A, Engineer’s Study Services, and any duly authorized Additional Services described in Article 2 of Exhibit A.

ARTICLE 2—OWNER’S RESPONSIBILITIES

2.01 Project Information

A. Owner shall provide Engineer with all criteria and full information as to Owner’s requirements for the Study Services, including but not limited to design objectives and constraints; space, capacity and performance requirements; flexibility and expandability goals; security issues; any anticipated funding sources; and budgetary limitations.

B. Owner shall furnish to Engineer all existing studies, reports, and other available information pertinent to the Engineer’s performance of the Study Services, including reports and data relative to previous investigations, designs, construction, or existing facilities at or adjacent to any Site under consideration.

C. Following Engineer’s assessment of initially-available Project data and information, and receipt of Engineer’s advice regarding the need (if any) for additional Project-related data and information, Owner shall either (1) authorize Engineer to undertake Additional Services necessary to obtain such additional Project-related data and information, or (2) obtain, furnish, or otherwise make available (if necessary through title searches, or retention of specialists or consultants) such additional Project-related data and information. Such additional data and information would generally include the following:

1. Property descriptions.

2. Zoning, deed, and other land use restrictions.

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3. Utility information, reports, and mapping.

4. Property, boundary, easement, right-of-way, topographic, and other special surveys or data, including establishing relevant reference points.

5. Explorations and tests of subsurface conditions at or adjacent to a Site; geotechnical reports and investigations; drawings of physical conditions relating to existing surface or subsurface structures at a Site; hydrographic surveys, laboratory tests and inspections of samples, materials, and equipment; with appropriate professional interpretation of such information or data.

6. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental, historical, or cultural studies relevant to the Project, the Site(s), and adjacent areas.

7. Data or consultations as required for the Project but not otherwise identified in this Agreement.

D. Owner shall advise Engineer of the identity and scope of services of any independent consultants and contractors retained by Owner to perform or furnish services pertinent to the Study Services.

E. Owner shall inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to any Site under study.

2.02 Owner’s General Responsibilities

A. Owner shall arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under the Agreement.

B. Owner shall examine all Documents submitted by Engineer and render in writing timely decisions pertaining to such Document submittals.

C. Owner shall be responsible for all requirements and instructions that it furnished to Engineer pursuant to this Agreement, and for the accuracy and completeness of all programs, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement. Unless Engineer has determined that such information is inaccurate, Engineer may use and rely upon such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement, subject to any express limitations or reservations applicable to the furnished items.

D. Owner shall give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of:

1. any development that affects the scope or time of performance of Engineer’s services;

2. the presence of any Constituent of Concern at any Site; or

3. any relevant, material defect or nonconformance in Engineer’s services or Owner’s performance of its responsibilities under this Agreement.

E. Owner shall inform Engineer regarding any need for assistance in evaluating the possible use of Project Strategies, Technologies, and Techniques, as defined in Exhibit A.

F. Owner shall inform Engineer as to whether Engineer’s assistance is requested in identifying opportunities for enhancing the sustainability of the Project.

ARTICLE 3—SCHEDULE

3.01 Schedule for Rendering Services

A. Engineer shall furnish the Report and any other deliverables to Owner within the following specific time period: [any specific completion date, or the time for submittal of the required Documents in days, weeks, or months from the Effective Date]:

1. If no specific time periods are indicated in Paragraph 3.01.A, Engineer shall complete its Study Services within a reasonable period of time.

B. Owner shall review the Documents submitted by Engineer and provide one set of coordinated comments to Engineer within [number] days after Owner receives the Documents from Engineer.

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C. Engineer shall revise the Report and other deliverables and submit such Documents to Owner within [number] days of receipt of Owner’s comments.

D. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer's Study Services is impaired, or such services are delayed or suspended, then the time for completion of Engineer's Study Services, and the rates and amounts of Engineer's compensation, will be adjusted equitably.

ARTICLE 4—ENGINEER’S COMPENSATION

4.01 Invoices and Payments

A. Invoices—Engineer shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to Owner on a monthly basis. Invoices are due and payable within thirty (30) days of receipt. Engineer shall also comply with the progress reporting and special invoicing requirements (if any) in Exhibit A Paragraphs 1.01.A.3 and 1.01.A.4.

B. Payment—As compensation for Engineer providing or furnishing Study Services, Owner shall pay Engineer as set forth in this Paragraph 4.01, Invoices and Payments. If Owner disputes an invoice, either as to amount or entitlement, then Owner shall promptly advise Engineer in writing of the specific basis for doing so, may withhold only that portion so disputed, and must pay the undisputed portion.

C. Failure to Pay—If Owner fails to make any undisputed payment due Engineer for Study Services or expenses within thirty (30) days after receipt of Engineer's invoice, including all required affiliated information, then (1) the amounts not paid when due will bear interest at the current prime interest rate prorated on a monthly basis (or the maximum rate of interest permitted by law, if less) from the thirty-first day; (2) in addition Engineer may, after giving 7 days' written notice to Owner of any delinquent payments under this Paragraph 4.01, suspend the Study Services under this Agreement until Engineer has been paid in full all amounts due for such undisputed services, expenses, and other related charges, and in such case Owner waives any and all claims against Engineer for any such suspension; and (3) if any payment due Engineer remains unpaid after 90 days, Engineer may terminate the Agreement for cause pursuant to Paragraph 6.04.A.3.

D. Reimbursable Expenses—Engineer is entitled to reimbursement of expenses only if so indicated in Paragraph 4.02.A or 4.02.B. If so entitled, and unless expressly specified otherwise, the amounts payable to Engineer for reimbursement of expenses will be the Project-related internal expenses actually incurred or allocated by Engineer, plus all invoiced external expenses allocable to the Project, including Engineer's subcontractor and subconsultant charges, with the external expenses multiplied by a factor of 1.10.

1. Reimbursable Expenses are the actual, reasonable expenses incurred (except where specifically provided otherwise), such as expenses for: lodging, transportation, meals and miscellaneous expenses incidental thereto; services of independent professional associates and consultants employed by Engineer; providing and maintaining field office facilities including furnishings and utilities; lodging, meals and transportation of Resident Project Representatives and their assistants;

Document Reproduction Services (multiplier shall not be applied to outside services) such as reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project-related items.

2. Engineer is expected to exercise good, reasonable judgment, and obtain proper authorization when required prior to incurring expenses. Reimbursement for expenses requires a valid itemized receipt for each expense, except for situations when receipts are not readily available.

3. All travel arrangements for air transportation, accommodations, and auto rental will be made using the most cost-effective method available. The lowest available direct flight fares should be used.

First class and business class fares are prohibited without advance approval of Owner. A copy of the confirmation or e-ticket showing the cost of the flight must be provided for reimbursement.

4. Rental car reservations should be made prior to travel at the lowest available rate. Engineer will not be reimbursed for a car larger than a mid-size unless more than two are traveling together.

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Reimbursement will not be allowed for gasoline charges billed on the rental agreement. Leased vehicles are not considered reimbursable pursuant to this Agreement.

5. Miscellaneous expenses such as reasonable long-distance telephone calls, internet access fees, and customary tipping for items such as food, beverages, porter, and room service are permitted expenses. Room service for food and beverages should be avoided if possible. Parking, shuttle, toll road and taxi expenses will also be reimbursed if they are reasonable and necessary. Expenses for alcoholic beverages, in-room movies, normal personal convenience items, and laundry will not be reimbursed.

6. Charges for commonly incurred Reimbursable Expenses shall be as follows:

8½"x11" Copies/Impressions $ [Enter Cost]/page

Copies of Drawings $ [Enter Cost]/sq. ft.

Transportation (Engineer's Vehicles) Current IRS Business Mileage Rate

Air and Other Transportation Actual Cost

Laboratory Testing Actual Cost

Meals and Lodging Actual Cost

Field Office Actual Cost

4.02 Compensation

A. Basis of Compensation—Basic Services

1. Hourly Rates. Owner shall pay Engineer for Basic Services as follows:

a. An amount equal to the cumulative hours charged to the Project by Engineer's employees times standard hourly rates for each applicable billing class, plus reimbursement of expenses incurred in connection with providing the Basic Services.

b. Engineer's Standard Hourly Rates are attached as Exhibit B.

c. The total compensation for Basic Services and reimbursement of expenses is estimated to be $[amount].

B. Additional Services—For authorized Additional Services, Owner shall pay Engineer an amount equal to the cumulative hours charged by Engineer's employees in providing the Additional Services, times standard hourly rates for each applicable billing class; plus reimbursement of expenses incurred in connection with providing the Additional Services. Engineer's standard hourly rates are attached as Exhibit B.

C. Unauthorized Additional Services- Engineer shall not perform work that is outside the scope of work defined in Exhibit A, Engineer’s Study Services, unless pre-approved in writing by Owner. Failure of Engineer to obtain written authorization for work outside the scope of work will result in nonpayment of those services performed.

ARTICLE 5—OPINIONS OF COSTS

5.01 Opinions of Probable Construction Cost

A. Engineer’s opinions (if any) of probable construction costs are to be made on the basis of Engineer’s experience, qualifications, and general familiarity with the construction industry. However, because of the limited and preliminary nature (1) of the Study Services and (2) of any capital improvements described in any delivered Document, and 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 costs will not vary from opinions of probable construction costs prepared by Engineer. If Owner requires greater assurance as to probable construction costs, then Owner agrees to obtain an independent cost estimate.

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5.02 Opinions of Total Project Costs

A. The services, if any, of Engineer with respect to Total Project Costs will be limited to assisting the Owner in tabulating the various categories that comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs.

5.03 Cost Estimating

A. Engineer shall provide all opinions and estimates of costs in conformance with Owner’s Cost Estimating Guide.

ARTICLE 6—GENERAL CONSIDERATIONS

6.01 Standard of Care

A. 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 State of Colorado. Subject to the foregoing standard of care, Engineer may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards.

6.02 Documents

A. All Documents prepared or furnished by Engineer (and Engineer’s independent professional associates and consultants) pursuant to this Agreement become the property of Owner whether or not the Project is completed.

1. Owner acknowledges that such Documents are not intended or represented to be suitable for reuse by Owner or others on extensions of the Project or on any other Project unless completed by Engineer.

2. Owner acknowledges that the Documents are not design or construction documents.

3. Any use, reuse, alteration, or modification of the Documents, except as authorized in this Agreement or by Engineer's written consent, will be at Owner’s sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, subcontractors, and subconsultants.

4. Nothing in this paragraph shall create any rights in third parties.

B. Owner and Engineer agree to transmit, and accept, the Documents and all other Project-related correspondence, text, data, drawings, documents, information, and graphics, in electronic media or digital format, either directly, or through access to a secure Project website, in accordance with a mutually agreeable protocol.

C. Engineer shall inform Owner if Engineer is aware of any invention, design, process, product, or device specified in the Documents that is subject to payment (whether by Owner or Contractor) of any license fee or royalty to others, as required by patent rights or copyrights.

D. Engineer will obtain Owner’s written consent, which will not be unreasonably withheld, prior to releasing any publicity, including news and press releases, promotional publications, award and prize competition submittals, and other advertising regarding the subject matter of this Agreement. Nothing herein will limit the Engineer’s right to include information in statements of qualifications and proposals to others accurately describing its participation and participation of employees in Project.

6.03 Insurance Policies and Limits

A. Engineer will procure and maintain Owner's required insurance coverages and will submit certificates verifying such coverages to Owner prior to commencing any work. It is the responsibility of Engineer to see that its subcontractors are properly insured to Owner's insurance requirements before being permitted to begin work. The insurance that Engineer must procure and maintain, and the policy limits of such insurance, are as follows:

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Coverage Policy limits of not less than:

Worker’s Compensation

State Statutory

Employer’s Liability

Each accident $100,000

Each employee $100,000

Policy limit $500,000

Commercial General Liability

General Aggregate $2,000,000

Personal and Advertising Injury $

Bodily Injury and Property Damage—Each Occurrence $1,000,000

Automobile Liability

Combined Single Limit (Bodily Injury and Property Damage) $1,000,000

Professional Liability

Each Claim $1,000,000

Annual Aggregate $1,000,000

Excess or Umbrella Liability

Each Occurrence $

General Aggregate $

Unmanned Aerial Vehicle Liability Insurance (if necessary)

Each Claim $

General Aggregate $

Other Insurance [Specify]

Each Claim $

General Aggregate $

B. Additional Insureds. Include Owner as an additional insured on Commercial General Liability and Automobile Liability insurance policies on a primary and non-contributory basis.

6.04 Termination

A. Termination for Cause

1. Either party may terminate the Agreement for cause upon 30 days' written notice in the event of substantial failure by the other party to perform in accordance with the terms of the Agreement, through no fault of the terminating party.

a. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.04.A.1 if the party receiving such notice begins, within 7 days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30-day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein will extend up to, but in no case more than, 60 days after the date of receipt of the notice.

2. In addition to its termination rights in Paragraph 6.04.A.1, Owner may terminate this Agreement for cause immediately upon written notice if Engineer creates a dangerous or unsafe situation as determined by Owner, or if the cost for additional requested information under Paragraph 2.01.C is determined by Owner to be too great.

a. Owner will have no liability to Engineer on account of any termination by Owner for cause.

3. In addition to its termination rights in Paragraph 6.04.A.1, Engineer may terminate this Agreement for cause upon 7 days' written notice (a) if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional, (b) if Engineer's services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer's

[PAR 1469] Page 7 of 11 Professional Study Services Agreement control, or (c) if payment due Engineer remains unpaid for 90 days, as set forth in Paragraph 4.01.C.

a. Engineer will have no liability to Owner on account of any termination by Engineer for cause.

B. Termination for Convenience

1. Owner may terminate this Agreement for convenience, effective upon Engineer's receipt of notice from Owner.

C. Payments Upon Termination

1. In the event of any termination under this Paragraph 6.04, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement, and to reimbursement of expenses incurred through the effective date of termination.

Upon making such payment, Owner will have the right to the use of all deliverable Documents, whether completed or under preparation, subject to the provisions of Paragraph 6.02, at Owner's sole risk.

2. If Owner has terminated the Agreement for cause and disputes Engineer's entitlement to compensation for services and reimbursement of expenses, then Engineer's entitlement to payment will be resolved in accordance with the dispute resolution provisions of this Agreement or as otherwise agreed in writing.

D. If Owner has terminated the Agreement for convenience, or if Engineer has terminated the Agreement for cause, then Engineer will be entitled, in addition to the payments identified above, to invoice Owner and receive payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer's subcontractors or subconsultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Paragraph 4.02.B.

6.05 Successors, Assigns, and Beneficiaries

A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.05.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement.

B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, money that is due or may become due) in this Agreement without the written consent of the other party, except to the extent that any assignment, subletting, or transfer is mandated by law.

Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent Engineer from employing such independent professional associates and consultants as Engineer may deem appropriate to assist in the performance of services hereunder.

C. Unless expressly provided otherwise, nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any contractor, other third-party individual or entity, or to any surety for or employee of any of them. 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.

6.06 Dispute Resolution

A. Owner and Engineer agree to negotiate each dispute between them in good faith during the 14 days following notice of dispute, prior to invoking formal mediation. Owner and Engineer agree that they may, following unsuccessful negotiations, submit any and all unsettled claims, counterclaims, disputes, and other matters in question between parties arising out of or relating to this Agreement or the breach thereof (“Disputes”) to formal mediation with the Judicial Arbitration and Mediation Services (JAMS), the Judicial Arbiter Group (JAG), Inc. or the American Arbitration Association (AAA) as decided by

[PAR 1469] Page 8 of 11 Professional Study Services Agreement the Owner. Owner and Engineer agree to participate in the mediation process in good faith. If negotiations are unsuccessful, then the parties may exercise their rights at law, with one party providing written notice to the other party of their intent to submit the dispute to a court of competent jurisdiction.

6.07 Controlling Law; Venue

A. This Agreement is to be governed by the Laws and Regulations of the State of Colorado. The venue for any exercise of rights at law will be the District Court in and for Adams County, Colorado.

6.08 Indemnification and Mutual Waiver

A. Indemnification by Engineer: Engineer shall defend, indemnify, and hold harmless Owner, and Owner’s officers, directors, members, partners, agents, and employees, from losses, damages, and judgments (including reasonable consultants’ and attorneys’ fees and expenses) arising from third-party claims or actions relating to the Project, provided that any such claim, action, loss, damages, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer’s officers, directors, members, partners, agents, employees, Subconsultants, or Engineer’s Subcontractors.

B. Mutual Waiver: To the extent permitted by Laws and Regulations, Owner and Engineer waive against each other, and the other’s officers, directors, members, partners, agents, employees, subcontractors, subconsultants, and insurers, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to this Agreement or the Project, from any cause or causes. Such excluded damages include but are not limited to loss of profits or revenue; loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services;

and cost of capital.

6.09 Exclusions from Services

A. Engineer's Study Services do not include: (1) serving as a "municipal advisor" for purposes of the registration requirements of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) or the municipal advisor registration rules issued by the Securities and Exchange Commission; (2) advising Owner, or any municipal entity or other person or entity, regarding municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, or other similar matters concerning such products or issuances; (3) providing surety bonding or insurance-related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements; or (4) providing legal advice or representation.

6.10 General Provisions

A. Independent Contractor

1. Engineer shall perform this Agreement as an independent contractor, and nothing herein shall be construed to be inconsistent with this relationship or status.

B. Equal Opportunity

1. Engineer in performing work required by this Agreement, shall afford equal employment opportunity to qualified individuals regardless of their race, color, religion, sex, national origin, age, physical or mental disability or veteran status and shall conform to applicable laws and regulations. Engineer further agrees that each subcontract made under this Agreement will contain a similar provision with respect to nondiscrimination.

C. Compliance with Owner’s Policies

1. While on Owner’s property, Engineer, or any of its employees, partners, or agents, will comply with the following Owner’s policies:

a. Smoking Policy. Engineer will prohibit any of its employees, any subcontractors, and any other persons directly or indirectly employed by any of them from smoking on all Owner’s property whether inside or outside of any buildings, facilities, equipment, or vehicles.

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b. Substance Abuse Policy. To ensure a safe and productive work environment, Engineer will prohibit any of its employees, any subcontractors, and any other persons directly or indirectly employed by any of them from the use, purchase, sale, possession, or transfer of alcohol or illegal drugs on Owner’s property, work sites, or in Owner’s vehicles or private vehicles parked on Owner’s property or rights-of-way. Engineer will also prohibit such persons from reporting to or being at work with illegal drugs or alcohol in the system to such an extent that job performance is impaired, or to the degree that it may result in jeopardizing the safety and well-being of the individual, other employees, the public, or Owner’s property. Engineer will require employees taking prescription drugs, which are known to affect job performance, to report this to their supervisors, and Engineer will assure that such employees are not assigned to activities, which would endanger themselves or others.

c. Safety. Engineer will be familiar with and comply with Owner’s Contractor, Vendor and Visitor Safety Awareness Manual - Non-Construction Activities (RWHTF and/or NTP, whichever is applicable) and shall comply with all applicable safety laws and regulations of any public body having jurisdiction over Engineer or Owner.

d. Security. Engineer will be familiar with and comply with Owner’s Contractor and Vendor Security Protection Manual.

ARTICLE 7—DEFINITIONS

7.01 Definitions Used in this Agreement

A. Documents—All documents expressly identified as deliverables in this Agreement, whether in printed or electronic form, required by this Agreement to be provided or furnished by Engineer to Owner. Such specifically required deliverables may include, by way of example, data, studies, models, and reports (including the Report referred to in Exhibit A).

B. Site—One or more lands or areas that Engineer studies as the location or possible location of the Project.

C. Total Project Costs—The total cost of planning, studying, designing, constructing, testing, commissioning, and start-up of the Project, including construction costs and all other Project labor, services, materials, equipment, insurance, and bonding costs, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project-related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights-of-way, compensation for damages to properties and private utilities (including relocation if not part of construction costs), 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.

D. Underground Facilities—All active or not-in-service underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at a Site, including but not limited to those facilities or systems that produce, transmit, distribute, or convey telephone or other communications, cable television, fiber optic transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. An abandoned facility or system is not an Underground Facility.

7.02 Terminology

A. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight.

ARTICLE 8—AGREEMENT, EXHIBITS, ATTACHMENTS

8.01 Total Agreement

A. This Agreement (including any expressly incorporated attachments) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement

[PAR 1469] Page 10 of 11 Professional Study Services Agreement may only be amended, supplemented, modified, or canceled by a written instrument duly executed by both parties.

8.02 Attachments:

A. Exhibit A, Engineer’s Study Services

B. Exhibit B, Engineer’s Standard Hourly Rates

C. Exhibit C, Deliverable Quality Standards

8.03 Designated Representatives

a. With the execution of this Agreement, Engineer and Owner shall each designate a specific individual to act as representative under this Agreement. Such an individual must have authority to transmit instructions, receive information, and render decisions with respect to this Agreement on behalf of the party that the individual represents.

8.04 Engineer's Certifications

b. 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 anything of value likely to influence the action of a public official in the selection process or in the Agreement execution;

2) "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition;

3) "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement.

8.05 Conflict of Interest

c. Nothing in this Agreement will be construed to create or impose any duty on the part of Engineer that would be in conflict with Engineer’s paramount obligations to the public health, safety, and welfare under the professional practice requirements governing Engineer, its Subconsultants, and all licensed professionals employed by Engineer or its Subconsultants.

d. If during the term of this Agreement a potential or actual conflict of interest arises or is identified:

1) Engineer and Owner together will make reasonable, good faith efforts to avoid or eliminate the conflict of interest; to mitigate any adverse consequences of the conflict of interest; and, if necessary and feasible, to modify this Agreement to address the conflict of interest and its consequences, such that progress under the Agreement may continue.

2) Such efforts will be governed by applicable Laws and Regulations and by any pertinent Owner’s policies, procedures, and requirements (including any conflict of interest resolution methodologies) provided to Engineer under Paragraph 6.10 of this Agreement.

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This Agreement’s Effective Date is [Effective Date].

Engineer consents to the use of electronic signatures by the Owner and Engineer. This Agreement, and any other documents requiring a signature hereunder, may be signed electronically, including by digital signature. The parties agree not to deny the legal effect or enforceability of the Agreement, or any other documents requiring a signature hereunder, solely because it is in electronic form, an electronic record was used in its formation, or it is signed electronically. The parties agree not to object to the admissibility of the Agreement, or any document requiring signature hereunder, in the form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature, or that it is not in its original form or is not an original document.

Owner: Engineer:

METRO WATER RECOVERY [Name of Consultant, Company, Firm]

By: By:

(authorized individual’s signature) (authorized individual’s signature)

Date: Date:

Name: Name:

Title: Title:

Approved as to Form:

By:

Title: Metro Counsel

All notices shall be provided to the designated representative(s) listed below.

Designated Representative: Designated Representative:

Name: Name:

Title: Title:

Address: Address:

Phone: Phone:

Email: Email:

[PAR 1469] EXH A-1 of 5 Exhibit A –Engineer’s Study Services

EXHIBIT A—ENGINEER’S STUDY SERVICES

The Basic Services as described in Paragraph 1.01 of the Agreement, Engineer’s Study Services, are amended and supplemented to include the following provisions:

Baseline Information: Owner has furnished the following Project information to Engineer as of the Effective Date.

Engineer’s scope of services has been developed based on this information. As the Project moves forward, some of the information may change or be refined, and additional information will become known, resulting in the possible need to change, refine, or supplement the scope of services.

Project Title:

Type and Size of Facility:

Description of Anticipated Improvements:

Expected Construction Start:

Prior Studies, Reports, Plans:

Facility Location(s):

Owner’s Current Project Budget:

Funding Sources:

Known Design Standards:

Known Project Limitations:

Project Assumptions:

Other Pertinent Information:

Engineer shall perform or furnish Basic and Additional Services as set forth below.

ARTICLE 1—BASIC SERVICES

1.01 Management of Study Services

A. Engineer’s study services will include management of Engineer’s Project-specific responsibilities, including but not limited to the following management tasks, whether separately tracked and itemized or included as being incidental to other phase and scope task items.

1. Develop and submit an Engineering Services Schedule. The Engineering Services Schedule will:

a. be updated on a regular basis, and as required to reflect any programmatic decisions by Owner.

b. include, but not be limited to, an anticipated sequence of tasks; estimates of task duration;

interrelationships among tasks; milestone meetings and submittals; anticipated schedule of construction; and other pertinent Project events.

2. Coordinate services within Engineer’s internal team, including Engineer’s subcontractors and subconsultants.

3. Prepare and submit monthly engineering services progress reports to Owner. Include summary of services performed in period, expected progress in next period, percent completion of current tasks, and a description of major issues or concerns.

4. Special Invoicing: In addition to, or as a substitute for, Engineer’s standard invoicing, provide the specified additional information or documentation, following the invoicing procedures indicated:

Not applicable.

5. Establish Project-specific security and health and safety plans (as deemed necessary by Engineer), consistent with Owner’s programs and procedures of which Engineer has been made aware in

[PAR 1469] EXH A-2 of 5 Exhibit A –Engineer’s Study Services writing. Distribute security and health and safety plans to Engineer’s team and monitor compliance.

6. Conduct ongoing management tasks, including:

a. Maintaining communications records and files pertaining to or arising from Engineer’s Study Services;

b. With respect to Engineer’s services and other directly relevant parts of the Project, prepare for and participate in periodic progress meetings with Owner to discuss progress, schedule, budget, issues, potential problems and their resolution; and

c. Preparing agendas prior to and minutes following all Engineer-led meetings.

B. In all phases of Engineer’s services, Engineer shall prepare draft and final drawings and other Documents in graphic form in accordance with Owner’s CAD standards.

1.02 Study Phase

A. Engineer shall:

1. [List of Specific Tasks for the Study will be listed here]

2. Consult with Owner to define and clarify Owner’s requirements for the Project, including design objectives and constraints; space, capacity, and performance requirements; flexibility and expandability; and any budgetary limitations. Identify available data, information, reports, facility plans, and site evaluations.

a. If Owner has already identified one or more potential solutions to meet its Project requirements, then proceed with the study and evaluation of the Owner-identified potential solutions listed here:

1) [List the specific potential solutions to be studied and evaluated here]

b. If Owner has not identified specific potential solutions for study and evaluation, then assist Owner in determining whether Owner’s requirements, and available data, reports, plans, and evaluations, point to a single potential solution for Engineer’s study and evaluation, or are such that it will be necessary for Engineer to identify, study, and evaluate multiple potential solutions.

c. If it is necessary for Engineer to identify, study, and evaluate multiple potential solutions, then identify [insert specific number] alternative solutions potentially available to Owner, unless Owner and Engineer mutually agree that some other specific number of alternatives should be identified, studied, and evaluated.

3. Identify potential solution(s) to meet Owner’s Project requirements, as needed.

4. Study and evaluate the potential solution(s) to meet Owner’s Project requirements.

5. Visit the Site, or potential Project Sites, to review existing conditions and facilities, unless such visits are not necessary or applicable to meeting the objectives of the Study Phase.

6. Assess initially available Project information and data, including the Baseline Information set forth at the beginning of this Exhibit A.

7. Advise Owner of any need for Owner to obtain, furnish, or otherwise make available to Engineer additional Project-related information and data, for Engineer’s use in the study and evaluation of potential solution(s) to Owner’s Project requirements, and preparation of a related report.

8. After consultation with Owner, recommend the solution(s) which in Engineer’s judgment meet Owner’s requirements for the Project.

9. Identify, consult with, and analyze requirements of authorities having jurisdiction to permit or approve construction or operation of the portions of the Project under study, including but not limited to impacts and mitigating measures identified in previously prepared environmental

[PAR 1469] EXH A-3 of 5 Exhibit A –Engineer’s Study Services assessments for the Project provided to the Engineer or being concurrently prepared for Owner by others.

10. Advise the Owner of any need for Owner to provide data or services of the types described in Paragraph 2.01 of the Agreement.

11. Assist Owner in evaluating the possible use of building information modeling; civil integrated management; geotechnical baselining of subsurface conditions at the Site; innovative design, contracting, or procurement strategies; project delivery method; or other strategies, technologies, or techniques for assisting in the design, construction, and operation of Owner’s facilities. The subject matter of this paragraph will be referred to as “Project Strategies, Technologies, and Techniques.”

12. Assist Owner in identifying opportunities for enhancing the sustainability of the Project, and pursuant to Owner’s instructions, plan for the inclusion of sustainable features in the design.

13. Review with Owner the thresholds established in applicable codes, standards, and design criteria specifically governing the ability of the proposed facilities or improvements to perform, and to absorb or avoid damage without suffering complete or substantial failure. As part of the review, identify additional risk assessment studies or tools that are available to evaluate the susceptibility of the facilities or improvements to natural and man-made events beyond the applicable established thresholds. Upon Owner request, as an additional service, perform additional risk assessment studies or tools to further evaluate system resiliency beyond the applicable established thresholds.

14. Utilities, including Underground Facilities

a. Review any utility mapping and surveys and other utilities documentation made available by Owner. Take note of observable utilities during Site visit.

b. Identify, in a preliminary manner and to the extent determinable by such mapping or other information provided by Owner, and by observations at the Site, those utilities (whether above-ground utilities of any type, or Underground Facilities) likely to be affected by the Project construction and additional utility facilities or extensions that will be needed to serve the Project.

c. If the impact on existing utilities or the need for additional utility facilities or extensions cannot reasonably be determined in a preliminary manner from mapping or other information provided by Owner, or such information was not available from Owner, then assist Owner in evaluating the need to either obtain additional utility mapping and utility documentation during the Study Phase, or undertake other alternative approaches and contingencies to account for utility uncertainties in this phase.

d. Advise Owner of additional utility documentation and coordination needed during the design and construction phases to adequately assess, mitigate, and manage the impact of the Project (including any additional utility facilities or extensions needed to serve the Project) on existing utilities.

e. Use ASCE 38, “Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data” as a means to advise the Owner regarding the extent and identification and mapping of existing Underground Facilities during the design and construction phases.

1) If Owner has retained a land surveyor, utility engineer, or utility consultant, collaborate with such individuals or entities regarding the application of ASCE 38.

15. Inquire regarding survey methodologies and technologies that would aid in addressing Owner’s Project requirements. Develop a scope of work and survey limits for any topographic and other surveys necessary for design. For recommended survey deliverables, specify a) required technical specifications; b) pertinent datum; c) survey limits, and d) formats of deliverables. Collaborate with land surveyor, when separately retained by Owner or third party, to develop such scope of work.

[PAR 1469] EXH A-4 of 5 Exhibit A –Engineer’s Study Services

16. Prepare a report (the “Report”) which will, as appropriate, contain schematic layouts, sketches, and conceptual design criteria with appropriate exhibits to indicate the agreed-to requirements, considerations involved, and Engineer’s recommended solution(s).

a. For each recommended solution, Engineer will separately tabulate Total Project Cost, itemizing those items and services included within the definition of Total Project Costs.

b. Engineer will meet with Owner to discuss the draft Report and receive Owner’s comments.

17. Perform or provide the following other Study Phase tasks or deliverables:

a. [List any such tasks or other deliverables here].

18. Furnish the Report and any other Study Phase deliverables to Owner pursuant to the requirements of the schedule in Paragraph 3.01 of the Agreement and review the deliverables with Owner.

19. Revise the Report and any other Study Phase deliverables in response to Owner’s comments, as appropriate, and submit revised deliverables pursuant to the schedule in Paragraph 3.01.

B. Engineer’s services under the Study Phase will be considered complete on the date when Engineer has delivered to Owner the final Report (as revised) and any other Study Phase deliverables.

ARTICLE 2—ADDITIONAL SERVICES

2.01 Additional Services

A. If authorized in writing by Owner, Engineer shall furnish or obtain from others Additional Services of the types listed below.

B. Site-related Additional Services

1. Services to make measured drawings of existing conditions or facilities, to conduct tests or investigations of existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others.

2. Provide necessary field surveys and topographic and utility mapping to be used for study and design purposes.

3. Provide additional mapping and documentation services relating to utilities, including Underground Facilities, arising from Engineer’s services under Exhibit A Paragraph 1.02.A.13 above, based when applicable on the guidance in ASCE 38, “Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data.”

4. Preparation of environmental assessments and impact statements; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project.

5. Providing assistance in responding to or investigating the presence of any Constituent of Concern at any Site, in compliance with current Laws and Regulations.

C. Additional Study, Investigation, and Report Services

1. Undertaking investigations and studies including, but not limited to:

a. detailed consideration of operations, maintenance, and overhead expenses;

b. the preparation of feasibility studies (such as those that include projections of output capacity, utility project rates, project market demand, or project revenues) and cash flow analyses, provided that such services are based on the engineering and technical aspects of the Project, and do not include rendering advice regarding municipal financial products or the issuance of municipal securities;

c. preparation of appraisals;

[PAR 1469] EXH A-5 of 5 Exhibit A –Engineer’s Study Services

d. evaluating processes available for licensing, and assisting Owner in obtaining process licensing;

e. detailed quantity surveys of materials, equipment, and labor; and

f. audits or inventories required in connection with construction performed or furnished by Owner.

2. Services resulting from…