r . `.,

L....,.-

This document has imporiznt legal cOnsequences; consultation with an allomey is encouragcd with respcct ro its use ormodifica[ion. lhis document should be adapced lo tlic particular circumstances of thc contemplated Project and IheControlling Law.

STANDARD FORM OF AGREEMENT

BETWEEN OWNER AND ENGINEER

FOR

PROFESSIONAL SERVICES

LIONS WATER TREATMENT PLANTST.JOHN THE BAPTIST PARISH, LOUISIANA '

Prepared by

ENGINEF.RS JOINT CONTRACT DOCUMENTS COMMITTEE

and

Issued and Published Jointly by _

A ^ National Society o/ /

w qmenan SocietyE C Proessional Engineers VC ofCivil Engineersu..uti.....co....,_• PmlatslanelEn9lneersin%IVaMPrtdlce

PROFESSIONAL ENGINEERS IN PRNATE PRACTICE

n praclice division of!lreNATIONAL SOCIETY OF PROFESSIONAL LNGINEERS

AMERICAN COUNCIL OF ENGINEERING COMPANIES

AMERICAN SOCIETY OF CIVIL ENGINEERS

ORIGINALOcrober15,2004

FJCDC E-500 Slanavrd Form of Agrecmrni Benveen O»ner end 8nsnmr for Prafessionel ServiacsCopyright3003IJaiional5ocielyo(PmfessionalEngineersforElCDC AllrightsreserveJ.

LIONS WATER TREATMENT PLANT

ST. JOHN THE RAPTIST PARISH, LOUISIANA

ENGINEER: Environmental Engineering Services, Inc.CONSULTANTS: L& S Consultants, Inc.

Cox Engineering, Inc.

Ihis Agreement has been prepared for use with the Slandard General Conditions of Ihe Conswction ConVacl (No. C-700,2002 Edition) of 1he Engineers Joint Convact Documents Committee. The'v pmvisions are interrelated, and a change in onemay necessitate a change in ihe othec For guidance on the compietion and use of tltis Agreement, see EJCDC User's Guideo the Owner-Engineer Agreement, No. E-001, 2002 Edition.

National Society of Professional Engineers1420 King Streei, Alexandria, VA 22314

Mierican Couocil of Engineering Companies1015 15tL StreetN.W., Washingtoq DC 20005

Ameriwn Sociery ofCivii Enginecrs OctOber 15, 2004180I Alcxander Acll Dnve, Rcston, VA 20191-4400

EJCDC E-50U Stnnderd Form of Agreement Betwcen Owner nnd Engineer Por Professional Servi<esCopyriCM 2002 Naiionxl5ociety of Ymfessional N.ngineers far F:.ICDC NI righ[s reservN.

TABLE OF CONTENTS

ACRL'EMENT BE1'WEEN,OWNF,RAND ENGINEER POR PROFESSIONAL SERVICES

ARTICLE 1— SF,RVICES OF ENCINEER1 .01 Scope ..................................................................... ]

ARTICLE 2 - OWIYER'S RESPONSIBILITIF,S2 .0] General ................................................................... ]

ARTICLE 3— SCHEDULE FOR RENDERF,ING SERVICES

3.01 Commencement ............................................................. 1

3.02 Time forCompletion . . . . . . . _ . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 1

ARTICLE 4— INVOICES AND PAYMENTS

4 .01 Invoices ................................................................... 2

4 .02 Payments .................................................................. 2

ARTICLE 5— OPINIONS OF COST

5.01 Opinions of Probable ConsWCtion Cost . . . . . .. . .. . . . . . . . . _ . . . . . . .. _ . . . . . _ . . . . 2

5.02 Designing to a Construction Cost I.imit . . . . .. .. . . . . . . . . . . .. . .. . . .. .. _ . .. . . .. . . .. 2

5.03 Opinions of 7'o[al Project Costs . . .. . .. .. . .. .. . .. . . . . .. . .. . .. . .. . .. .. .. _ . . . . . . . 2

Ai2TICLE 6 — GENERAI. CONSIDERATIONS6.01 SlandardsofPerformance....... _ ............................................ 2

6.02 Design Without CosWCtion Phase Services . . . . .. . . . . . . . .. . . . . . . . .. _ . . . . . . . . . . . . 3

6.03 UseofDowmen[s ...................... _................................... 3

6 .04 Insurance ................................................................... 4

6.05 Suspensionand Temina[ion ................................................... 4

6.06 Controlling Law .............................................................56.07 Successors, Assis, and Reneficiaries . . .. .. . . . . . . . . . . . . .. . . . . . . . .. .. . . . . . . . . .. . . 5

6.08 Disputing Resolution ............:............................................ 6

6.09 Environmental Condi[ion of Site . . .. .. . .. .. .. . . . . . . . .. . .. . .. . . . . . . . . .. .. . . . . .. . . 6

6.10 Indeminification and Mu[ual Waiver . .. .. .. . . . .. . .. . . . . _ . .. . . . . .. .. _ . . . .. . .. . . . 6

6.11 Miscellaneous Provisions . . . . . . . . . . . . _ . . . . . .. . . . . . . . . . . .. . . . . .. .. ... . . .. . .. . .. 7

ARTICLE 7 — DEFIMTIONS

7.01 Defined Tertns .............................................................. 7

ARTICLE 8— EXH7BITS AND SPECIAL PROVISIONS 8.01 Exhibitslncluded .....................................:...................... 8

5.02 TotalAgreemen[ .....................................................................8.03 Designated Rcpresen[atives ........................................................... 9

EICDC E500 Stmitlertl Form ofAgreemenl Between Owner ond F,nCineer Por Proknionnl Servicn C NlrigM1ixresttvM.

STANDARD FORM OF AGREEMENT

BETWEEN OWNER AND ENGINEER

FOR

PROFESSIONAL SERVICES

THIS IS AN AGREEMENT eflective as of Octobe[ I5, 2004 (" Effective Dae") between

Parish of St.John the Owner') and

Environmental Engineering Services, Inc. P'Eseer'•).

oe. ceas ro Uoarade Lions Water Plant with a new 2MGD filter.

Projut°).

Owner and Engineer agree as follows:

ARTICLEI-SERVICESOFEHGINEER

ARTICLE 3- SCHEDULE FOR RENDF,RINC

SERVICES

1.01 Scope

A. Engincer ahall provide, or cause ro be provided,he services set fonh herein and in Exhibit A.

ARTICLE2-OWNER'SRESPONSIRII.ITIES

2.01 General

A. Owner shall have the responsibilities sel Corthherein and in Exhibit B.

B. Owner shal] pay Engineer as set forth inExhibit C.

C. Owncr shzll be responsible Cor, and Enginecrmay rely upoq the accuracy nnd complereness of ailrequiremente, programs, inswotionu, reporcs, data, andother mColmatim fumished by Oumer to Engineer pursuantto this AgreemenL Engineer may use such requirements,programs, inswctions, reports, daa, and infortnation inperfonning or fumishing services under this Agreemem.

3.01 Commencement

A. Engirieer shall begin rendering services as of theEf(eaivc Date of ihe Agreement.

3.02 Time tor Completion

A. Ggineer shall complete its obligations wi[hin areasonable time. Specific penods of time for renderingservicec are set forih or spccific dates by which services arero be completed are providcd in Gibit A, and are herebyagreed lo be reasonable.

B. If, through no faul[ of Engineer, such periods oftime or dates ue changed, or the orderly and continuousprogress of Engmeer's services is impaired, or Engirieer'sservices am delayed or suspended, then the time forcompletion of Engineer's services, and Ihe rates andamounts of Engineer's compensation, shall be adjustedequitzbly.

C. ff Owner aNhorizes changes in the scope,

extent, or character of the Project, then Ihe lime forwmpleGOn oC Egineer's services, and the retes andamoums of Engineer's compensation, shall be adjustedequiwbly.

ercoc e.-sno s.a.neo.m orne..mxn, o....nts=e. ro. rors,mois...:Capyright E002 Nmional Sociery of Professional Engineers tor FJCDG All ri¢Ms reser.ed.

D. Owner shall nmke decisions anA carty out ilsother responsibiliies in n timely manner so as no to delaythe Engineer's performancc of its services.

E. If Lngineer fails, through its own fault, locomplele ihe pedormancc required in this Agrecmentwilhin the time set Conh, as duiy adjsted, [heu Oemer shallbe entiled ro the recovery of direc[ damages resulling Gomsuch Failure.

ARTICI.R 4- INVOICF,S AND PAYM4:NTS

4.01 Invoices

A. Preparafion und Submitln! of lnvoice.r.Engineer shall prepare invoices in accordance with itsstandard invoicing prac[ices and the tertns of Pxhibit C.Engineer shall submit ilt imoices to Owner on a monthlybasis. Invoices arc due and payable wihin 30 days ofreceipt.

4.02 Payments

A. Application ro/nterest and Principa! Paymentwill be credied first ro any interest owed to Engineer andthen w pdncipal.

B. Failure m Puy. I( Owner (ails to make anypayment due Engineer for services and expenses within 30days after receipt of Hngineer's invoice, tlen:

l. amounls duc Engineer will be increzs'ed atthe rare of I.0% per month (or the maximum rate ofinterest permined by luw, if less) from said thinlethday; and

2. Hngincer may, after giving seven dayswritten notice to Owner, suspend srnices under lhisAgreement until Owner has paid in full all amountsdue for services, expences, and other relamdcharges. Owner waives any and nll claims againstEngineerforanysuchsuspension.

C. Disputed Mvoices. If Ovmer contests aninvoice, Owner may withhold only that ponion socontested, and must pay the undisputed portion.

D. Legislative Actions. [f aflcr the Effective Dateof tlie Agreement any govemmental entity takes alegislative ac[ion that imposes taxes, Fees, or charges onEngineer's services or compensation under this Agreemen[,tlien the Engineer may invoice s'uch new tases, Cees, orcharges as a Reimbursable Expense to which a factor o( I.0shall be applied. Owner shell pay such invoiced ncw axes,fees, and charges; such payment shall be in addition to thc

compensation to which Engineer is cn[iled under thc tennsof F,xhibit C.

1R"PICLE 5 - OPINIONS OF COS'P

5.01 Opinions of Probable Construction Cost

A. Engineer's opinions of pmbable ConswctionCost are to be made on the basis o( Engineer's experienceand qualifications and represent Cngineer's best judgmentas an cxpenenced and qualified proCessional generaltyfamiliar with the cortswction indus(ry. However, sinceEngincer has no conval over he cost of labor, materials,equipmenS o services fumished by others, or overcontnctors' methods of determining prices, or overcompclitive bidding or market coditions, Engineer canwtand does not guaramee Ihat proposals, bids, or acNalConsvuction Cost will not vary from opinions of pmbableConswetion Cost prepared by Engineec If Owner wishesgrwler assurance as to pmbable ConsWClion Cos'1, Oumershall employ an independent cost estimator as provided inExhibit B.

5.02 Designing to Construction Cost Limit

A. N/A.

5.03 Opinions ot Total Project Costs

A. The services, if any, o( Engineer with respect toToml Project Costs xhall be limited to assisting the Ownerin eollating the vanous cost categories, which compriseTotal Project Cosis. Engineer assumes no responsibilityfor the nccuracy ofany opinions ofTotal Project Coses.

ARTICLE 6 - GENERAL CONSIDERATIONS

6.01 Standards of Pertormance

A. The standard of care for all pro(essionalengineering and related services perfovned or fumished byEngineer under this Agreement will be the care and skillordinarily used by members of the subject pro(essionpracticing under similar circumstances a[ lhe same time audin the same locality. Bngineer makes no warranties,express or implied, under this Agreement or otherwise, inconnection with Engincer's services.

B. Owner shall not be responsible for discoveringdeficicncics in thc cclutiwl acwrucy of GngineePsservices. Engineer shall correct any such deficiencies intechnical accuracy wihout additional compensation exceptro the exten[ such cortective action is dfrectly auributebleto deficiencies in Owner-fumished infortnation.

EJCC E-500 SmndarJ Farmo(Agreement eewecn Owncr onJ Engineer far Pmfessional5ervlaesCopyriFht 2002 Nmlonol tioaiey of Profesional F,ngineers for EJCUG NI riRlis rescrveA.

C. Engineer may employ such Consultants asEngineer deems necessary to assist in Ihe per(ormance orfumishing of thc services, subject to reasonable, timely,and substantive o6jections by Oumer.

D. Subject to the standard of care set forth inpamgraph 6.OI.A, Engineer and its Consultnnls may use orrcly upon design elemen(s and infortnaion ordinarily orcustomarily fumished by others, including, but not Iimiredto, specialty contmcrors, manufacturers, supplicrs, and Ihepublishers of rechniwls[andards.

E. Engincer and Oumer shall comply withapplicable Laws and Regulations and Ownervmandatedstandards Ihm Oumer has provided [o Lngineer in writing.This Agreement is based on hese requiremems as of itsEfPuive Date. Changes to hese requiremenls alter theEffeclive Date of ihis Agreemen[ may be the basis formodificalions to Owner's responsibilities or to Fngineer'sscopeo(services, times of pedortnance, and compensation.

F. Engineer shall not be required to sign anydocumen[s, no matter by whom requested, tlmt would resutliv the Engivecr having lo certify, gmrance, or warrant lheexistence of conditions whose existence the Engineercannot ascertain. Owner agrees not to make resoWtion ofany dispute with [he Engineer or payment oF any amountdue to the Engineer in any way contingent upon theEngineer signing any such documenis.

G. The Geneml Conditions for any conswctionconiract documents prepared hereunder are b be theStandard General Conditions of the Conswction

Conrcacf' as prepared by the Engineers Joint ContractUocuments Committee (NO. C-700, 2002 Edition), uNesaboth parties muNally agree to use other General Condilionsby specific reference in Exhibit 1.

ti. Engineer shall not at any time supervisq dircet,or have control over Contractor's work, nor shall Engineerhave auUiority over or responsibility ( or the means,methads, techniques, sequences, ar procedures ofconswction selecred or used by Contractor, (or security orsafety at the Sie, for safety precautions and programsincident to ihe ConVacror's work in progress, nor for anyfailure of Contractor to comply wih [aws and Regulationsapplicable Io ConnacroPs fumishing and per(onning theWork.

1. Engineer neither goarantces the perFomnnce ofany coniractor nor assumes' responsibility f'or anycontracmr's failure to fumish and perfom lhe Work irtacmrdnnce with [he Contract Documents.

d. Hngineer shall not be responsible for 1he acts oromiss'ions of any conVacror, subwnvactor, or supplier, orof any of their agents or empioyees or of any other persons

except Engineer's own employees and its Consuitants) atihe Site or otherwise fumishing or perfoming any Work;or for any decision made on imeryretations or clanficationsof the Contrzct Documents give by Owner wilhomconsultation and advice ofEngineer.

6.02 Design without Construction Phase Services

A. If 8ngincer's Basic Services under thi.eAgreement do not include Pmject observatioq or review ofthe Contractor's perfortnance, or any other ConswctionPhase services, thcn (I)Fngineer's services under thisAgreement shall be dcemed complete vo later than the endof the Bidding or Negotiating Phase; (2) Fngineer shallhave m design or shop drawing review obligations duringwnswction; (3) Owner assumes all responsibility for Iheapplication and intepretation of [he Contract Documems,wniract adminisVatioq construction observation and

review, and ail other necessary Conswction Phaseengineering and professional services; and ( 4) Ownerwaives any clzims agains[ [he Engineer Iha may bcconnected in any way thereto.

6.03 Use of Documents

A. All Documents are insnuments of service in

respect to this Pmject, and Engineer shall retain anownership and property incerest therein ( including thecopynght and the right of reuse at he discretion of theEngineer) whether or not the Project is completed. Ownershall not rely in any way on any Documenl unless it is inprinted form, signed or Sealed by the Engineer or one of iLsConsullants.

B. A parry may rety that data or infortnation setforth on paper ( also known as hard copies) that the partyreceives from thc other party by mail, hand delivery, orfacsimile, are he items that ihe other party iNended tosend. Files in electronic media £ortnat of text, daLa,graphics, or other types thnt are fumished by one party Iothe other are fumished only for convenience, not relianceby the receiving pnrty. My conclusion or informationobtained or derived Gom such elecVOnic files will be al the

user's sole dsk. IC there is a discrepancy betwern Iheelecvonic f les and the hard copies, the hard copies govem.

C. Because data siored in electronic media forma

can deieriorete or be modified inadvertently or otherwiscwi[hout authorizaion of Ihe data's creator, lhe partyreceiving clectronic files agrees that it will perfortnaccep[ance rests or procedures within W days•, aRer whichIhe receiving party shall be deemed to hzve accepted thedata hus Imnsferted. Any [ ransmi¢al ertors deiccted

within the 60-day accepmnee period will be corected byhe party delivering he eleamnic files.

Pvge 3 of 10FJCDC E-500 Smndvrd F'orm of Agreement Betaeen Owner and F.ngineer far Professionvl Services

CopyrigM1t 2002 Nalionnl tiociely af Pm(essional Engincers lor FJCDC. All righh reserved.

D. When transferting documems in eiectronicmedia format, [ he trans(erring pany makes norepresentaions as to long tertn compatibility, usability, orreadabiliiy of such documents resuling from the use o(software application packages, operating sysrems, orcompWer hardware diCfering from those used by thedocuments' crearor.

E. Oumer may make and retain copies ofDocuments for information and reference in connection

with use on the Pmject by Ownec Engineer grants Oumera license o use the DocumeNS on Ihe Project, extensionsof the Pmject, and o[her projec(s of Owneq subject to thefollowing limitations: (1)Owner acknowledges that suchDocumenis are not intended or mpresented ro be suitableor use on the Project unless completed by Engineer, or foruse or reuse by Owner or ohers on extensions of theProjeot oc on any other projecl without wntteu vecifioationor zdaptalian by Engineer, (2) any such use or reus'e, orany modification of the Documents, without writtenverificatioq completioq or adaptation by Engineer, asappmpriate for the specifc purpose intended, will be atOwner's sole risk aud without liability or legal exposure roEngineer or ro Engineer's ConsultanLS; (3) Owner shallindemnify and hold harmless Engineer and Engineer'sConsultants from alI claims, damages, losses, and expenses,including a[tomeys' fees, arising out of or resulting Gomavy use, reuse, or modi£oation without written verificatioqcompletioq or adaptation by Hngineer, (4) such limitedlicense to Oumer shall mt emate nny righs in third parties.

F. If Engineer at Owner's request verifies oradapLC he DocumenLS for excensions of the Project or forany other project, [hen Owner shall compcnsate Engineer atmies or in an amount to be agreed upon by Omer andEngineer.

6.04 Insurence

A. Engineer shall procure and maintain insuranceas sel forlh in Exhibil G, "Insurance." Engineer shall causeOwner to be listed as an addilional insured on anyapplicable general Iiability insurance policy carried byEngineer.

B. Owner shall procure and maintain insarance asset fonh in Exhibit G, °Insurance" Owner shall cause

Engineer end Engineer's Conaullanis to 6e listed asadditional insureds on any general liability or propertyins'urance policies carried by Owner, which are applicableto the Project.

C. Owner shall require Contractor to purchase andmaintain general liability and other insurance in accordancewilh the requirements of paragraph 5.04 of fhe "SlandardGeneral Conditions of the Conswction Contract;'

No. C-700, 2002 Edition) as prepnred by the Engineers

loint Contract Documents Committee and m cause

Engineer aud Engineer's Consultants to be listed acadditional insureds wi0i respect o such liability and otherinsurance purchased and mainmined by Contractor Cor thcProject.

D. Oumer and Enginccr shall each deliver to thcolher cetlificates of insurance evidencing the covemgesindicated in Exhibit G. Such cenificates shall be fumishedprior m commencement of Engineer's services and atrenewnls therealter during the lifc of the Agreement.

F,. All policies of propeny insurance relating to theProject shall contain provisions o the eC(ect thotEngineer's and Engineer's Consultanc' interests arecovered and that in the event of payment of any loss ordamage the insurers will have no nghts of recovery againstEngineer or is ConsulanLS, or any insureds or additionalinsureds thereunder.

F. Al any [ime, Oumer may request that Engineeror iLS ConsWtanis, at Owner's sole expense, provideadditional insuance coverage, increased limits, or reviseddeductibles that are more protective than those specified inGxhibit G. If so requesled by Oumer, and if commeroialtynvailable, Engineer shall obtain and shall require iLcConsultanls to obtain such additional insurance coverage,difCerent lirttits, or revised deductibles for such periods oftime as requested by Owner, und Euhibit G will hesupplemenced to incorporate these requiremenis.

6.05 Suspension and Termination

A. Suspension.

By Owner: Owner may suspend the Prqectupon seven days wdtten noticc to Bngineer.

By Engineer: If Engineer's serviws aresubstantially delayed through m fault of Engineer,Engineer may, aRer giving seven days written mtice mOwneq suspend services under this Agreement.

B. Terminalion. The obligation to pmvide funherservices under this Agreement may be terminated:

1. For cause,

a. By either party upon 30 days wri¢enmtice in Ihc event of substantial failure by Ihcother party to perfonn in accordance with theterms hereof Oirough no faul[ of the terminatingpany.

r,Fe a or m

BJCDC E-500 Sinndnrd Form of Agreement Bd.vecn Owncr nnd F.ngineer for Professionvl ServicesCopyriCM ttE01@ Natianal Saciety af Professiaml Enginecrs for EJCIIC. All rightv rexttveJ.

b. Dy Hngincer:

1) upon seven days written nofceif Owner demands Ihat Hngineer fumish orperForm services convary ro Engineer'sresponsibilities as a licensed pmfessional;or

2) upon seven days wriven noticeiC the Engineer's services for the Pmjeclare delayed or suspendcd For more than 90days for reasons beyond Fngineer'scontrol.

3) Enginecr shall have no liabilityb Owner on aceount ofsuch tennination.

c. Notwithstanding the foregoing, thisAgreement will not mrminate mderparagraph 6.OS.B.I.aifthe party rccciving suchnoice begins, within seven days of receipt ofsuch noice, m correct its substantial Failure to

perform and proceeds diligentty m cure suchnilure within no more than 30 days of receiptthereof; provided, howeveq that if and ro theexent such Subs[antial failure canml be

reasonably wred within such 30 day period, andiCsuch pany has diligently attempted to cure thesame and thereafier continues diligentty to curethe same, then the cure period pmvided forherein shall extend up to, but in no case morethan, 60 days afler the date of receipt of thenoice.

2. Forconvenience,

n. By Owner effective upon Engineer'sreceipt o(nolice Gom Oumer.

C. EJjeclive Date ofTerminalion. The terminatingparty under paragraph 6.OS.B may set the effective date oftermination at a time up to 30 dayc later than othe>wiseprovided to allow Engineer ro demobilize personnel andequipment Gom the Site, to complete tasks whose valuewould otherwise be lost, to prepare mtcs as to the stams ofcompleted and uncompleted tasks, and to assemble Projec[materials in ordedy files.

D. Payments Upon Temiinntion.

1. In Oo avent oC eny [ ermietion underparograph C>.05, Engineer will be entitled to imoiceOwner and ro receive full payment for all aervicesperformed or fumished and ail ReimbursableExpenses incuned through the efiective date oFlelmination. Upon nmlung such paymen[, Ownershall have the limited right to the use of DocumenLS,at Owner's sole risk subjec[ to tlie provisions of

paragraph 6.0}.E.

2. In thc event o( temiimian by Owner Corconvenience or by Engineer for cause, Engineershall be entitled, in nddition ro invoicing (or thoseitems identified in paragraph 6.OS.D.1, ro imoiceOvmer and to payment of a reasonable amount forservices and expenses directly aurihutable mtertninatioq bolh before and after the effecive date

of tertninatioq such as reassignment of personnel,cosLC ot terniinating contracts wih Engineer'sConsullanLS, and olher related closcwt costs, usingmethods and rates ( or Additional Services as setfonh in Eibit C.

6.06 Controlling Law

A. This Agreement is to be govemed by the Iaw ofthe state in which the Project is Iocated.

6.07 Successors, Assigns, and Beneticiaries

A. Owner and Fnginecr each iv hereby bound andthe partners, succcssors, exewtors, administramrs and Icgalrepresentatives of Ovmer and Engineer (and to the extentpennitted by paragraph 6.07.B the aesigns o( Owner andEngineer) are hereby bound to the other pany to hisAgreement and to lhe partners, successors, exewtors,adminisvators and legal representatives (nnd said assigns)of such other party, in respect of all covemnts, ngreemens,and obligations of this Agrcement.

B. Neilher Oxmer nor Engincer may assigq subie,or transfer any nghis under or interest (including, butwithout limitatioq moneys that are due or may bttomedue) in this Agreement without the written consent of theother, except to ihe exent that any assignment, sublening,or transfer is mandated or resuicted by law. Unlessspecifically stated m the contrary in any writmn consent [oan assignment, no assignment will release or discharge eheassignor &om any duty or re5ponsibiliry under lhisAgreement.

C. Unlcss expressly provided otherwise in thisAgrcemenL

1. Nothing in this Agreement shall beconstrued to crea[e, impose, or give rise to any dutyowed by Owner or Fnginecr to any Contractor,Coutractor's subconiraclor, supplieq mheindividual or eniily, or to nny surety for or employeeof euy of them.

2. All dulicx and rovponsibilitics' undertakenpursuant to this Agreemem will be for the sole andexclusive benefi[ of Owner nnd Cngiveer and not fothe benefit of any other pany.

Page 5 of IOEJCDC E-500 SronJarJ Form of Agreement Belween Orvner and Engineer for PmfessionlSenices

CoprripL P200E Naioml Sociery of Pmfessioml Engineers for FJCDC All righis reserved.

3. Oumer agrees that the substance of theprovisions of this paragraph 6.OZC shall appear inthe Contract Documevts.

6.08 Dispute Resolution

A. Ownex avd Engiueer ugree to negotiate alldisputes betwecn ihem in good faith for a period of 30 daysfrom the dete of notice prior ro involdug lhe piocedurea afExhbi[ H or other provisiona of lhis Agicement, orexercising [heir nghts under law.

B. If the panies fail to resolve a dispute throughcegotiation uuder paragaph 6.O&.A, then either or bothmay invoke the procedures of ExhibitH. If ExhibitH isnot icluded, or if no dispute resolution method is specifiedin Exhibit H, thw the patties may exemise Iheir rightsunder law.

6.09 Environmental Condition of Site

A. Owner has discfosed to Engineer iv wrifing theexistence of all known and suspected Asbesms, PCBS,Petroleum, Hazardous Waste, Radioactive Material,

hazardous substanws, and other Constiments of Concemloca[ed at or near the Site, including type, quantity, andocation.

B. Owner represenCS to Engineer that to the best ofirs Imowledge no Conetiments of Concem, other than lhosedisclosed in writing to Engiveeq exie[ at the Si[e.

C. [f Engiveer encounters an undiaclosedConsliNent of Concem, [ hen Gngineer sliall notiCyl)Owner and (2) appropiate govemmental offioiala ifEngineer reasonably concludes that doing so is required byapplicable Iaws or Regulations.

D. It is acknowledged by both parties thatEngineer's scope of services does not include any servicesrelated m Constimevts of Concem. If Evginee o anyother party encounters an mdisclosed Constiment ofConcem, or if investigative or remedial action, or otherprofessional services, are newssary with respect rodisclosed or undisclosed ConstiNents of Concem, thenEugineer may, at its option end without liability Coxconsequential or any other damages, suspend perFormanceof services on the portion of the Projut effected thecebyuntil Ownec (1) retaias appropriete specialist cousul[ant(s)or contrac[oe(s) ro identify and, as appropriate, abate,remediate, o remove he CovstiNents of Concem; and2) warrants that the Site fs in full compliance withapplicabie Laws and Regulations.

E. If lhe presence at the Site oF undisclosedConstiNents of Concem adversely affects he performaneeof Eugineee's services under this Agreement, then the

Egineer shall have the optiou of (l) eccepting au equitablexdjustment in its compensalion or in the time ofcompletion, or both; or (2) tertnivating this Agreemen[ foccause on 30 days notice.

F. Owner acknowledges that Engineer isperforming professioual services for Owner and that

Engineer is vot and shall not be required to 6ewme unaranger;' "operaror;' "generator;' or " transporter" ofhaa.azdous substances, as defined in the ComprehensiveEvvironmental Response, Compensation, and Liability ActCERCLA), as amended, which are or may be encouvteedet or near the Site in connection with Engiveer's activitieeunder this Agreemen[.

6.10 Indemnification and Mutual Waiver

A. Indemnifcaflon by Engineer. To lhe Poilestextent pertnitfed by law, Engineer shall indemnify and holdharmlus Owner, and Owner's officers, direcrors, partnees,agents, consulants, and employees from and against anyand all olaima, cosfs, basea, and damagee (ivolding balno[ ]imited to all fees and charges of engineees, amhitects,atromeys, and other professioals, and alI court, azbitratioqor other dispute resolution wsts) nriaing out of ae celativgto the Pmject, provided that any soh claim, cost, loss, ordamage is attributable m bodily injury, sickness, disease, ordeath, or to injury to or destruction of Iangible propertyo[her then the Work itselfl, including the losa of useresulting therefrom, but only [o the extet caused 6y anynegliget act or omission of Engineer or Engineer'soffcers, direcmrs, partners, employees, or Consultants.The indemnification provision of the preceding sentence issubjec[ to and Iimited by the provisiovs agreed to byOwner and Engineer in Exhbit I, "Allocatiou of Risks;' ifany.

B. Indemnification by Owner. To lhe fllest extentpecmitted by law, Owner shall indemnify and hold hazmlessEngineeg Engineer's offioes, direcrors, partners, agenis,employees, aud Consulfavte ftom and againat any and ellclaims, costs, losses, and damages ( including but notlimited to all fees and charges of engineers, architecLC,attomeys, and otherprofessionals, and all couR, az6itratioqor other diepte reaolution cosls) arisiug out of or elativgto the Pmject, provided lfia[ auy seh oleim, oost, lose, ordamage is atMbutable to bodity injury, sickness, disease, ordeath or to injury ro or desteuction of tangible propertyother than he Work itsel, including the bss of usecesulting therefrom, but only to the extent caased by anynegligenl aot or omission of Owner or Ownei s ofGces,dicecrora, partuece, ageuts, eonsultants, or employees, oothers reteined by or uder contract ro the Owner withrespect ro thie Agreement oc to the Pmject.

C. Gnvlronmentnl Indemmificntion. In edditiov rothe indemnity provided under paragraph 6.10.6 of Ihis

EJCDC E-500 Sandard Favm olAgreomcnt Bctwecv Owner and En6r far Profusionvl ServicesCopyright 02002 Natianal Society of Pmtessional Engineers (m EJCDG All riRa rcserve.

Agreement, and to Ihe fulleFl exten pemiiued by lew,Owner shail indemnify and hold hamiless Engineer and itsofficexs, direulors, partners, ngenis, employees, andConsultanLS Gom and against any and all claims, cosis,losses, and damages (including but not limited o all feesand charges of engineers, architects, anomeys and otherpmfessionals, and all coun, arbitratioq or other disputeresolution costs) caused by, arising out of, relating to, orresulting from a Constlment o(Concem at, oq or under theSite, provided that (i) any such ulnim, cost, loss, or dnmageis attributable ro bodily injury, sickness, disease, or demh,or ro injury to or destruction of tangible pmperty (oherthan the Work itselfl, including the loss of use resultingtherefrom, and (ii) mthing in this pnragraph shall obligateOwner to indemnify any individual or entity from andagainst the consequences of that individual's or entity's ownnegligence or willful misconduc.

D. Percenmge Share ofNegligence. To the fullestcxtent permitted by law, a patty's lotal liability ro heother party and anyone claiming by, through, or under theother party Cor any cos[, loss, or damuges eeueed in part bythe negligence of the party and in part by the negligence ofthe other party or any other negligent entity or individual,shall not exceed the percenmge share that the party'snegligence bears ro the lotal negligence of Owner,Engineer, and ull other negligem entities and individuals.

E. Mulual Waiver. To lhe Pollesl extenl petmilledby law, Owner and Engineer waive against each other, andthe other's employees, officers, dimctors, agents, insurers,pattners, and consultants, any and all claims for orenbHement to special, incidental, indirect, or consequentialdamages arising out of, resulting from, or in any wayrelated to the Pmject.

6.11 Miscellaneous Provisions

A. Notices. Any notice required under thisAgeement will be in writing, addressed to the appropriatepany at its address on the sigmmre page and givenpersonally, by facsimile, by registered or certified mailpostage prepaid, or by a commercial wurier service. AIlnotices shall be effec[ive upon the date of receipt.

B. Surviva/. Ail express representations, waivers,indemnifications, and Iimitations of liability included inthis Agreement will survive ils completion or tenninaionor any reason.

C. Severn6ility. My provision or part of theAgreemeN held ro be void or unenPorceable under anyLaws or Regulations shall be deemed stncken, and allremaining provisions shall continue o be valid and bindingupon Owner and Gngineer, who agree hat the Agreementshall be refommd to replace such stricken pmvision or panthereof wrth a volid and enforcenble provision thot comas

as close as possible to expressing the inlcntion of hestricken provision.

D. Woiver. A party's non-enfomement of anyprovision shall not constiWte a waiver of that provisioqnor shall it affect the enforceability o( ihat provision or ofthe remainder of [his Agreement.

E. Accrual af C[aims. To lhe fullesl ex[ev[permitted by law, all causes• of ac[ion arising under (hisAgreement shall be decmed to have accrucd, and allstatutory periods of limitation shall commence, no laterthan the date of Substantial Completion.

ARTICLE7-DEFINITIONS

7.07 Defined Terms

A. Wherever used in this Agreement (induding theExhibits hereo) [ertns (including he singular and pluralforme) printed with initial capital letters hzve the meaningsindicated in the text above or in the exhibits; in the

ollowing pmvisions; or in he " Standard GeneralConditiortc of ihe Conswction ConVacl;' prepared by theEngineers Joint Contract DocumenLC CommitteeNo. C-70Q 2002 Edition):

1. Additiana( Services--The services to be

performed For or fumished ro Owner by Engineer inaccordance wifh Hxhibi[ A, Part 2, of WisAgreement.

2. Basic Servires--The services ro be

performed Por or (umished lo Otmer by Gngineer inaccordance witli Exhibi[ A, Part 1, of this'

Agrcement.

3. Coaenuction Cos(--The cost to Owner oC

hose portions of the entire Pmjec designed orspecifed by Engineec Conswction Cost does notinclude wsts of services of Engineer or other designpwfessionals and consultants, cost oCland, rights-of-wuy, or compensation Cor damages to propenies, orOwner's costs for legal, accowting, insurancecounseling or auditing servicu, or inteast andfinancing charges incurzed in connection with theProject, or the cost of other services 10 be providedby others ro Ovmer pursuant ro Exhibit B of thisAgreement. Construction Cost is ane of the itemecomprising Total Project Cos[s.

4. Consti(uent oJ Concern--My substance,product, was[e, or other marerial of any naNrewhalsoever (including, 6ut not limied lo, As6estos,Pevoleum, Radioactive Material, and PCI3s) which

Page ] 0(10EICDC E-500 Sundard Form ofAgreemem Between O.mer vnd Engineer for Pmfessianvl Servi<es

Caprright 0200i Netional Sociey of Pmfessional F,ngineers for FJCDG All ripha rezerved.

is or becomes listed, rcgula[ed, or adress'cdpursuant ro[a] the Comprehensive HnvironmentalResponse, Compensation and Liability Act. 42U.S.C. §§9601 et seq. ("CERCI.A"); [b] haHazardous Ma[enals Transportation Acl, 49 U.S.C.I801 et seq.; [c] the Resource Conservation andRecovery Act, 42 U.S.C. §46901 et 5eq. (RCRA';d] the Toxic Subsmnces ConVOI Act, IS U.S.C.2601 et seq.; [e] the Cleau Waer Aot, 33 U.S.C.p¢1251 e seq.; [f] the Clcav Air Act, 42 [ 7.S.C.7401 e seq.; and [gJ eny o[he Cedeml, stale, orlocal statum, law, rule, regulation, ordinance,msolutioq code, order, or duree regulating relatingto, or imposing liability or standards of conductconceming, any hazardous, toxic, or dangerouswaste, sub5tance, or material.

5. Consulmnts--Individuals or entities havinga contmct with Engincer to fumish services withrespect to lhis Project as Engineer's independentpmfessional nssociates, consultants, subcontracmn,or vendors.

6. Ducuments—Data, repons, Drawings,Specifications, Record Drawings, and otherdeliverables, whether in printed or elecvonic mediaonnal, provided or fumished in appropnate phasesby Engineer to Ovme pursuant to this Agreemeut.

7. Ornwings—That part of the ContrnctDocumenis prepared or approved by Engineeqwhich graphically shows the scope, ex[ent, andchnacter af the Work ro be perCormed byConVaclor. Shop Drawings are mt Drawings as s'odefined.

8. Laws and Regulations; Lmvs orRegulaions—Any and alf applicable laws, rules,regulations, ordinances, codes, and orders of anyand all govemmental bodies, agencies, authorities,and courts havingjurisdiciion.

9. Reimbmsable Expenses-=1'he expen5esincurted directly by Engimer in connection with theperfortning or Curnishing of Buic and AdditionalServices for the Prqec[.

10. Resident Project Represenm(ive--Thcauthorized representative of Engineer, if any,assigned to assist Engineer at the Site during theConswction Phase. The Resident Projecl

Representaive will be Lngineer's agent or employeeand under Engineer's supervisiort As used herein,the term Resident Pmject Representative includesany assismnls of Residrnl Project Represenmtiveagreed to by Owner. 7'he dn[ies and responsibililiesof the Resident Project Representative, iCany, are asse[ forlh in Exhibi D.

1 L Specifications--Tha[ part of [he ContractDowments consisting of written technicaldescriptions of materials, equipment, sysiems,standards, nnd workmanship as applied ro the Workand certain admiuistcative details applicuble thcrelo.

12. Tom[ Project Costs--The sum of theConstruaion Cost, allowances ( or contingencies,and the mtal costs of scrvices of Engineer or otherdesign proCessionals and consultants, together wihsuch other Projechrelared costs that Owner fumi+hesfor inciusioq including but not limited to cost ofland, righs-of-way, compensation for damages mpmperties, Owner's costs for legul, accounting,insurance counseling and auditing services, intercstand financing charges incurred in connection wiihthe Project, and the oost of other services to beprovided by others m Owner pursuant to Enhibit Bof this Agreement.

AR7'ICLE 8- F:XHIBTTS AND SPECIAL

PROVISIONS

8.01 Exhibits Inctuded

A. Exhibit A, "Eugineer's Servicee," eovsiating oC8 pagcs.

B. Exhibit B, " Oumer's Responsibililies;'consisting of2 pages.

C. Exhibit C, "Paymenu to Engineer for Servicesand Reimbursable Expenses;' consisting oC5 pages.

D. Exhibit D, " Duties, Responsibilitiee andLimitations of Authodty of Resident ProjectRepresentative," consisting of3 pagu.

E. Exhibit E, "Notice of Acceptability of Work;'consis'ting of 2 pnges.

F. Exhibit F, Intenfially Omitred.

G. Exhibit G,'7nsurance," consisting of 3 pages.

Ft. Exhibit H, "Dispute Resalution;' consisting of 1page.

page.

I. Exhibit I, "Albcation of Risks;' consisting of I

d. Exhibil l, [nien[in77y Omitted.

K. Exhibit K, In[en(ially Omi!(ed.

Pogc8of10EJCDC E-5011 timntlaN Fann of Agreemenl Bcrveen Owner and Enginem for Professionel Services

CopyriFM m2002 2lationol Soaiely of Pmfessionnl EnFers (or EJCDC. All rights resmved.

8.02 Total Agreement

A. This Agrecment (consisfing of pages 1 to 38inclusive, together with thc exhibiLS iden[ified above andhe cover sheets and mbleo(conteNS) constitutes the entireagreement between Owner and Enginccr and supersedes allpnor wniten or oral understandings. This Agreement mayonly be amended, supplemented, modified, or canceled bya duly executed written inswment based on he forma ofExhibit K w this Agreement.

8.03 Designated Representatives

A. With the exewtion of this Agreement, Engineerand Owner shall designale specific individuals to acl asEngineer's and Owncr's representatives vnth respect ro theservices to be per(ormed or Pomished by Engineer andresponsibilities of Oumer under this AgrecmenL Suchindividuals shall have authonty to transmit insWCtions,rcceive infortnatioq nnd render dccisions relativc ro theProject on behalfof cach respective pany.

EJCC F.500 Sianaare F'orm af Agrecmem Between Owner and Engineer for Pmfessionnl5ervicesCop>'riFM 920UE Nmional Sociery ofProfessional Engiveers (or EJCDC. All righn mserved.

IN WITNESS WHEREOF, [he parties hecero have executed this Agreement, the Effective Date ofwhich is indicatedon page 1.

Owner. Engineer. ^ ;

Parish of St.Johu the Baptist

By: l /-^—f.l.sV / +.n-.ti+'xNickie Moriica

iiue: Parish President

Da[e Signed:

Address for giving notices:

1801 West Airline

LA 70065

Designaed Representative (see paragraph 8.03.A):

Ralph Bean

Title: Direcror of Public Works

Phone Number: ( 985) 651-0670

Facsimile Numbec: ( 985) 652-7527

E-Mail Address: . beansjbparish.COm

Qscar 7. Boudreaux, Jr. Title: pr siden[

Date Signetl:

Engineer License or Cer[ificate No. 1$$59sae oe Louisiana

Address for giving notices: '

185 Be]]e Terre Blvd., Sui[e A

LaPlace, LA 70068 '

Designated Representative (see paragraph 8.03.A): '

Oscaz J. Boudreaux, Jr., P.E.

Title: President

Phone Number. ( 985) 653-0185

Facaimile Number: ( 985) 653-0182

E-Mail Address: Oboudi'eauXQe051n0.net

a

i

October 15, 2004

e, o ona

EJCDCE-SOOSenJardFormofAgreemen[BelweenOwnerendBngineerforProPossionalServices ' CopyrigM1[ F72002 Natimml3acieay of Pmfessional Engineers [or EJCDC. All vigM1ts reserve.

This is EXIIIBIT A, cosisling of 8 pages, referred to iu and part ofthc Agreement beMeen Ovner and Engineer for ProksxionalServices dated OCfObBf 15 2004.

Services

Miole 1 of the Agreemenl is amendeA and supplemented ro inclade lhe following agreement of the partics. F.ngineer shallprovide 6asic and Additional Scrvices as set fonh below. '

PART 1— BASIC SERVICES

A1.01 Study and Report Phase

INTEM/dLLY OM7TfED AND NOTINCL[1DED /NSCOPE OF SERVlCES.

A1.02 Preliminary Design Phase

A. After acceptance by Owner of the Report and any other dcliverables, selection by Owner of a recommendedsolution and idicalion of any specific modifications or changes in the swpe, extent, chazacrer, or design requirements of theProjec desired by Owneq and upon written aulhorizalion Gom Owneq Engiveer shall:

1. Prepare Prelimimry Design Phase documenis consisting of Enal design criteria, prcliminary drawings, outlinespecifications, and wnt[en descriptions of the Pmject.

2. Provide necessary field surveys and topographic and utiliry mapping for design purposes. Utility mappingwill be based upon infonnation obtained from utility owners.

3. Advise Owner if additional reporis, data, infonnation, or services of the types described in Exhibit R arenceessary and azsist Owner in obtaining such reports, daa, informatioq or services.

4. Based on [he information contained in lhe Prelimimry Design Phase documents, prepare a revised opinion ofprobable Conswction Cost, and assist Owner in collativg the various cost categories, which comprise Total PrqectCosis.

5. Pedortn or provide Ihe following additionnl Preliminary Design Phase tasks or dcliverables:

n. Geotechnical Report

6. Fumish 2 review copies of ihe Preliminary Design Phase documents and any other deliverables to Ownerwithiv 150 cnlendar days of authonzmion to proceed with this phase, and review them with Owner. Wihin 30 calendardays of receipt, Owner shall submit to Engineer any comments mgarding the Preliminary Design Phase documenis andany other deliverabies.

7. Revise the Preliminary Design Phase documents and any other deliverables in response to OwnePs wmments,as appropriate, and tumish to Owner 2 copies of the revised Preliminary Design Phase documents, revised opinion ofpmbable Construction Cost, and any other deliverables within 30 calendar days after receipt of Owner's comments.

B. Engineer's services under the Preliminary DesiSn Phase will be considered complete on the date when [he revisedPrclimioary Design Phase documents, revised opinion of probable ConsWction Cost, and any other delivcrables' have beendelivered to Owner.

Pa6e 1 of S Peg sEibit A - Enpueer'E Serrices)

F1CDC E-500 Swndard X'nnn of Agrcenent Oelween Owner antl Engineer for Prnfesvlmel SerHces .CopriM1t °2002 Fational Suaiely of Professional En;ineers for FJCUC. All rightt reserved. .

AI.03 Final Design Phase

A. Aller acceptance by Owner of Ihe Preliminary Design Phase documen[s, revised opinion oCprobable ConstructionCost as determined in Ihe Preliminary Design Phase, and any o[her delivera6les subject to any Owner-direaed modificalionsor changes in the scope, extent, chnracter, or design requiremen[s of or For Ihe Pmject, and upon wntten authorization &omOwner, Engineer shall:

1. Prepare final Drawings avd Specifications ivdicating thc scope, extent, and character o( the Work to beperfortned and fumished by Contractor. ]f appropriate, Specifications shall con(orm b the 16-division format of theConswction Specificetions Instimte. -

2. Provide cechnical cnena, written descriptions, and design data for Owner's use in filing applications forpermits fiom or approvals of govemmental authorities having jurisdiction ro review or approve the final design of thePrqeci; auist Oumer in consWtaiions with such au[horities; and revise the Dmwings and Specifcations in response mdirectives from such authorilies.

3. Advise Owner ofany adjustments m the opinion of probable Construction Cost known ro Engiceer.

4. Perform or provide the Following additional Final Design Phase tasks or deliverables:

a. Permits by the Louisiana Depanmem ofHealth and Human Resources.

5. Prepare and fumish Bidding Documents for review by Owner, its legal counsel, and other advisors, and assistOwner in tlie preparation oC other related documents. Within 50 days of receipt, Owner shall submit to 8ngineer anycomments and, subject to ihe provisions of paagraph 6.OI.G, instructions for revisions.

6. Revise the Bidding Documents in accordance witL commenis and ins[ruc[ions From the Owner, as appmpnate,and submit three 3 Final copies of the Bidding Documen6, a revised opinion of probable Conswction Cost, and anyother deliverables to Owner within 60 calendar days afier receipto(Owner'scomments and inswctions.

B. Engineer's services under [he Final Dcsign Phase will be considered complete on Ihe date when the submittalsrequired 6y parayaph AL03.Ab have been delivered to Owner.

G In the event that the Work designed or specificd by Engineer is to be performed or fumished under more ihan oneprime contracl, or i( Engineer's services are to be separateiy sequenced wih he work of one or more pnme Contracrors (suchas in the case of (aso-tracking), Owner and Engineer shall, prior to commencement of the Final Design Phasq develop aschedule for performance of Hngineer's services during the Final Design, Bidding or Negotiating Conswetion, and Post-Construction Phases in order to sequence and coordimte propedy such services as are applicable to the work under suchseparate prime contracts. This schedule is to be prepared and included in or become an amendment to Exhibit A whether ornot ihe work under such contracts is to precede concurtendy.

D. The number ot prime contracts for Work designed or specified by Engineer upan which the Engineer'scompensation has been established under this Agreement is one. If more prime contacs are awarded, Engineer shall beentiHed ro an equitable increase in il. compcnsation under this Agreement.

A1.04 Bidding or Negotiating Phase

A. Afier aceeptance by Owner of he Bidding Uocumerts and the most recent opinion o( probable Conswction Costas detemined in lhe Final Design Phase, and upon writtcn authoriza[ion by Owner to pmceed, Engineer shall:

L Assist Owner in advertising for and obtaining bids or proposals for the Work and, where applicable, maintaina remrd of pmspective bidders to whom Bidding Documents have been issued, attend pre-Bid conferences, if any, andreceive nnd process mnvaaor deposits or charges for the Bidding Documents.

2. Issue Addenda as appropriate m clarify, cortect, or change the 6idding Documems.

EZhibii A - Fnneev's Servlcca)FJCDC ESIq Slandartl Form af Agreemem Between Owner :md Enpneer far Professiaml Senice

Copright °2002 Naional $ociey of Prnfessional Enpjneers for FJCDC Ail righL reserved.

3. Pmvide inCormation or assisance eeded by Owner in the course of any negotiations with pmspectivecontractors.

4. Consult with Owner as to lhe acceptebility of subcoutractoE, wppliers, and othe individuals evd enlitiesproposed by pmspective contracmrs for those portions of ihe Work as ro which such acceptability is required by theBiddfng Docments.

5. Perform or provide the following additional Bidding or Negotiating Phase tasks or delivembles:

NONE.

6. Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals andin asaembling and ewarding contracts for the Woxk.

B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Constuction Phase orupon cessation of negotiations with prospec[ive contracrors ( ezcept as may be required if Exhibit F is a part of thisAgreemen[).

A1.05 Coostruction Phase

A. Upon successful completion of the Bidding and Negotiating Phase, and upon wntten authorization from Owner,Engineershail:

1. Genern! Administralion ojConsnuction Cono-oct Consult with Ovmer and act as Owner's representative asprovideA in the Geneeal Conditiona. The extevt and limitatiovs of the dutiea, responsibilities, and authority of Engineeras assigned in the General Conditions shall not be modified, except as Engineer may o[herwise agree in writing. All ofOwner's inswctions ro Contracror will be iseed tivough Engiveeq which shall have authority to aot on behalf ofOwner in dealings wi[h Conhacmr lo lhe exlent provided in this Agreement and [he General Conditions excepl asotherwise providetl in wnting.

2. Resident Project Represenmtive (RPR). Provide the services of an RPR al lhe Sile to assist [he Engineer andro provide more extensive observation of Contracror's work. Duties, responsibilities, and authonty of Ihe RPR are asset forth in Exhibi[ D. The Pomishing of such RPR's services will not limit, extend, or modify Engineer'scesponaibilities oc authority except as expressly set forth in Exhfbit D.

3. Selecfinglndependent Testing La6ora[ory. Assist Owner in the selection ofan independen[ testing labora[oryo pedorm the services identified in Exhibit B, paragraph B2.01.0.

4. Pre-Consmrction Conference. Participate in a Pre-Conswction Conference prior ro commencement of Workat the Site.

5. Sehedulu. Receive, review, aud detertnine [he accepability of any and all schedules [ha[ Covtraclor isrequired to submit to Engineer, including Che Progress Schedule, Schedule of Submittals, and Schedule of VzWes.

6. Baselines ond Benchmnrks. As appmpria[e, establish baselines and benchmarks for locating the Work, whichin Engiceer's judgment are neoessary to enable Contraomr to proceed.

7. Visifs m Sife and Observation ofConslruction. In connection with obseevations ofConpactor'sWork while itis in progress:

a. Make visita to the Site at intervals appropriate to the varioua atages of constructioq as Enginee deemsnecessary, to observe as an experienced and qualified design professional Ihe progress and quality of ContracroPsexecuted Work. Such visits and observations by Enginecq ad the Resident Pmject Representative, if any, are notintended to be exhaustive or to exrend to every aspect of Contractor's Work in progress or m imolve detailedfnspections of Contraetor's Work in progcess beyond the respovsibilities speeifiealty aeeigned ro Pngineer in thisAgreemenl a[d [he Con[ract Dowmen[v, bt ralher are to be limited to spof checking, selec[ive snmpling, nvdsimilar methods of general observation of the Work based on Engineer's exercise of professionzl judgment as

T

Page 3 of 8 PagesEA111I1H A - EYIOPNB $C[V1Cf9J

EICDC E-SUO Stantlard Form of Agreement Between Owner and Engineu [or Professimal ServicuCopyriM1[ m1002 Nalinnal Sociely of Pmfessional Engineers for EICDG All riglrts reserved.

as'sisled by he ResideN Projecl Representalive, if ay. 13ased on infortnation obained dunng such visits andobservntions, Hngineer will detertnine in general if Ihe Work is proceeding in accordance wi0i the ContractDocuments, and Engincer shall kecp Ovmer infonned of the pmgress of the Work.

h. The purpose of Engineer's visits to, and representation by the Resident Project Representative, if any, atthe Site, will he to enable Bngineer ro beuer cany out the duties and responsibilitiet assigned ro and undertaken byGngineer during the Conswction Phase, and, in additioq by the exercise of L'nginecr's efforts as an experiencedand qualified design professional, [o providc for Owner a grealer degree of confidence [hai [he completed Workwill confonn in general ro the Contracl Uocuments and that Contractor has impiemented and maintained theintegrity of the design concept of [he compleled Project ns n Ponctioning whole as indicated in the ConvactDocumenCS. Engineer shall not, during such visits or as a result oF such observations of Contractor's Work inprogress', supervise, direct, or have control over Contractor's Work, nor shall Engineer have authority over orresponsibility for the means, methods, echniques, sequences, or pmcedures o( conswc[ion selected or used byContracwr, for security or saCety on he Site, for safety precnutions and pmgnms incident m Convactor's Work,nor for any failure of Contracror ro compty wilh Laws and Regulalions applicable to Connactor's (umishing andpedorming the Work. Accordingly, Engineer neilher guarantees the perfortnance oC any Coniractor nor as•sumesresponsibility for any Convactor's failure o furttish and perform the Work in aceordance with Ihe ContractDocumenLS.

8. Dejective Work Recommend lo Ov+ner that Contracmr's Work be rejecred while i[ is in pmgress if, on hebasiso(Engineer'sobservaions, Engineer believes that such Work will not pmduce a comple[ed Project ihat conformsgenerally to the Contract Documents m that it will tiveaten the imegrity of the design coocept of the completed Projectas a functioning whole as indicated in the Contract Documents.

9. Clarificaions and /nferpretatinns: Field Orders. issue necessary clariFcations and in[erpretations of theContract Documenis as appropriate to the ordedy completio of Convacmr's work. Such clanfications andinterpretations will be <onsistent with the intent of and reasonably interable from the Contract Documents. Engineermay issue Field Orders authorizing minor variations in ihe W ork (rom the requirements of the Convact Documenis.

70. Change Orders und Work CGange Uimclives. Recommend Change Orders and Work Change Directives oOwner, as appropnate, and prepare Change Orders and Work Change Directives as required.

I I. Shop Drawings and Samp(es. Review and appmve or take other appropriate action in respect to ShopDrawings and Samples and other daU which Con(racmr is requircd m submit, but only for conformance with theinformation given in the Contract Documents and compatibility with the design concept of the compleied Project u afunctioning whoie as indiwted by the Contract Documenis. Such reviews and approvals or other action will mt extendto means, methods, techniqucs, sequences, or pmcedures ofconslruction or ro safety precautions and programs incidenttherem. Engineer shall meet any Contractor's submittal schedule that ingineer has accepred.

12. Substitutes and "or-equa(." Evaluale and derermine lhe acceptability of substi[ute or'brvequal" maferialsand equipment pmposed by Contractor, but subject to the provisions of paragraph A2.02.A2ofthis Exhibit A.

3. Inspections and Tests. Require such special inspections or tesls of Contractor's work as deemed reasonabtynewssary, and rewive and review a0 certificates of inspections, tests, and approvals required by Laws and Regulationsor the Contmct Documentx. Engineer's review oC such certificates wili be for the pupose of determining that iheresuits certified indicate compliance with the Conract Documents and will ot cons[iNte an independent evalmtionthat the content or pmcedures of such inspections, tests, or approvals comply with the requirements of the ContractDceuments. Engmeer shall be entiUed ro rely on Ihe results oF such tests.

14. Disngreements 6enveen Owner qnd Caimac(or. Render (ormal wntten decisions on all duty submilted issuesrelating m Le acceptabilily o( Contracmr's work or the ienerpremtion of the requirements of the Convact Documentspertaining lo the execntion, perfonnance, or pmgress of Contrnctor's Work; review each duly submitted Claim byOwner or Contractor, and in writing either deny such Claim in whole or in part, appmve such Claim, or decline toresolve such Claim if Engineer in its discretion concWdes ihat o do so would be innppropriate. In rendering suchdecisions, Engincer shall be fair and no[ show paniality to Owner or Connacmr and shall not be liable in connectionwith any decision rendered in good tailh in such capacity.

Pa64of8PagesF,xM1ibit A - F.nginrer'sServices)

FJCDC E-500 Stundard Form of Agremnenl Pelween Onner an Engneer 6r Profcssional ServicesCopyright @UO2 Natianal Sacicl)' of Pmfesional Enqneers fnr EICDG All rigM1i resen'ed.

I5. Applicafions jor Paymenl. Based on Engineei s observalions as an experienced and qualified designprofessional and on rwicw ofApplica[ions for Payment and accompanying supporting documemation:

a. Detemiice the amounts that Gngineer recommends Convactor be paid. Such recommendations ofpayment will be in writing and will constitute Engineer's rcpresemmion to Owneq based on xuch observa[ions andreview, ihnt, to the best of Euginccr's knowlcdge, iufonnation and helief, Contruobr's Work hes pmgresseA to thepoint indicated, the quality of such Work is generalty in acrordance with the Connact Documenis (subject to nnevaluation of the Work as a fun<tioning whole pnor to or upon Substantial Completioq o the results of anysubsequent Iests called for in the Contract Documentq and to any other qualifiwtions stated in therecommendation), and he conditions preceden[ to Comracror's being entitled to such paymem appear to have beenfulfilled in so far as it is Engineer's responsibility ro observe Contactoi s Work. In the case of unit pnce work,Engineer's recommendations of payment will include final detertninations of quantities and classifications o(Connactor's Work (subject ro any subsequent adjustments allowed by the Contract Documents).

b. By reconunending any pnyment, Engmeer shall mt thereby be deemed to have represented thatobservations made by Engineer fo check Ihe quality or yuanlity of ConUacmr's Work as il is performed andfumished have been exhaustive, exended lo every aspect oC ConVactor's Work in progress, or involved delailedinspections of the Work beyond the responsibilities specificalty assigned m Engineer in ihis Agreement and theConvact Documems. Neither Engineer's review of Contracror's Work for the purposes o( recommendingpayment nor Engineer's recommendation of any payment including final payment will impose on Engineerresponsibility m supervise, direct, or contml Contracror's Work in progress or tor the means, mehods, technique.e,sequences, or pmcedures of conswaion or safety precautions or programs incident thereio, or ConGactor'scompliance wih Laws and Regulations applicable ro Contractor's furnishing and perfomiing the Work. It willalso mt impose responsibility on Enginecr m make any examination ro ascertain how or for what purposesContractor has used the moneys paid on account of the Contract Pdcq or to determine that title to any portion ofthe Work in progress, ma[erials, or equipmenl has passed lo Owner free and clear of any liens, claims, securiryincerests, or encumbrances, or Ihal ihere may no[ be o[her mnners at issue between Owner and Contractor thatmight atTea the amoum that should be paid.

16. Contracmr's Completion Document.r. Receive, review, and Irans'mi[ [o Owner mnintenance and operatinginswctions, schedules, guarantees, bonds, certificaces or other evidence of insurance required by the ConVactDocuments, cenificates of inspectioq tests and approvals, Shop Drnwings, Samples ad oUcr data approved asprovided under paragraph ALOS.A.Il, and the annotated record documents which are ro be assembled by Connactorin accordance with the Connact Documenis ro obmin final payment. The excent of such review by Engineer will belimited as provided in paragraph AI.OS.A.11.

17. Subsmnial Comp(etion. Promptly after notice Crom Contractor that Convactor wnsiders the enYve Workready for ilc intended use, in company with Owner and Covtractor, conduct an inspection to detertnine if the Work issubstan[ialty complete. I( after considering any objections of Owner, Evgineer considers the Work substantiallycomplete, Engineer shall deliver a cenifcate o( Substantial Completion lo Owner and Contracror.

18. Additionn( Taskc Pedorm or provide the following additional Conswction Phase tasks or deliverables:

NONE.

19. Final Nolice ojAcrepmbiliry of(he Work. Conduct a final inspecion ro detelmirte if the completed Work ofCon[mctor is accepable so that Engineer may recommend, in wriling final payment ro Contracwc Accompanying Iherecommendation for final payment, Engineer shall also provide a notice in the form attached hereto as Eibit E(theNotice of Acceptability of Work") that the Work is accep[able (subject m the provisions of paragraph ALOS.A.15.6)b lhe best of Hnginecr's knowledge, infortnation, and belief and based on the extent of the services provided byEngineer under this Agreement.

B. Duratian of Consmrctian Phase. The Constiuc[ion Phase will commence with the exewtion of the firstconswction Contract for lhe Project or any part thereof and will terminate upon wntren recommendation by Engineer forfinal payment m Comractors. If the Project involves more than one prime conVact as indicated in paragaph A1.03.C,Consvuction Phase smices may be rendered at difTCrent times in respect ro the separate contmces. Subject to the provisions

Exhibi A - F,ngincer'eScrviees)EICI>C F.500 Stantler Fonn of ACreemenl eelween Owner aml Engineer for Pmfession:d Servicu.a

Copyright'D2002 Natimml Suiety af Profesinml En6rs 6r F:ICDC. All rights reserved.

of ARiole 3, Engineer shell be eutitled ro an equitable iucrease in compensation if Construction-Phase services are requiceAafter [he original date for final completion of the Work as set fmlh in the construction Contract.

C Limimtion ofRuponsibi(ities. Engineer shall not be reaponsible fo the aots or omissions of any Convacmr, o ofany subconfractors, suppliers, or other individuals or entities performing or Cumishing 2ny of the Work 6ngineer shall ml bcresponsible for the failure of avy Contractor to pecform or Cumish the Work in accocdence with the Covnact Documents.

A1.06 PosbConstrnction Phase

INTENT7ALLY OMITTED AND NOT INCLUDED INTHF. SCOPE OF SERV7CE5.

PAI2T 2 - ADDITIONAL SERVICES

A2.01 Additioual Services Requiring Owner's Wri[ten Au[horizatiou

A. If authorized iu writing by Owner, Engineec shall furnish or obtain from othere Additional Services oF fie typeslisted below.

L Preparation of applica[ions and supporting dowments (in addition to those fumished under Basic Serviws)for pnvace or govemmental grants, loans, or advances in connection with the Project; preparation or review ofenvironmen[al assessmevts avd impact statementa; review end evaluation of the effeots on the design requirements forthe Pmject of any such statements and documenLS prepared by othere; and assistance in obtainmg approvals ofaulhori[ies having jurisdiotion over the entioipa[ed emironmenal impac[ of lhe Pmject

2. Services to make measred drewings of oi ro inveatigate existing wnditiovs or facilities, o ro venfy rheacwracy of drawings or other inForzna[ion fumished 6y Owner or others.

3. Serv[ces resulting from signiEcant chenges in lhe scope, extent, or character of the portfons of the Piqectdesigned or specified by Engineer or iGS design requirements icluding, but not limited tq changes in eize, complexity,Owner's schedule, characcer of construction, or method of Enancing; and revising previousty accepted studies, reports,Drawings, Specifcatioas, or Contract Documents when such revisions are required by changes in Laws andRegulations enacted subsequent to the Effective Date of [his Agreement or are due to any other causes beyondHngineer's contml.

4. Services resulting Gom Owner'e equesl to evaluate additional Sludy and Repori Phese eltema[ive sol[iovsbeyond those identified in pazagraph ALOLA.4.

5. Services required as a result of Owner's providing incomplete or incorrect Project infocmation to Engineer.

6. Providing renderings or madels for Ovmer's use.

7. Undertaking inveatigatiovs and stdies iuolding but not limited to, detaileA consideration of opera[ions,maintenance, and overhead expenses; [he preparation of feasibility sNdies, cash flow and economic evaluations, mceschedules, and appraisals; assistance in obtaining financing for the Project; evalualing processes available for licensing,and essistiug Owrier in obtaining pmcess liceneing; detailed quautity surveys of matecials, equipment, end labo; andadits or ivventories reqied in oonneotion with cons[ruc[ion performed by Ovmer.

8. Furnishing services of Engineer's Consultants for other [han Basic Services.

9. Servicea attribulable to moe pime eouslruction contacs than apecified in pacagaph AI.03.C.

10. Services dunng oubof-toum navel required of Engineer other than for visits m the Site or Owner's otTice.

l l. Preparing for, cooxdinating with, perticipatiug in and responding to strueNred independent review processes,inclding, bot not limited tq constmction managemevt, cost estimating, project pee< <eview, value engieeeing, andconstmclibiliry review reqested by Owner; and perfomiiug oc 1'umishing services requieed to rev3se smdies, eeports,

Page6nf8PagesEtlbit A - Engne 's Sesvicu)

EICPC 500 Stantlartl N'omi nf Agreemenl Nelween Owner and Engineer fur Pm@ssiunal Serrices

CnpyrigM a2002 Nationnl Society of Profxeioml Engineers fnr EICDC. All rigM1ts reserved.

Drawings, Specificaions, or other Bidding Dowments as a resul of such review processes.

12. Preparing additional Ridding Documents or Contract llowments for alternale bids or prices requested byOwner for the Work ar a portian thereof.

U. Determining the acceptability of substimte matcrials and equipment proposed during he Bidding orNegotiating Phase when substiNtion prior to the award ofcontracts is allowed by the Bidding Documenis.

14. Assisfance in connection with Bid pmests, rebidding, or renegotiating coniracts for construction, materials,equipment, or services, except when such assistance is rcquired by Lxhibi[ F.

I5. Providing conswclion surveys ad staking to enable Contractor m perfortn i[s work other than as requiredunder paragraph A].OiA.S, and any type oCproperty surveys or relared engineering services needed for the Vansfer ofinterests in real propeny; and providing other special field surveys.

16. Providing Conswmion Phase services beyond the originnl date (or finai complction of the Work.

17. Pmviding acsistanee in responding to the presence o( any ConstiNent of Coneem at the Site, in compliancewith current Laws and Regulations.

18. Prepar'vig and fumishing to Owner Record Drewings showing appropriae rewrd infortnaion based onProject anmtated record documenLS received from Convactor.

19. Preparation of operation and mainrenance manuals.

20. Prepanng ro serve or serving as a consultant or witness for Owner in any litigation, arbitration, or otherdispute resolution process related to Ihe Projecl.

21. Pmviding more exlensive services required lo enable Fngincer to issue notire5 or cenifications reques[ed 6yOwner.

22. Other services performed or fumished by Engineer mt otherwise provided for in this Agreemen[.

A2.02 Additional Services Not Requiring Owner's Written Authorization

A. Enginecr shall advise Owner that Engineer is commencing to pedorm or Cumish the Additional Services of hetypes listed below. For such Additional Services, Fngineer need not request or obtain sDecific advance written authorizationfrom Owner. Fngineer sha0 cease performing or fumishing such Additional Services upon receipt of written notice fromOumer.

L Services in connecion with Work Change D'vectives and Change Orders to reflect changes requested byOwner.

2. Scrvices in making revisions to Drawings and Specifiwtions occasioned by the acceptance of substitulemaierials or equipment other than `br-equal" items; and services afler [he award of lhe Construction Contrac[ inevaluating and detertnining the accep[ability o( a substiNtion which is found to be inappropriate for the Project or anexcessive number of substimtions.

3. Services resulting from significant delays, changes, or price increase occurting as a direct or indirect resW[ ofmalerials, equipmem, or energy shortages.

4. Additional or enlended services during construction made necessary by (I) emergencies or acts of Godendengering Ihe Work, (2) tho presence at lhe Siie of any Conslituent of Coucem, (3) Work damaged by fire oe othercause during constructioq (4) a significant amount of defective, neglected, or delayed work by Contracmr, (5)aceeleratfon of Ihe pmgress schedule involving services beyond nonnal worlting hours, or (6) default by Contrac[or.

5. Services (other than Basic Services during the Pos4Conswction Phase) in connection with any partialutilization o(any pazt of the Work by Omier prior to Substantial Completion.

rke or a ra; EJiibit A - Enineer'sServices)

FJCDC 500 SmnOard Farm of Agrecmem Retxeen Oaner md Fnbdneer for Ymfassinml SenicesCopyright °5002 Natiunal Sooiep of Pro4ssioul Enpneers fnr EICOC. All rights reurved.

6. Evalua[ing an urueasonable claim or an excessive number of claims submitted by Conhactor or others inconnectiov with the Work.

7. Services dunng the Consnuction Phase rendered af[er the date stated in A1.OS.B.

October 15, 2004

EZhibil A - Engneer's Serriccs)FJCllC E-500 SanJartl Form of Ageemenl Helweeo Owner antl Engneer for Rofessiunal SerNCes

CopyriSht m20M Natinnal9ociety nf ProPessionel F.vgineevs Por FJCDC. NI righle reswved.

This is EX}IBIT B, consisting of 2 pages, reCerzed to in and part ofthe Agreement between Owner and Eogineer for PmfrssianalScrvices dated OCfOb2f 15, 2004.

Ar[icle 2 of the Agreement is ameded and supplemenred to include the fol lowing agreemen[ of the parties.

B2.01 lu addition [o other responsibili[ies o[ Owner ae set forth in [his Agreement, Owner ehall at ite expense:

A. Provide Engineer with all criteria and full information as to Owner's requiremencs Cor the Project, including designobjectivea and coustraints, space, cepacity and perfolmauce cequiremevts, flexbility, and expendability, and any budgetazylimitations; and fumish copies of all design and conswction standards which Owner wiil require m be included in theDrawigs and Specificatlons; and fumish copies of Owner's standard fomc, canditions, and related documents for Engineerto include in the Bidding Documents, when applicable.

B. Fumish to Engineer any other available infoma[ion pertinent to the Project including reporis and data relative toprevious desigas, or investigation at or adjacent to the Site.

C. Following Engineer's assessmen[ of initially-available Pmject infonnation and dala and upon Engineer's request,fumish or othelwise make available such additional Project related information and data as is reasonably required to enableEngineer to wmplete iLS Basic and Additional Services. Such additional infozmation or data would generalty include [hefollowing:

1. Proper[y desecip[ions.

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

3. Property, boundary, easement, right-of-way, and other special surveys or daa, icWding establishing relevantreferrnce points.

4. Explorations arid tests of subsurface condi[iosat or contiguous to the Site, drawings of physica] conditions inoc relating ro exieting surface or subsurFaee atrucNree at or eontiguous to the Site, or hydrogcaphio earveys, withappropna[e pmfessional ivterpretalion [hereof.

5. Env'uonmental assessments, audiLS, investigations, and impact statemenLS, and other relevant environmental oroulNrel sNdies as to the Project, the Si[e, aud adjeceut areas.

6. Data or consul[ations as required for the Project but mt otherwise identified in the Agreement or the Eibitstheeto.

D. Give prompt written no[ice lo Engineer whenever Owner obseeves or o[herwise becomes aware of [he presence atthe Site of any ConstiNent of Concem, or of any o[her development that affecLS the scope or time of pedortnance ofEngineer's services, or any de£ec[ or nonconfonnance in Engineer's services, the Work, or in ihe performance of anyContraclor.

E. Authorize Engineer to provide Additional Services as se[ Corth in Part 2 of Exhibit A of the Agreement as required.

F. Arrange for safe access ro and make ail provisions for Gngirieer m enter upon public and private property asreqired tor Enginee to pefform aervices under the Agreement.

G. Fsamine all altemate eolutions, aNdies, reports, sketc6es, Drawiugs, Specificatione, proposals, and olherdocuments presented by Engineec (including oblaining advice of an e[mmey, insucavoe wuuselor, and other edvisoe orconsultants as Owner deems appropriate with respect to such exarttina[ion) and render in wn[ing timely decisions pertainingthereto.

H. Povide reviews, appmvals, and permits from all govemmentel euthorities having jrisdiotion to approve all

Page 1 of 2 PagesExhibit B - Owncr's Aupwuibiliies)

EICDC E300 Standard Form of Agreemem Belween Owner and F.npjneer for Professional Services.Copyrigh 2002 Netional9uiety oF Profwxlonal Engiveers tbr FJCDC. All rights reseoved.

phases of [he Pmject designed or specified by Engineer and such reviews, approvals, and consenls from o[hers as may benecessary for completion of each phasc ofthe Project .

I. Provide, as required For the Projecc ,

1. Awounting, boud and finanoial advisory, independeut cos[ utimeting, and insurance wuuseling servioes.

2. Legal eervicea wih regacd to isaes penainiug to the Project as Oumec requires, Covtractor caises, or Eugineerreasonablyrequests. , .

r

3. Such auditing services as Owner requires to ascertain how or for what puryose Conlractor has used themoneys paid.

4. Placement and payment for advertisemen[ Cor Bids iri appropria[e publications.

J. Advise Engineer of the identity and scope of services of any independen[ consultants employed by Owner topedortn or fumish services in regard [o the Project, incWding, but not ]imited tq cost estimatmg, poject peer review; valueengineering, and oovstmctibility review.

K. Fumish to Engineer data as to Oumer's anticipated costs for secvices to be provided by others (including, but notlimited tq accounting, bovd and financial, independent cost esimating, insurance counseling, and legal advice) for Owner sothat Engineer may assist Owner in collating the various mst categories which compdse Total Project Costs. '

L. If Owver desigvates a construction manager or an individual or enlity olher than, or in addition to, Engirieer torepresent Owner at lhe Site, define and aet forth as an attachmevt to this Exhibit B the dutiea, responsibilities, and limitatiousof authority of such other party and the relation thereof ro the duties, responsibilities, and authority of Engineer. ,

M. If more than one prime conhact is to be awarded for the Work designed or specified by Engineer, designate aperson or entity ro have authority and responsibility for coordinating [he activi[ies among the various prime Contracrors, andde£me and set forth [he duties, responsibilities, and limitations of authority of such ivdividual or entity and the relation thereofro lhe dRes, respousibilities, and authority of Engineer as an attachment m thie Eibit B thav is m be muNally agceed uponand made a part of this Agreement before such secvices begin.

N. Allend Ite pre-bid conference, bid opening pre-wnsWClion conferences, consWC[ion progress and o[her jobrela[ed mee[ings, and Substan[ial Completion and Fnal paymen[ inspections. .

O. P[ovide the servicea of an indepcvdent testivg laboa[ory [o perForm ali inspeotions, teste, avd approvflls ofSamples, materials, and equipment requ¢ed by lhe Contract DocumenLq or ro evaluate the perfoanance of materials,equipment, and facilities of Owneq prior to their ivmrporation into the Work with appropriate professional interyrelationlhereoE

P. Pmvide Engineer with the findings and reports generated by the entities providing serviws to Owner pursuant toiltis paragraph. ,

Q. Perfotm or provide the following additional services:

NONE.

October15,2004

Pa6e 2 of 2 Pages .6ibit B — Owuer's Respovsibitities)

EICDC E-JOO 51311d9Cd PYIm OP Aga'BG11CO1 BGW¢PD OWII¢! 3nll EOg1I1¢¢C oC PNP9BiOn91$¢[Vlf¢9.CopYrigh[ md002 National Society a[ Profesrional &vbAneers fov PJCDC. All rights reserved.

This is EXFIIBTT C, consisting of 5 pages, refemed to in znd parC oflhe Agreement betwecn Owner and Fngineer for Pro[essionalServices dated 15 2004

Paymente [o F.ngineer for Services and Reimboreable Expenses

Artfcle 2 of lhe Agreament is amended and supplemented to include the following agreement of Iha parties: ,

ARTICLE 2 - Owner's Responsibilities ' . '

C2.01 Compeneation For Baeic Services (olher [han Residen[ Project Representalive.and Pos[-Construction) -Lump Sum Method ot Payment .

A. Ov+ner shall pay Engiveer for Basic Services se forth in Exhibil A, except for services of Engineer' ResidentProject Representative and Pos4Conslmction Phase serviws, if aoy, as follows: , •

1 A Lump Sum amoun( of$84,000. 6ased on (hefollowir:g assumed distri6u[ion oJcompensn(ion:.'

SNdyendReporiPhasa $ N/A

Preliminary Design Phase ' R 16,000.00Final Design Phase $ 50,000.00Bidding or Negotiatiog Phase $ 1,000.00Construction Phase $ 17 000.00

84,000.00

2. Engiveer mny alter the Uistribu[iov of compensetion hetween individal phases no[ed herefv to be consistentwith services actually rendered, but shall not exceed the total Lump Sum amoun[ unless approved in writing by theOwner. . . . .

3. The Lump Sum includes'compensation For Pngineer's services and services of Engineer's Cmsultants, if any.Appropriate amounls have been incorporated in the Lump Sum [o account for labor, overhead, profit, and ReimbusableExpenses. . '', ' . '

4, Tle portion of Oie Lump Sum amount billed Cor Engineer's services will be bxsed upon Evgineer'sesfimale ofthe proportion of the total services acNally compleled dunng the billing period ro the Lump Sum. .

C2.02 [NO[ used]

C2.03 [Not nsed]

C2.04 Compensation ['or ResidentProject Representative and Post-Construclion Baeic Services -- Lnmp SnmMethod of Payment ' y -

A. Owner shall pay Engineer for Residenl Pmject Representalive and Post-Construc[ionBasic Services as follows:

1. Res(den! Projec( RepresenmHVe Sernces. For services of Engineer's Residen[ Proaeot Represeut2tive, if any,under paragraph A1.05 of Exhibit A of the Agreement, the Lump Smn amount of $34,000. The Lump Sum incluAescompensation £or t6e Resident Pioject Representative's eervices, and for the services of avy direct assfs[ants to tlie ResiAen[ Project Representative. Appropriate amounts have been incorporated in the Lump Sum m account for labor,

Ewibit C- Compe.sation [nr Nuident Pmject Represenleive and Pust-COnsmvcim Bnsic Services -Percemge of Conslrvction Coet Method ofPaymrrt

CJCDC F500 StundarJ Form of Agreement Nebvicen Owner and En6neer for Prnfessimml Services.Copyrighl °2002 National Sociey ofPmPessioml EnPJrs for EICC. All vights ruerved.

overhead, profrt, and Reimbursable Ezpeuses related to the Residcvt Pmject Represevtative's Services.

2. Lump Sum amowt is based on Owner's construction estimatc of $850,000. If actual conswction costsexoeed Ihe estimated amont by five (5) pemet, Eng[neec eud Consulants would be entiUed to a pmportional inceasein fees foc any construction costs in excess of Ihe budgeted amounl ' '

Eibit C- CompGrsatiov for Resideot Roject Represenmive and Pnse-Cnnstmctim 6asic Services -Per<entage nf Cnnxiruction Cost MeNod of Paymenl

EICDC E-500 Slandard Form nf Aqreement Between Owner nnd Enyineer for Professional Servims.Cnpyriyht mL002 Nalimal Srciety of PmFessiunal Engineere for EiCDC. All riglls reserved.

C2.05 Compensa[ion For Additional Services—Standard Haurly Rates Method of Paymen[

A. Owner shall pay Engineer for Additional Services, if any, as follows:

1. GeneraL For services of Engineer's employees egaged direcHy on the Pmject pursuant to paragraph A2Alor A2.02 of Exhibit A, excep[ for services as a consultant or witness under paragraph A2.O1.A20, an amount equal lothe cumulative hours charged to the Pmjec[ by each class of Engineer's employees times S[andard Hourly Rates foreach applicable billiug olass for all Additionel Services performed on tfie Project, plus related Reimbursable Expensesand Hngineer's ConsultanPs chazges, ifany.

B. Compensetiou For Reimbureable Expcvses

l. For those Reimbursable Expenses that are mt accounted for in the compevsation for Basic Services mderparagraph C2.01 ad are directly related to the provisio of Additional Services, Oumer shall pay Engineer at the racesset forth in Appendix 1 to this Exhibit C.

2. Reimbursable Espenses iuclude the following categoriea: trausportation and subsistence incidental thecelo;obtaining bids or proposals from Contracmr(s); pmvidmg ad maintaimng field office facilities ineWding fumishingsand utilities, toll telephone calls ad mobile phme charges; reproduction of repons, Drawings, Specifications, BiddingDocumenCS, and similaz ProjecFrela[ed icems in addition to hose required under Exhibit A, and, if authorized inadvance by Owneq overtime work requinng higher than regular races. In additioq if authorized in advance by Owner,Rembursable Expenses will also include expenses inwrred for mmpucer [ime avd lhe use of olher highly specializedequipment.

3. The amounts payable to Engineer for Reimbursable Expenses, if any, will be the Addilional Services-relafedintamal expenses actuelly incurred or allocated by Engineer, plus all imoiced exterual Reimbureable Expeasesallocable to such Additionai Services, he la¢er multiplied by a factor of 1.15.

4. The Reimbursable Expeses Schedule will be adjusted annually as of the beginrting of each new year inJanuary to reflec[ equitable changes in the wmpensation payable ro Engineer.

C. Other Provisions Conceming Paymeut Foc Additional Services

1. Whenever Engineer is entitled to compensation for the charges of Engineer's Consultants, those charges shallbe the amounts billed by Engineer's Consultants m Egineer times a facror of 1I5.

2. Factors. The ex[emal Reimbursable Expenses and Engineer's Consultant's Facrors include Engmeer'soverhead and pmfit associated with Engineer's responsibility for the adminisvation of such services and cosis.

3. To [he ex[ent necessary to verify Engineer's charges and upon Ownei s timely request, Engineer shail makecopies of such records available ro Owner at cost.

October15,2004

Page 3 of 5 PagesEibit C- Compensalinn for Residenl Projttl Representative autl PonConstruclion 6asic SerNces -

Smndard Ilowly Rates'l1mes a 4acmr MeMod uf PaymentFJCDC E-500 Slantlard Form oF Ayreement Beween Owner and Enineer for Prnfessiovl 5ervices.

Copyright °2002 Natinml Srciety uP Professional Enginrers for FJCDC. All rights reserved.

Y

APPENDIX 12004 FEE SCHEDULE

BASIC BILLING RATE SCHEDULE

a

DATE: JANUARY 2004

n

I. PERSONNEL

Principal EngineerDesignerDraftingComputer OperarorInspectorSecretary

PER AOUR

90.0068.00

50.00

37.50

40.00

30.00

u

II. PROFESSIONAL ASSOCIATES '

A. Engineer (Architectural, Electrical, Geotechnical, Mechanical, Structural, Civil)B. SurveyorC. Aerial Photogapher

Actual charges x 1.15

III. REIMBURSABLE EXPENSES

A. Mileage $ 0.36/mile .B. Lodging Actual cost

C. Food . Actua] cost

D. Miscellaneous Actual cost ,

Ecanomy or eguiva[ent accommodalions used jor a/l air, rail, or bus transpormtianunless avai7able and more cost/y arrangements are approved in advance 6y Clien[. Rensonable efforts make ro minimize meal and /odging expenses. i

N. OTHERPROFESSIONALSERVICES

AII other professional services shall be negotiated on a need basis.

IiomWalnTrtLmmPlem

Page 4 of 5

n

1

Chis ia EXHISIT D, consiating of 3 pages, referted to in and pert o£the Areement bchveen Owner and Engiueer for ProfeseianalServices dated October 15. 2004.

Duties, Respousibili[ies, and Lirtti[atlone of Au[hority of Residen[ Projec[ Representative

Pacagraph I.O1.A of the Agreement is amended ad aupplemented to inclde Ihe fo0owing agieement of the parties:

U1.01 ReaidentProjectRepreaeutative

A. Evgineer shall fumish a Residen[ Pmjec[ Repesenlative ("RP&'), assiatants, and o[her field sfaff lo assis[Engineer in observing pmgress and quality of the Work The RPR, assislants, and other field staff under Ihis Exhibit D maypmvide full time representation or may pmvide represen[atiov ro a]eseer degree.

B. Through such additional observations of Contractor's work in progress and field checks of ma[edals andequipment by the RPR and assistants, Engineer shall endeavor to provide further pro[ec[ion for Owner against defeote anddeEciencies in the Work. Howeveq Engineer shall not, duririg such visits or as a resWt of such observations of Contractor'swork in progress, supervise, direct, or have control ovcr the Con[ractor'sWork nor shall Engineer have authonty wer orresponsibility for the means, methode, teohniques, sequences, oi pmcedarea selected or uaed by Contractoc, for secmity orsafety a[ [he Sie, for safcty precaulions and programs incident to the Contractor's work in pmgress, for any failure ofContraoror to comply with Laws and Regulatione applicable to Contractor's performing and fumishing the Work, orresponsibility of cons[ruc[ion for Contraclor's failure fo fumish and peRortn the Work in accordance vnth [he ConVac[Documenta. Iv additioq the specific terms aet forth in seotion A 1.05 of Exhibit A of the Agreement are applicable.

C. The duties and responsibilitics of the RPR are as Collows:

1. Generol: RPR is Engineer's agent at the Site, wdl ac[ as directed by and under the aupervision of Engineer,and will confer with Engineer regarding RPR's actions. RPR's dealings in matters pertaining ro he Contracror's workin pmgress shall in general be with Engineer and Contractor, keeping Owner advised as necessary. RPR's dealingswith subcontractors shall on(y be lhrough or with the full knowlcdge and appmval of Contractor. APR shall generallycommuuica[e with Owner with lhe knowledge of avd under the direclion of Pngineer.

2. Schedu(es: Review the progress schedWe, schedule of Shop Drawing and Sample submittals, and schedule ofvalues prepared by ConGacmr and consult with Engineer conceming aceeptability.

3. Conferences and Meetings: Attend meetings with Coutrecror, such as pruons[ruction confuences, progcessmeetings, job conferences and other projec[-related meetivgs, and prepaze and cimulate copies of minutes thereof.

4. Liaison:

a. Seeve as Fngineer'e liaison with Contractoq woxkiug principally Ihrough ContracroYs superfntendent,assist in providing information regarding ehe intent of the Contract Docments.

b. Assist Engineer in serving as Owner's liaison with Contracmr when Contractor's operations affectOwner's omSite opera[ions.

c. Assisf in obtaining from Owner additional delails or informatioq when required for pmper execution ofhe Work.

5. Interpretation of Contract Documents: Repot to 6ngineec whe¢ claeificationa and interpretations of IheCo¢tcact Documen[s are ueeded and t[ansmi[ to Convaeto[ clacificatione and incecpretations as issued by Engieer.

6. Shop Drawings and Samples:

a. Record date of rcceipt of Samples and approved Shop Drawings.b. Receive Samples, which are Cumished af Ihe Site by Conlractor, aod no[ify Engfneer of availability of

Page 1 of3Pagufiibit O - Residevt Praject Represemative)

EJCDC E-500 Sandard Form of Agieemwt Betwecn Ownev end Enneer Por Profeesioval 6uricu.CopyrigM1t m2002 Natiunal Society of Professioal Engineers fur EJCDQ All righLS reserved.

Samples for examination.

c. Advise Engineer nnd Contracwr of the commencement of any ponion of the Work requiring a ShopDrawing or Sample mbmittal for which RPR believes that he submiltal has no[ been approved by Engineer.

7. Modifications: Consider and evaWate Contraclor's suggestions for modifications in Drawings orSpecifications and report such suggestions, together with RPR's recommendations, m Enginecr. Transmit toConnactor in wnting decisions as issued by Engincer.

S. Review oC Work and Rejection of De(ective Work:

a. Conduct on-Site observztions of Contracror's work in progress o assist Engineer in derertnining if theWork is in general proceeding in accordance with he Con(ract Documems.

b. Repon lo Engineer whenever RPR 6elieves Nat any par[ of Contrac[or'swork in progress will no[produce a completed Pmject that conforms generally to [he Con[rac[ Documents or will imperil the in[egrity ofihe design concept of ihe completed Projrot as a funceioning whole as indicated in the Contract Documents, orhas been damaged, or dces no[ meet [he requiremen[s of any inspection, tes[ or approval required to be made;and advise Engineer of that patt of work in progress ihat RPR believes should be corrected or rejecred or shouldbe uncovered for observation, or mquires apecial testing, inspection or approval.

9. Inspections, Tests, and System Starmps:

a. Consult with Engineer in advance of scheduled major inspections, msts, and systems seartups of importantphases of the Work.

b. Verify that tesis, equipment, and systems start-ups and operating and maintenance taining are conductedin Ihe presence ofappropriate Owner's personnel, and that Contracmr mninmins adequate records thereof.

c. Observe, rccord, and report Io Fngineer appropriae dcails relmive to the est procedures and systemsatart-ups.

d Accompany visiting inspectors representing public or other agencies having jurisdiction over the Prqect,record the results of these inspections, nnd report to Engineer.

10. Records:

a. Maintain at the Sile orderly files for cortespondence, repons ofjob conferences, repmductions oForiginalContract Documents including all Change Orders, Field Orders, Work Chenge Directives, Addenda, additionalDrawings issued subsequent to the execution o( the Contract, Hngineei s clarifications and interyrelations of theContract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered roContractor, and otler Project-related documents.

b. Prepare a daily report or keep a diary or log book, recording Contracwr's houre on the Site, wcathcrconditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changedconditions, Site visitors, daity activities, decisions, observations in general, and specific observations in moredetail as in the case of observing test procedures; and send copies to Engineer.

c. Record names, addresses, fax numbers, e-mail nddresses, web site localions, and telephone numbers of allContracmrs, subcontractors, and major supplierv of materials and equipment.

d. Mainlain records For use in prepacing Projecl documenmtion.

e. Upon complelion of Ihe Work, fumish original set of aIl RI'R Project documentation to Engineer.

Eshibi U - Residem Prok HPresemmirelFJCDC 6-500 StantlarJ Fnrm af AFreement NeM'tn Owner mA Fai;ineer fnr Professional Serviccv.

CopyriM1t m2002 Yaional Sociey of Pmfesslonal F.ry;incers for FJCI)C. All righs rescrved.

1. Reports:

a. Fumish to Engineer periodic reports as required of progress of the Work and of Conlrac[or'scompliancewith the progress schedule and schedule of Shop Drawing and Sample submittals. .

b. Dcafi and recommend to Engiueex proposed Change Orders, Work Change Dieectives, end Field Ordes.Obtain backup matenal from Contractor.

e. Fumish to Evgiueer and Owne wpies of all ivspectioq tes[, and system etart-up eports. !

d. Immediately notify Engiceer of the occurienoe of any Site accideuta, emegencies, acts of Godendangering the Work, daznage to property by fire or other causes, or [he discovery of any ConstiNent of Concem.

2. Poymen! Reques[s: Review Applioatious foc Payment with Contraotor foi oompliance with the eatablishedprocedure for their submission and forward with recommendations to Engineeg noting partiwlarty the relatioship ofthe payment reqested to the achedle of values, Work completed, avd materials and equipment delivered at the Sitebut not inwporated in the Work. .

l3. Cer(ificates, Operation and Maintenarsce Manuuls: Dunng the course of the Work, verify [hat materials andequipment certificates, operation and maintenance manuals and other data required by the Specifiwtions ro beassembled and fumished by Contractor are applicable to the items• actuelly inetalled and in aocordance with WeConvact Documents, and have these documents delivered ro Engineer for review and forwazding to Owner prior mpayment for that part of the Work.

l4. Completio¢ '

a. Participate in a Substantial Completion inspectioq assist in ihe deteanination of Substantial Completionand the preparation of lists of items to be completed or comcted. .

b. Participale i a final inspection in lhe company of Engineer, OwneG and Contraclor and prepare a Finallist of iteme to be completed and deficiencies to be remedied: .

c. Observe whether all items on the final list have been completed or corrected and make recommendationsto Evgineer conceming acceptance and issuance of the Notice ofAcceptability of the Work.

D. ResidentProjectRepresentativeshallnot

1. Authorize any deviation from the ConGact DocumenLS or substiMion of materials or equipment (includingbrcquaP' items).

2. Exceed Iimitations of Engiceer's aulhority as set forth in the Agreement or the ConVact Documents

3. Undertake any of the responsibilities of Contractoq subconnactors, suppliers, or ConVacror's superintendent.

4. Advise oq issue d'vections relative ro, or assume conVOl over any aspect of the means, methods, rechniques,sequences or procedures of Contractor's work unless such advice or directions are speci£calty required by the ConGactDocuments. r

5. Advise oq issue directions regarding, or assume conVOl over safety practices, precautions, and programs inconnection with lhe activities or opeatious o£ Owner or Contactor.

6. Participate in specialized field or laboratory tests or inspec[ions conducted off-site by others.except asspecifically authonzed by Engineer. '

7. Accep[ Shop Drawing or Sample submittals from anyone other lhan Contractor. .,

8. Authorize Owner to occupy the Project in whole or in part. Ctobei 15, 2004

ExhibiD-ResiDentPvojatRepresertative)FJCDC E-500 Slandard Form of Agreemenl Between Owner and Enbdneer fnr Profnsional Services.

Copyright m1002 Naional5ociety of Professioml EnE9neere for EICDC. All righs reservetl.

This is EXHIBIT E, consisting of 2 pages, refened to in and part ofhe Agreemen[ behveen Owner and Engineer for PmfessionalScrvires dated OCtOb2r 15. 2004.

OF ACCEVTABILITY OF WORK

PROJECT: LionaWaterTreatmentPlaut

OWNER: Parish of Sf.John the Baptist

OWNER'S CONS7RUCTION CONTRACT IDENTIFICATION: '

EFFECTIVE DATE OF THE CONSTRUCTION AGREEMENT: -

CONSTRUCTION CONTRACT DATE:

ENGINEGR: Environmental Engiceering Services, Inc. ,EES Project No. 0437 .

a

To:OWNER

Md To:

WNTRACTOR .

From: E ta1 F e 5 Inc

ENGINEER

The Engineer hereby gives notice to the above Ower and Convactor [hat the comple[ed Work Cumished and perFormed byContracror under the above ConVact is acceptable, expressly subjec[ to the provisiovs of the related Conhact Documents, theAgreement between Owner and Engineer for Professional Serviws dated October 15 2004 and the terms and conditions setforth on [he reverse side oFthis Noiice. .,

x1By: !

Title:

Dated:

ETibil E- Noice of Acceplability of Wovk)EJCDC 500 Smndard Form uf Agrremenl Heween Owner anJ Engineer for ProFessional Serviaes. .. .

Cnpyright m2002 Nalional Sucieq nf Professional Engineere for E1CDC. All ri6hts reserved. _ .

CONDITIONS OF NOTTCE OF ACCEPTABILITY OF WORK

The Notice of Aoceptability of Wock ("Notice' on the front side of this sheet is expcessly mede subject ro thefollowing tenns and conditions lo which all pereons who receive said Notice and rely thereon agree: "

1. This Notice is given with the skiil and care ordinarily used by members of the engineenng professionprnclicing under similar conditions at the same time and in the same locality. '

2. This No[ice retlecls and is an expression of the professional judgment of Engineec ',

3. This Notice is given as to the best of Engineer's knowledge, in£ortna[ioq and belief as of the date hereof.

4. This Notice is based enttrely on and expressly limited by the scope of services Engineer has been employedby Owner ro perform or fumish during conswction o( the Project (including observation of the Contractor's work)under Engineer's Agreement with Owner and under the Conswction Connact referred to m the Gont side of IhisNotice, and applies onty ro fac[s tha[ are within Engineer's knowledge or could reasonabty have been asccrtalned hyEngincer as a result of carrying oot the responeibilities specifically assigned ro Engineer under auch Agreement andConstruction Coutract.

5. This Notice is not a guarantee or waaanty of Contractor's perFortnance under the Constcuction Conlractreferzed m on the front side of this Notice, nor an assumption of responsibiliry for any faiWre of Contractor to fumishand pedorm the Work thereunder in accordance with the Contract Documents.

October 15, 2004

Etlubit E- Nolice o( Acceptabiliy oF Work)

FJCDC E-500 Standard Fonn nf Ageement Between Owcer and Enpneer fur Profssional5errices.Copyrighl °2002.'nlional 6ceieay of RoPusianal Engincers fnr ETCDC. Ail righ6 rcverved.

w

Insurance

This is EXFIIBIT G, consising of 3 pages, mfcrted ro in and pan oflhe Agreement behveen Owncr and Enginccr for ProfcssionalServices dated OCtObOf 15, 2004.

Paragraph 6.05 ofthe Agrocment is amended and supplemented to incWde the following agreement ofthe parties.

G6.05 Inturance

A. The Iimits of liability (or he insurance required by paragraph 6.OS.A and 6.OS.B of ihe Agreement are as follows:

L Ay Engineer.

n. Workers' Compensation:

b. Fmployer's Liability--1) EachAccidenc2) Disease, Policy Limir.3) Diceuse, Each Employee:

e Commercial General I.iability-- ,1) YaohOaaurrence:2) General Aggregate:3) Damage lo Rented Premises:4) Medical Exp (any onc person):5) Personal & Advertising Ivjury:6) PrOducls/Complered Operafions Aggregate:7) Pire Dnmage:

d. Gxcess or Umbrella Liability-- .1) EachOccurrence:2) General Aggregate:

e. Automobile Liability--1) Combined Single Limil

including all owneA, hired, axl other nonbwned vehicles)Each AccidenL

C Pmfessional Liability (Ersors & Omissiovs)1) EachClaimMade:2) Annual Aggregate:

g. Othcr (specify):

Statutory

1.000.000.001 000 000.00

1.000.000.00

000.000.00

2.000 000.00000 000.00

0.000.00

000.000.00

2,000,000.00

50.000.00

0-

0-

SI 000 000.00

100 000.00

E J00.000.00

0-

Page 1 of 3 PagesEaiu'bit G - Iurance)

FJCDC F 500 Smndard Form of Agreement Be[ween Owner and Enpjnecr for Pmfessional SerNCes.CnpriQht °2002 Nulional Saciety uf Rofessioul Enbdneers for FJCDC. All rigLis rcerved.

2. Ey Owner:

a. Workers' Compensalion--

b. Employer's Liability:1) EachAcciden[2) Disease,PolicyLimit3) Disease, Each Employee

c. General Liability:1) General Aggregate2) Each Occucrence (Bodily Injury and Property Damagc)

d. Excess Umbrella Liability:1) EachOcaorzeuce2) General Aggregate

e. Automobile Liability:1) CombinedSingleLimit

Badily Injury arid Property Damage)Each Accidcut

C Other (specify):

B. Additionallnsureds

Statutory

1.000 000.00 .

1.000.000.00

1.000.000.00

3.000000.00

1.000.000.00

2.000.000.002.000.000.00 '

51.000.000.00

0

1. The following pers or n[ities are to listed on Owner's general liability and property policies ofinsurance as additional ins ds, as rovided in p aph 6AS.B:

a.

Engine Oscar 7. Boudreaix, Jr.ENVIR ENTALENGINEERING SBRVICES,INC.

b.

Engineer's Consultant Roger LargaespadaL & S CONSULTANTS, INC.

2. During the term of LLtis Agreement the Engineer shall mtify Owner of any other Consultant to be Gsted acan additional insured on Owner's generel liability and property policies ofinsurance.

3. The Owner shall be listed on Engineer's general liability policy as provided in paragraph 6AS.A.

October 15, 2004

Page 2 of 3 PaSaExhibit G - Iurance)

FJf.DC 500 Sandard Furm uf Aprennent Betweeu Oxner and Enginrer for Rofessioul Services.CopYright m2002 Natiolwl Saciety o! Pmfesvioul Enbdneen for NJCUC. All rights reserved .

ACQBD CERTIFICATE OF LIABILITY INSURANCEraowcEe ( 985)652-II67 FAX ( 985)651-2695 TNISCFRTFICA7EISISSUEDASAMP'

Louisiana Insurancc ScrviceONLVANDCONFERSNORIGH75U70HOLOER. TNIS CERTIFICATE DOES NO'

600 Main 5[reet, A150 ALTERTHEGOVEWI6EAFFORUEDBV

p,0. Boa 1060WSURERSAFFORDINGGOVERAGE

lap7ace, LA 70069-1060mwm rv9ronente Engineering Services ic. wE^"- Marylan Casualty Co

18S eelle Terr¢ Blvd. ^ Ea' lA Morkes Co. Cor .

La0lace. LA ] OD66 n+socECe Continetal Gsualty CoIM6YPER V:

y':

fll\MQlEILLQNERLLLLWLM

CAMSMPOE OOCLYIRA

PASI00l2035 OY/Ul/twa w/acw> p.yypEUrr

unwroIu.a+mV

oxrcnvros wwvsoEwieonrroa

AX MREDVO] LNMYX MIOKNPD41D6

q(OVFJIYMWflMwwtlOnU

vf1EA iN+YIOOxLY.

NaOF

IICIdfUN I

MOM1IIEMCP[WTYJNM

CIKOYERTLWIUfI

g un.aannoammrwe¢cvrnew.waeyeeneuwxm

C 13o0.oDo

NAIC R

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i211Qrd1 LIiOIIICy 8 AYLO 111CYlS 3 NdVl1' Of SY090t1011 anA atldiHonal insued nd05¢ICIIL lll fdVOIF certifirate Mlde. 1brKers Conpmsation has a waiver oF suhrogation in fawr of certificateolAer.

CEFTIFILATE HO O R CANCEL TION

pYl.MI M M AOOYELE5411lmMYLl3 Gf CNILELIFD RFORE i1K

ESP1MipM MiC 1NEI1FUf. ME I9IMC 1161AtR Wl\ ElOF/NpY f0 W1

1 OYlNRRCYXOMElOiM4RPiliFJlFIqaYPPN.WEOTOT1ElFR.

St. John the 9aDtist Parishauic.nuaetownsucnonesu..i.roxxooeuc.ionoauam

1801 N. Airline '. OM'19XYUMMTHPINWRER11f.CEMi9MREVRE9EMTVE].

La77ace. lA ] 0068 • u*winonenuurtwnve

Lisa )acksan

AGORD PS (EU04/08) OACORD CORPORATION 19BB

This is EXHIBIT H, consisting of 1 page, referred to in and pan ofhe Agreement behvecn Owner and Engineer for ProfessionalServices dated October 15 2004.

Paragraph 6.08 of the Agreement is amended and supplemented to include the followmg agreement of the panies:

A. Arbitration. NI Disputes between Owner and Engineer shall be settled by arbiVation in accordance with the ruleseffective at the EtTective Date of the Agreement, subject to the conditions stated below. This agreement to albivare and anyother agreement or consent to arbitrate entered inro in accordance vrith [ his paragraph H6.09.A will be specificallyen(orceable under prevailing law ofany court havingjunsdiction.

L Notice of the demand for arbitraion must be filed in writing with the other party m ihe Agreement and wih anationally recognized arbitraror appmved by both parties. The demand must be made wihin a reasonable [ime aRerIhe Dispu[e has ari5ea In no event may thc demand for arbitrelion be made after he dae when insliNtion of legal orequitable pmceedings based on such Dispme would be barred by he applicable smmre of limitations.

2. P.11 demands for arbfvation and all answering statemenLC thereto which include any monetary claims mus[contain a statement that the mtal sum or value in controversy as alleged by the party making such demand or answeringsatement is not more than We egineer's project fees (exclusive of interes[ and costs). The zrbiVarors will no[ havejurisdictioq powep or authonty ro consider, or make £mdigs (execp[ in denial of their own junsdiction) concemingany Dispute if the amount in controversy in such Dispute is more ian the engineers's project (ees (exclusive of interesand costs), or ro render a monetary award in response thereto against any party which totals more than the egineer'sproject fees (exclusive of interest and costs). Disputes that are not subject to arbiVaion under this pazagraph may beruolved in any court o( competent judsdiction. .

3. The award rendered by the arbitrators shall be in writing, and shall include: (i) a precise breakdown of theaward; and (ii) a written explanation of 1he award specifically citing the Agreement provisions deemed applicable andrelied on in making the award.

4. The award rendered by the arbitrators wili be consistent with the Agreemem of the panies and fiml, andjudgment may be entered upon it in any coue having jurisdiction thereof, and will not be subject to appeal ormodification.

5. If a Dispute in question benveen Owner and Engineer involves Ihe work of a Contractor, subconvactor, orconsulants to the Owner or Engineer (each a'7oinable Par[}"), either Owner or Engirieer mayjoin each Joinable Partyas a party to the arbitration benveen Owner and Engineer hereundeq and Engineer or Owner, as appropriate, shallineWde in each contract with each such Joinable Party a specific provision whereby such Ioinable Party consents tobeing joined in nn arbitration between Oumer and Engineer involving [he work of such Joinable Party. Nothing in thisparagraph H6.09.A.5 nor in the provision of such convact consenting to joinder shall create nny claim, right, or causeof action in favor o( the Joinable Party and against Owner or Engineer that does not otherwisc exist.

October 15, 2004

Pye 1 of 1 Pages

F.xhibit H ispule Resolmion)FJCDC E500 SmntlarJ Form of Agrecmen Beween Owner :md F,npinrer for Pmfessional $erNCes.

CovYrighl m2002 Na[ional5ociciy o( Profevsional Engineer.v for EICUC. All rights reservM.

This is EXHIBIT 1, consisting of 1 page, referted lo in and part of theAgreement between Owner and Engineer tor Professional Servicesdacea October 15. 2004.

Albcnfion of Risks

Paragrsph 6.10 of he Agrecment is amended and supplemenred ro incWde the following agreement of 1he parties:

I6.10.A LimitationofEnginecr'sLiability

1. Engineer's Liabi(ity Limited 10 Amounl oJF,'ngineer'sCompensafion. To the fullest extent permilted by law, andnotwilhstanding any other provision of this Agreemen[, Ihe tota] liability, in the aggrega[e, of Engineer and Engineer'soffiwrs, directors, partners, employees, agents, and F,ngineer'sConsultants, and ay of [hem, o Owner and anyoce claimingbg through, or under Owner for any and all claims, Iosses, costs, or damages whalsoever adsing out of, resulting from or inany way related ro lhe Project or the Agreement Gom any cause or causes, including but not limiled ro lhe negligence,professional errors or omis5ions, scicl liability or breach of contract, ot warranty express or implied of Engineer orEngineer's ocers, direcrors, partners, employees, ngenis, or Engineer's Consultans, or any of them, shall not exceed hetotal compensation received by Engineer under ehix Agreement.

October 15, 2004

Page 1 of 1 PagnF,xhibit K- Amendment tn Owner-Enpneer Agreemvrt) - AttaJUnent 1)

FJCIIC N500 Slandard Farm uf Ayrecment Ueween Owner and fngineer for Pmfasionnl Services.CoVYright m2002 Natinnal Sceiety af Pmlessional Engineen fnr t7CUQ NI rigM1ts reserved. ,

r_