**AGREEMENT FOR ENGINEERING SERVICES**

The United States Department of Agriculture, Rural Utilities Service
(RUS) and the Engineers Joint Contract Documents Committee (EJCDC) have
developed a standard agreement for engineering services that is required
to be used for projects receiving financial assistance under the RUS
Water and Waste Disposal programs. The required document is the
"Standard Form of Agreement Between Owner and Engineer for Professional
Services, Funding Agency Edition- EJCDC No. E-510 (2002 Edition). The
document that follows is a sample agreement that has already been edited
into a format acceptable for use on RUS projects funded in California.
The document has been simplified to the extent permissible by this
agency, and its use is highly recommended since it will save the
engineer a considerable amount of editing effort and expedite approval
by this agency. However, since the document is copyright-protected, the
engineer will still be required to make a one-time purchase of the
master document from one of the following sources:

-   National Society of Professional Engineers-
    [www.nspe.org](http://www.nspe.org/)

Go to *Products & Services* to *Contract Documents* then to *Funding
Agency*.

-   American Society of Civil Engineers-
    [www.asce.org](http://www.asce.org/)

Go to *Products & Services* to *Contract Documents* then to *Funding
Agency Editions*.

**[INSTRUCTIONS]{.underline}**

1.) There are several instructional "Notes to User" that first need to
be addressed. Please ensure that these notes are deleted in the final
editing.

2.) Exhibit "A" of the agreement defines the Engineer's services. This
section of the agreement needs to be carefully reviewed to ensure that
it clearly defines the scope of services. (A detailed project specific
scope can be included as an attachment to this Exhibit if deemed
necessary.) "Additional Services" for the project are defined in
paragraph 2.01 of this Exhibit. Any services needed for this project not
listed here need to be added to this paragraph.

3.) Exhibit "B" of the agreement outlines the Owner's responsibilities.
Note that some of the items (permit acquisitions, bid advertisement,
easement work, soil testing) have been deleted and added to the scope of
the Engineer's services. These represent services that have historically
been performed by the Engineer and not the Owner on RUS funded projects.
This section will need to be revised if the Owner elects to perform
these services.

4.) Exhibit "C" of the agreement defines the compensation to the
Engineer. Note that the Basic Services are to be paid as a Lump Sum
amount. The Additional Services and Resident Inspection are paid on a
not-to-exceed time and materials basis therefore the Engineer's standard
hourly rates schedule will serve as the basis of payment for these
services.

5.) The "Summary of Engineering Compensation" on the following page
needs to be completed and submitted to RUS along with four copies of the
agreement for review and approval.

> **SUMMARY OF ENGINEERING COMPENSATION**
>
> (EJCDC No. E-510- Attachment)
>
> *STUDY AND REPORT PHASE (PER)*

  -------------------------------------------------- --------------------
  **TOTAL** (Exhibit C- paragraph C.2.01-A.1) **\$** 

  -------------------------------------------------- --------------------

> *DESIGN AND CONTRACT ADMINISTRATION SERVICES*

  -------------------------------------------------- --------------------
  Design Engineering \$                              

  Bidding/Contract Award Services \$                 

  Construction Phase Services \$                     

  As-Built Drawings \$                               

  **TOTAL** (Exhibit C- paragraph C.2.01-A.2) **\$** 
  -------------------------------------------------- --------------------

> *RESIDENT PROJECT REPRESENTATIVE (Inspection)*

  -------------------------------------------------- --------------------
  **TOTAL** (Exhibit C- paragraph C.2.04) **\$**     

  -------------------------------------------------- --------------------

> *ADDITIONAL SERVICES*

  -------------------------------------------------- --------------------
  Geotechnical Services \$                           

  Easement Acquisition/ROW\'s \$                     

  Environmental Services \$                          

  Operation & Maintenance Manual \$                  

  Detailed Construction Surveying \$                 

  Other Additional Eng\'g Services \$                

  **TOTAL** (Exhibit C- paragraph C.2.05) **\$**     
  -------------------------------------------------- --------------------

  -------------------------------------------------- --------------------
  **TOTAL ENGINEERING SERVICES** **\$**              

  -------------------------------------------------- --------------------

  -----------------------------------------------------------------------
  This document has important legal consequences; consultation with an
  attorney is encouraged with respect to its use or modification. This
  document should be adapted to the particular circumstances of the
  contemplated Project and the Controlling Law.

  -----------------------------------------------------------------------

STANDARD FORM OF AGREEMENT

BETWEEN OWNER AND ENGINEER

FOR

PROFESSIONAL SERVICES

FUNDING AGENCY EDITION

Prepared by

**ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE**

and

Issued and Published Jointly By

![](media/image1.png){width="2.069291338582677in"
height="0.47716535433070867in"}![](media/image2.png){width="2.244488188976378in"
height="0.4881889763779528in"}![](media/image3.png){width="1.6862204724409449in"
height="0.5582677165354331in"}

PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE

a practice division of the

NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

AMERICAN CONSULTING ENGINEERS COUNCIL

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

AMERICAN SOCIETY OF CIVIL ENGINEERS

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

This document has been approved and endorsed by

The Associated General Contractors of America

![](media/image4.png){width="1.0215277777777778in"
height="0.6055555555555555in"}

and the

![](media/image5.png){width="1.4097222222222223in"
height="0.3993055555555556in"}Construction Specification Institute

+----------+--------------+-----------+--------------+-------+---+------+
| STANDARD |              |           |              |       |   |      |
| FORM OF  |              |           |              |       |   |      |
| A        |              |           |              |       |   |      |
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|          |              |           |              |       |   |      |
| BETWEEN  |              |           |              |       |   |      |
| OWNER    |              |           |              |       |   |      |
| AND      |              |           |              |       |   |      |
| ENGINEER |              |           |              |       |   |      |
|          |              |           |              |       |   |      |
| FOR      |              |           |              |       |   |      |
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| ESSIONAL |              |           |              |       |   |      |
| SERVICES |              |           |              |       |   |      |
+----------+--------------+-----------+--------------+-------+---+------+
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+----------+--------------+-----------+--------------+-------+---+------+
| Owner    |              |           |              |       |   |      |
| intends  |              |           |              |       |   |      |
| to       |              |           |              |       |   |      |
+----------+--------------+-----------+--------------+-------+---+------+
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+----------+--------------+-----------+--------------+-------+---+------+
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+----------+--------------+-----------+--------------+-------+---+------+
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| follows  |              |           |              |       |   |      |
+----------+--------------+-----------+--------------+-------+---+------+

1.  Services of Engineer

    1.  Scope

        A.  Engineer shall provide, or cause to be provided, the
            services set forth herein and in Exhibit A.

2.  Owner's Responsibilities

    1.  General

        A.  Owner shall have the responsibilities set forth herein and
            in Exhibit B.

        B.  Owner shall pay Engineer as set forth in Exhibit C.

        C.  Owner shall be responsible for, and Engineer may rely upon,
            the accuracy and completeness of all requirements, programs,
            instructions, reports, data, and other information furnished
            by Owner to Engineer pursuant to this Agreement. Engineer
            may use such requirements, programs, instructions, reports,
            data, and information in performing or furnishing services
            under this Agreement.

3.  Schedule For Rendering Services

    1.  Commencement

        A.  Engineer shall begin rendering services as of the Effective
            Date of the Agreement.

    2.  Time for Completion

        A.  Engineer shall complete its obligations within a reasonable
            time. Specific periods of time for rendering services are
            set forth or specific dates by which services are to be
            completed are provided in Exhibit A, and are hereby agreed
            to be reasonable.

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

        C.  If Owner authorizes changes in the scope, extent, or
            character of the Project, then the time for completion of
            Engineer's services, and the rates and amounts of Engineer's
            compensation, shall be adjusted equitably.

        D.  Owner shall make decisions and carry out its other
            responsibilities in a timely manner so as not to delay the
            Engineer's performance of its services.

        E.  If Engineer fails, through its own fault, to complete the
            performance required in this Agreement within the time set
            forth, as duly adjusted, then Owner shall be entitled to the
            recovery of direct damages resulting from such failure.

4.  Invoices and Payments

    1.  Invoices

        A.  *Preparation and Submittal of Invoices.* Engineer shall
            prepare invoices in accordance with its standard invoicing
            practices and the terms of Exhibit C, and in a manner
            acceptable to Owner. Engineer shall submit its invoices to
            Owner no more than once per month. Invoices are due and
            payable within 60 days of receipt.

    2.  Payments

        A.  *Application to Interest and Principal.* Payment will be
            credited first to any interest owed to Engineer and then to
            principal.

        B.  *Failure to Pay*. If Owner fails to make any payment due
            Engineer for services and expenses within 60 days after
            receipt of Engineer's invoice and funds are available for
            the Project, then:

            1.  amounts due Engineer will be increased at the rate of
                1.0% per month (or the maximum rate of interest
                permitted by law, if less) from said sixtieth day; and

            2.  Engineer may, after giving seven days written notice to
                Owner, suspend services under this Agreement until Owner
                has paid in full all amounts due for services, expenses,
                and other related charges. Owner waives any and all
                claims against Engineer for any such suspension.

        C.  *Disputed Invoices.* If Owner contests an invoice, Owner may
            withhold only that portion so contested, and must pay the
            undisputed portion.

        D.  *Legislative Actions.* If after the Effective Date of the
            Agreement any governmental entity takes a legislative action
            that imposes taxes, fees, or charges on Engineer's services
            or compensation under this Agreement, then the Engineer may
            invoice such new taxes, fees, or charges as a Reimbursable
            Expense to which a factor of 1.0 shall be applied. Owner
            shall pay such invoiced new taxes, fees, and charges; such
            payment shall be in addition to the compensation to which
            Engineer is entitled under the terms of Exhibit C.

5.  Opinions of Cost

    1.  Opinions of Probable Construction Cost

        A.  Engineer's opinions of probable Construction Cost are to be
            made on the basis of Engineer's experience and
            qualifications and represent Engineer's best judgment as an
            experienced and qualified professional generally familiar
            with the construction industry. However, since Engineer has
            no control over the cost of labor, materials, equipment, or
            services furnished by others, or over contractors' methods
            of determining prices, or over competitive bidding or market
            conditions, Engineer cannot and does not guarantee that
            proposals, bids, or actual Construction Cost will not vary
            from opinions of probable Construction Cost prepared by
            Engineer. If Owner wishes greater assurance as to probable
            Construction Cost, Owner shall employ an independent cost
            estimator as provided in Exhibit B.

    2.  Designing to Construction Cost Limit

        A.  If a Construction Cost limit is established between Owner
            and Engineer, such Construction Cost limit and a statement
            of Engineer's rights and responsibilities with respect
            thereto will be specifically set forth in Exhibit F,
            "Construction Cost Limit," to this Agreement.

    3.  Opinions of Total Project Costs

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

6.  General Considerations

    1.  Standards of Performance

        A.  The standard of care for all professional engineering and
            related services performed or furnished by Engineer under
            this Agreement will be the care and skill ordinarily used by
            members of the subject profession practicing under similar
            circumstances at the same time and in the same locality.
            Engineer makes no warranties, express or implied, under this
            Agreement or otherwise, in connection with Engineer's
            services.

        B.  Owner shall not be responsible for discovering deficiencies
            in the technical accuracy of Engineer's services. Engineer
            shall correct any such deficiencies in technical accuracy
            without additional compensation except to the extent such
            corrective action is directly attributable to deficiencies
            in Owner-furnished information.

        C.  Engineer may retain such Consultants as Engineer deems
            necessary to assist in the performance or furnishing of the
            services, subject to reasonable, timely, and substantive
            objections by Owner. The retention of such Consultants shall
            not reduce the Engineer's obligations to Owner under this
            Agreement.

        D.  Subject to the standard of care set forth in
            Paragraph 6.01.A, Engineer and its Consultants may use or
            rely upon design elements and information ordinarily or
            customarily furnished by others, including, but not limited
            to, specialty contractors, manufacturers, suppliers, and the
            publishers of technical standards.

        E.  Engineer and Owner shall comply with applicable Laws and
            Regulations. Engineer shall comply with Owner-mandated
            standards that Owner has provided to Engineer in writing.
            This Agreement is based on these requirements as of its
            Effective Date. Changes to these requirements after the
            Effective Date of this Agreement may be the basis for
            modifications to Owner's responsibilities or to Engineer's
            scope of services, times of performance, and compensation.

        F.  Engineer shall not be required to sign any documents, no
            matter by whom requested, that would result in the Engineer
            having to certify, guarantee, or warrant the existence of
            conditions whose existence the Engineer cannot ascertain.
            Owner agrees not to make resolution of any dispute with the
            Engineer or payment of any amount due to the Engineer in any
            way contingent upon the Engineer signing any such documents.

        G.  The General Conditions for any construction contract
            documents prepared hereunder are to be the "Standard General
            Conditions of the Construction Contract, Funding Agency
            Edition" as prepared by the Engineers Joint Contract
            Documents Committee (No. C‑710, 2002 Edition) unless both
            parties mutually agree to use other General Conditions by
            specific reference in Exhibit I.

        H.  Engineer shall not at any time supervise, direct, or have
            control over Contractor's work, nor shall Engineer have
            authority over or responsibility for the means, methods,
            techniques, sequences, or procedures of construction
            selected or used by Contractor, for security or safety at
            the Site, for safety precautions and programs incident to
            the Contractor's work in progress, nor for any failure of
            Contractor to comply with Laws and Regulations applicable to
            Contractor's furnishing and performing the Work.

        I.  Engineer neither guarantees the performance of any
            Contractor nor assumes responsibility for any Contractor's
            failure to furnish and perform the Work in accordance with
            the Contract Documents.

        J.  Engineer shall not be responsible for the acts or omissions
            of any Contractor, subcontractor, or supplier, or of any of
            their agents or employees or of any other persons (except
            Engineer's own employees and its Consultants) at the Site or
            otherwise furnishing or performing any Work; or for any
            decision made on interpretations or clarifications of the
            Contract Documents given by Owner without consultation and
            advice of Engineer.

        K.  All Contract Documents and Applications for Payment shall be
            subject to Agency concurrence.

    2.  Design without Construction Phase Services

        A.  If Engineer's Basic Services under this Agreement do not
            include Project observation, or review of the Contractor's
            performance, or any other Construction Phase services, then
            (1) Engineer's services under this Agreement shall be deemed
            complete no later than the end of the Bidding or Negotiating
            Phase; (2) Engineer shall have no design or shop drawing
            review obligations during construction; (3) Owner assumes
            all responsibility for the application and interpretation of
            the Contract Documents, contract administration,
            construction observation and review, and all other necessary
            Construction Phase engineering and professional services;
            and (4) Owner waives any claims against the Engineer that
            may be connected in any way thereto.

    3.  Use of Documents

        A.  All Documents are instruments of service in respect to this
            Project, and Engineer shall retain an ownership and property
            interest therein (including the copyright and the right of
            reuse at the discretion of the Engineer) whether or not the
            Project is completed. Owner shall not rely in any way on any
            Document unless it is in printed form, signed or sealed by
            the Engineer or one of its Consultants.

        B.  A party may rely that data or information set forth on paper
            (also known as hard copies) that the party receives from the
            other party by mail, hand delivery, or facsimile, are the
            items that the other party intended to send. Files in
            electronic media format of text, data, graphics, or other
            types that are furnished by one party to the other are
            furnished only for convenience, not reliance by the
            receiving party. Any conclusion or information obtained or
            derived from such electronic files will be at the user's
            sole risk. If there is a discrepancy between the electronic
            files and the hard copies, the hard copies govern.

        C.  Because data stored in electronic media format can
            deteriorate or be modified inadvertently or otherwise
            without authorization of the data's creator, the party
            receiving electronic files agrees that it will perform
            acceptance tests or procedures within 60 days, after which
            the receiving party shall be deemed to have accepted the
            data thus transferred. Any transmittal errors detected
            within the 60-day acceptance period will be corrected by the
            party delivering the electronic files.

        D.  When transferring documents in electronic media format, the
            transferring party makes no representations as to long term
            compatibility, usability, or readability of documents
            resulting from the use of software application packages,
            operating systems, or computer hardware differing from those
            used by the documents' creator.

        E.  Owner may make and retain copies of Documents for
            information and reference in connection with use on the
            Project by Owner. Engineer grants Owner a license to use the
            Documents on the Project, extensions of the Project, and
            other projects of Owner, subject to the following
            limitations: (1) Owner acknowledges that such Documents are
            not intended or represented to be suitable for use on the
            Project unless completed by Engineer, or for use or reuse by
            Owner or others on extensions of the Project or on any other
            project without written verification or adaptation by
            Engineer; (2) any such use or reuse, or any modification of
            the Documents, without written verification, completion, or
            adaptation by Engineer, as appropriate for the specific
            purpose intended, will be at Owner's sole risk and without
            liability or legal exposure to Engineer or to Engineer's
            Consultants; (3) Owner shall indemnify and hold harmless
            Engineer and Engineer's Consultants from all claims,
            damages, losses, and expenses, including attorneys' fees,
            arising out of or resulting from any use, reuse, or
            modification without written verification, completion, or
            adaptation by Engineer; and (4) such limited license to
            Owner shall not create any rights in third parties.

        F.  If Engineer at Owner's request verifies or adapts the
            Documents for extensions of the Project or for any other
            project, then Owner shall compensate Engineer at rates or in
            an amount to be agreed upon by Owner and Engineer.

    4.  Insurance

        A.  Engineer shall procure and maintain insurance in the minimum
            amounts set forth below. ~~as set forth~~ ~~in Exhibit G,
            "Insurance."~~ Engineer shall cause Owner to be listed as an
            additional insured on any applicable general liability
            insurance policy carried by Engineer:

-   Commercial General Liability (\$1,000,000/Occurrence)

-   Automobile Liability (\$1,000,000/Occurrence)

-   Professional Liability (\$1,000,000 Aggregate)

    A.  Owner shall procure and maintain appropriate insurance. ~~as set
        forth in Exhibit G, "Insurance."~~ Owner shall cause Engineer
        and Engineer's Consultants to be listed as additional insureds
        on any general liability or property insurance policies carried
        by Owner which are applicable to the Project.

    B.  Owner shall require Contractor to purchase and maintain general
        liability and other insurance in accordance with the
        requirements of paragraph 5.04 of the "Standard General
        Conditions of the Construction Contract, Funding Agency
        Edition," (No. C‑710, 2002 Edition) as prepared by the Engineers
        Joint Contract Documents Committee and to cause Engineer and
        Engineer's Consultants to be listed as additional insureds with
        respect to such liability and other insurance purchased and
        maintained by Contractor for the Project.

    C.  ~~Owner and~~ Engineer shall ~~each~~ deliver to the ~~other~~
        Owner certificates of insurance evidencing the required
        coverages ~~indicated in Exhibit G.~~ Such certificates shall be
        furnished prior to commencement of Engineer's services and at
        renewals thereafter during the life of the Agreement.

    D.  All policies of property insurance relating to the Project shall
        contain provisions to the effect that Engineer's and Engineer's
        Consultants' interests are covered and that in the event of
        payment of any loss or damage the insurers will have no rights
        of recovery against Engineer or its Consultants, or any insureds
        or additional insureds thereunder.

    E.  At any time, Owner may request that Engineer or its Consultants,
        at Owner's sole expense, provide additional insurance coverage,
        increased limits, or revised deductibles that are more
        protective than those specified ~~in Exhibit G~~. If so
        requested by Owner, and if commercially available, Engineer
        shall obtain and shall require its Consultants to obtain such
        additional insurance coverage, different limits, or revised
        deductibles for such periods of time as requested by Owner.
        ~~and Exhibit G will be supplemented to incorporate these
        requirements~~.

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    1.  Suspension and Termination

        A.  *Suspension*.

            1.  By Owner: Owner may suspend the Project upon seven days
                written notice to Engineer.

            2.  By Engineer: If Engineer's services are substantially
                delayed through no fault of Engineer, Engineer may,
                after giving seven days written notice to Owner, suspend
                services under this Agreement.

        B.  *Termination.* The obligation to provide further services
            under this Agreement may be terminated:

            1.  For cause,

                a.  By either party upon 30 days written notice in the
                    event of substantial failure by the other party to
                    perform in accordance with the terms hereof through
                    no fault of the terminating party.

                b.  By Engineer:

                    1.  upon seven days written notice if Owner demands
                        that Engineer furnish or perform services
                        contrary to Engineer's responsibilities as a
                        licensed professional; or

                    2.  upon seven days written notice if the Engineer's
                        services for the Project are delayed or
                        suspended for more than 90 days for reasons
                        beyond Engineer's control.

                    3.  Engineer shall have no liability to Owner on
                        account of such termination.

                c.  Notwithstanding the foregoing, this Agreement will
                    not terminate under paragraph 6.05.B.1.a if the
                    party receiving such notice begins, within seven
                    days of receipt of such notice, to correct its
                    substantial failure to perform and proceeds
                    diligently to cure such failure within no more than
                    30 days of receipt thereof; provided, however, that
                    if and to the extent such substantial failure cannot
                    be reasonably cured within such 30 day period, and
                    if such party has diligently attempted to cure the
                    same and thereafter continues diligently to cure the
                    same, then the cure period provided for herein shall
                    extend up to, but in no case more than, 60 days
                    after the date of receipt of the notice.

            2.  For convenience,

                a.  By Owner effective upon Engineer's receipt of notice
                    from Owner.

        C.  *Effective Date of Termination*. The terminating party under
            paragraph 6.05.B may set the effective date of termination
            at a time up to 30 days later than otherwise provided to
            allow Engineer to demobilize personnel and equipment from
            the Site, to complete tasks whose value would otherwise be
            lost, to prepare notes as to the status of completed and
            uncompleted tasks, and to assemble Project materials in
            orderly files.

        D.  *Payments Upon Termination.*

            1.  In the event of any termination under paragraph 6.05,
                Engineer will be entitled to invoice Owner and to
                receive payment for all acceptable services performed or
                furnished and all Reimbursable Expenses incurred through
                the effective date of termination.

            2.  In the event of termination by Owner for convenience or
                by Engineer for cause, Engineer shall be entitled, in
                addition to invoicing for those items identified in
                paragraph 6.05.D.1, to invoice Owner and to payment of a
                reasonable amount for services and expenses directly
                attributable to termination, both before and after the
                effective date of termination, such as reassignment of
                personnel, costs of terminating contracts with
                Engineer's Consultants, and other related close-out
                costs, using methods and rates for Additional Services
                as set forth in Exhibit C.

        E.  *Delivery of Project Materials to Owner.* Prior to the
            effective date of termination, the Engineer will deliver to
            Owner copies of all completed Documents and other Project
            materials for which Owner has compensated Engineer. Owner's
            use of any such Documents or Project materials shall be
            subject to the terms of Paragraph 6.03.

    2.  Controlling Law

        A.  This Agreement is to be governed by the law of the state in
            which the Project is located, its conflict of laws
            provisions excepted.

    3.  Successors, Assigns, and Beneficiaries

        A.  Owner and Engineer each is hereby bound and the partners,
            successors, executors, administrators and legal
            representatives of Owner and Engineer (and to the extent
            permitted by paragraph 6.07.B the assigns of Owner and
            Engineer) are hereby bound to the other party to this
            Agreement and to the partners, successors, executors,
            administrators and legal representatives (and said assigns)
            of such other party, in respect of all covenants,
            agreements, and obligations of this Agreement.

        B.  Neither Owner nor Engineer may assign, sublet, or transfer
            any rights under or interest (including, but without
            limitation, moneys that are due or may become due) in this
            Agreement without the written consent of the other, except
            to the extent that any assignment, subletting, or transfer
            is mandated or restricted by law. Unless specifically stated
            to the contrary in any written consent to an assignment, no
            assignment will release or discharge the assignor from any
            duty or responsibility under this Agreement.

        C.  Unless expressly provided otherwise in this Agreement:

            1.  Nothing in this Agreement shall be construed to create,
                impose, or give rise to any duty owed by Owner or
                Engineer to any Contractor, Contractor's subcontractor,
                supplier, other individual or entity, or to any surety
                for or employee of any of them.

            2.  All duties and responsibilities undertaken pursuant to
                this Agreement will be for the sole and exclusive
                benefit of Owner and Engineer and not for the benefit of
                any other party.

            3.  Owner agrees that the substance of the provisions of
                this paragraph 6.07.C shall appear in the Contract
                Documents.

    4.  Dispute Resolution

        A.  Owner and Engineer agree to negotiate all disputes between
            them in good faith for a period of 30 days from the date of
            notice prior to invoking the procedures of Exhibit H or
            other provisions of this Agreement, or exercising their
            rights under law.

        B.  If the parties fail to resolve a dispute through negotiation
            under paragraph 6.08.A, then either or both may invoke the
            procedures of Exhibit H. If Exhibit H is not included, or if
            no dispute resolution method is specified in Exhibit H, then
            the parties may exercise their rights under law.

    5.  Environmental Condition of Site

        A.  Owner has disclosed to Engineer in writing the existence of
            all known and suspected Asbestos, PCBs, Petroleum, Hazardous
            Waste, Radioactive Material, hazardous substances, and other
            Constituents of Concern located at or near the Site,
            including type, quantity, and location.

        B.  Owner represents to Engineer that to the best of its
            knowledge no Constituents of Concern, other than those
            disclosed in writing to Engineer, exist at the Site.

        C.  If Engineer encounters an undisclosed Constituent of
            Concern, then Engineer shall notify (1) Owner and
            (2) appropriate governmental officials if Engineer
            reasonably concludes that doing so is required by applicable
            Laws or Regulations.

        D.  It is acknowledged by both parties that Engineer's scope of
            services does not include any services related to
            Constituents of Concern. If Engineer or any other party
            encounters an undisclosed Constituent of Concern, or if
            investigative or remedial action, or other professional
            services, are necessary with respect to disclosed or
            undisclosed Constituents of Concern, then Engineer may, at
            its option and without liability for consequential or any
            other damages, suspend performance of services on the
            portion of the Project affected thereby until Owner:
            (1) retains appropriate specialist consultant(s) or
            contractor(s) to identify and, as appropriate, abate,
            remediate, or remove the Constituents of Concern; and (2)
            warrants that the Site is in full compliance with applicable
            Laws and Regulations.

        E.  If the presence at the Site of undisclosed Constituents of
            Concern adversely affects the performance of Engineer's
            services under this Agreement, then the Engineer shall have
            the option of (1) accepting an equitable adjustment in its
            compensation or in the time of completion, or both; or (2)
            terminating this Agreement for cause on 30 days notice.

        F.  Owner acknowledges that Engineer is performing professional
            services for Owner and that Engineer is not and shall not be
            required to become an "arranger," "operator," "generator,"
            or "transporter" of hazardous substances, as defined in the
            Comprehensive Environmental Response, Compensation, and
            Liability Act (CERCLA), as amended, which are or may be
            encountered at or near the Site in connection with
            Engineer's activities under this Agreement.

    6.  Indemnification and Mutual Waiver

        A.  *Indemnification by Engineer.* To the fullest extent
            permitted by law, Engineer shall indemnify and hold harmless
            Owner, and Owner's officers, directors, partners, agents,
            consultants, and employees from and against any and all
            claims, costs, losses, and damages (including but not
            limited to all fees and charges of engineers, architects,
            attorneys, and other professionals, and all court,
            arbitration, or other dispute resolution costs) arising out
            of or relating to the Project, provided that any such claim,
            cost, loss, or damage is attributable to bodily injury,
            sickness, disease, or death, or to damage to or destruction
            of tangible property (other than the Work itself), including
            the loss of use resulting therefrom, but only to the extent
            caused by any negligent act or omission of Engineer or
            Engineer's officers, directors, partners, employees, or
            Consultants.

        B.  *Indemnification by Owner.* To the fullest extent permitted
            by law, Owner shall indemnify and hold harmless Engineer,
            Engineer's officers, directors, partners, agents, employees,
            and Consultants from and against any and all claims, costs,
            losses, and damages (including but not limited to all fees
            and charges of engineers, architects, attorneys, and other
            professionals, and all court, arbitration, or other dispute
            resolution costs) arising out of or relating to the Project,
            provided that any such claim, cost, loss, or damage is
            attributable to bodily injury, sickness, disease, or death
            or to damage to or destruction of tangible property (other
            than the Work itself), including the loss of use resulting
            therefrom, but only to the extent caused by any negligent
            act or omission of Owner or Owner's officers, directors,
            partners, agents, consultants, or employees, or others
            retained by or under contract to the Owner with respect to
            this Agreement or to the Project.

        C.  *Environmental Indemnification.* In addition to the
            indemnity provided under paragraph 6.10.B of this Agreement,
            and to the fullest extent permitted by law, Owner shall
            indemnify and hold harmless Engineer and its officers,
            directors, partners, agents, employees, and Consultants from
            and against any and all claims, costs, losses, and damages
            (including but not limited to all fees and charges of
            engineers, architects, attorneys and other professionals,
            and all court, arbitration, or other dispute resolution
            costs) caused by, arising out of, relating to. or resulting
            from a Constituent of Concern at, on, or under the Site,
            provided that (1) any such claim, cost, loss, or damage is
            attributable to bodily injury, sickness, disease, or death,
            or to damage to or destruction of tangible property (other
            than the Work itself), including the loss of use resulting
            therefrom, and (2) nothing in this paragraph shall obligate
            Owner to indemnify any individual or entity from and against
            the consequences of that individual\'s or entity\'s own
            negligence or willful misconduct.

        D.  *Percentage Share of Negligence*. To the fullest extent
            permitted by law, a party's total liability to the other
            party and anyone claiming by, through, or under the other
            party for any cost, loss, or damage caused in part by the
            negligence of the party and in part by the negligence of the
            other party or any other negligent entity or individual,
            shall not exceed the percentage share that the party's
            negligence bears to the total negligence of Owner, Engineer,
            and all other negligent entities and individuals.

        E.  *Mutual Waiver.* To the fullest extent permitted by law,
            Owner and Engineer waive against each other, and the other's
            employees, officers, directors, agents, insurers, partners,
            and consultants, any and all claims for or entitlement to
            special, incidental, indirect, or consequential damages
            arising out of, resulting from, or in any way related to the
            Project.

    7.  Miscellaneous Provisions

        A.  *Notices.* Any notice required under this Agreement will be
            in writing, addressed to the appropriate party at its
            address on the signature page and given personally, by
            facsimile, by registered or certified mail postage prepaid,
            or by a commercial courier service. All notices shall be
            effective upon the date of receipt.

        B.  *Survival.* All express representations, waivers,
            indemnifications, and limitations of liability included in
            this Agreement will survive its completion or termination
            for any reason.

        C.  *Severability.* Any provision or part of the Agreement held
            to be void or unenforceable under any Laws or Regulations
            shall be deemed stricken, and all remaining provisions shall
            continue to be valid and binding upon Owner and Engineer,
            who agree that the Agreement shall be reformed to replace
            such stricken provision or part thereof with a valid and
            enforceable provision that comes as close as possible to
            expressing the intention of the stricken provision.

        D.  *Waiver.* A party's non-enforcement of any provision shall
            not constitute a waiver of that provision, nor shall it
            affect the enforceability of that provision or of the
            remainder of this Agreement.

        E.  *Accrual of Claims*. To the fullest extent permitted by law,
            all causes of action arising under this Agreement shall be
            deemed to have accrued, and all statutory periods of
            limitation shall commence, no later than the date of
            Substantial Completion.

7.  Definitions

    1.  Defined Terms

        A.  Wherever used in this Agreement (including the Exhibits
            hereto) terms (including the singular and plural forms)
            printed with initial capital letters have the meanings
            indicated in the text above or in the exhibits; in the
            following provisions; or in the "Standard General Conditions
            of the Construction Contract, Funding Agency Edition,"
            prepared by the Engineers Joint Contract Documents Committee
            (No. C‑710, 2002 Edition):

            1.  *Additional Services* -- The services to be performed
                for or furnished to Owner by Engineer in accordance with
                Exhibit A, Part 2, of this Agreement.

            2.  *Agency* -- The Federal or state agency named on page 1
                of this Agreement.

            3.  *Basic Services* -- The services to be performed for or
                furnished to Owner by Engineer in accordance with
                Exhibit A, Part 1, of this Agreement.

            4.  *Construction Cost* -- The cost to Owner of those
                portions of the entire Project designed or specified by
                Engineer. Construction Cost does not include costs of
                services of Engineer or other design professionals and
                consultants, cost of land, rights-of-way, or
                compensation for damages to properties, or Owner's costs
                for legal, accounting, insurance counseling or auditing
                services, or interest and financing charges incurred in
                connection with the Project, or the cost of other
                services to be provided by others to Owner pursuant to
                Exhibit B of this Agreement. Construction Cost is one of
                the items comprising Total Project Costs.

            5.  *Constituent of Concern* -- Any substance, product,
                waste, or other material of any nature whatsoever
                (including, but not limited to, Asbestos, Petroleum,
                Radioactive Material, and PCBs) which is or becomes
                listed, regulated, or addressed pursuant to \[a\] the
                Comprehensive Environmental Response, Compensation and
                Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA");
                \[b\] the Hazardous Materials Transportation Act, 49
                U.S.C. §§1801 et seq.; \[c\] the Resource Conservation
                and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA");
                \[d\] the Toxic Substances Control Act, 15 U.S.C. §§2601
                et seq.; \[e\] the Clean Water Act, 33 U.S.C. §§1251 et
                seq.; \[f\] the Clean Air Act, 42 U.S.C. §§7401 et seq.;
                and \[g\] any other federal, state, or local statute,
                law, rule, regulation, ordinance, resolution, code,
                order, or decree regulating, relating to, or imposing
                liability or standards of conduct concerning, any
                hazardous, toxic, or dangerous waste, substance, or
                material.

            6.  *Consultants* -- Individuals or entities having a
                contract with Engineer to furnish services with respect
                to this Project as Engineer's independent professional
                associates, consultants, subcontractors, or vendors.

            7.  *Documents* -- Data, reports, Drawings, Specifications,
                Record Drawings, and other deliverables, whether in
                printed or electronic media format, provided or
                furnished in appropriate phases by Engineer to Owner
                pursuant to this Agreement.

            8.  *Drawings* -- That part of the Contract Documents
                prepared or approved by Engineer which graphically shows
                the scope, extent, and character of the Work to be
                performed by Contractor. Shop Drawings are not Drawings
                as so defined.

            9.  *Effective Date of the Agreement* -- The date indicated
                in this Agreement on which it becomes effective. If no
                such date is indicated it means the date on which Agency
                concurs with the Agreement.

            10. *Laws and Regulations; Laws or Regulations --* Any and
                all applicable laws, rules, regulations, ordinances,
                codes, and orders of any and all governmental bodies,
                agencies, authorities, and courts having jurisdiction.

            11. *Reimbursable Expenses* -- The expenses incurred
                directly by Engineer in connection with the performing
                or furnishing of Basic and Additional Services for the
                Project.

            12. *Resident Project Representative* -- The authorized
                representative of Engineer, if any, assigned to assist
                Engineer at the Site during the Construction Phase. The
                Resident Project Representative will be Engineer's agent
                or employee and under Engineer's supervision. As used
                herein, the term Resident Project Representative
                includes any assistants of Resident Project
                Representative agreed to by Owner. The duties and
                responsibilities of the Resident Project Representative,
                if any, are as set forth in Exhibit D.

            13. *Specifications* -- That part of the Contract Documents
                consisting of written technical descriptions of
                materials, equipment, systems, standards, and
                workmanship as applied to the Work and certain
                administrative details applicable thereto.

            14. *Total Project Costs* -- The sum of the Construction
                Cost, allowances for contingencies, and the total costs
                of services of Engineer or other design professionals
                and consultants, together with such other
                Project-related costs that Owner furnishes for
                inclusion, including but not limited to cost of land,
                rights-of-way, compensation for damages to properties,
                Owner's costs for legal, accounting, insurance
                counseling and auditing services, interest and financing
                charges incurred in connection with the Project, and the
                cost of other services to be provided by others to Owner
                pursuant to Exhibit B of this Agreement.

8.  Exhibits and Special Provisions

    1.  Exhibits Included:

        A.  Exhibit A, "Engineer's Services," consisting of
            [     ]{.underline} pages.

        B.  Exhibit B, "Owner's Responsibilities," consisting of
            [     ]{.underline} pages.

        C.  Exhibit C, "Payments to Engineer for Services and
            Reimbursable Expenses," consisting of [     ]{.underline}
            pages.

        D.  Exhibit D, "Duties, Responsibilities and Limitations of
            Authority of Resident Project Representative," consisting of
            [     ]{.underline} pages.

        E.  ~~Exhibit E, "Notice of Acceptability of Work," consisting
            of [     ]{.underline} pages.~~

        F.  ~~Exhibit F, "Construction Cost Limit," consisting of
            [     ]{.underline} pages~~.

        G.  ~~Exhibit G, "Insurance," consisting of [     ]{.underline}
            pages.~~

        H.  Exhibit H, "Dispute Resolution," consisting of
            [     ]{.underline} pages.

        I.  ~~Exhibit I, "Special Provisions," consisting of
            [     ]{.underline} pages.~~

        J.  ~~Exhibit J, "Amendment to Standard Form of Agreement,"
            consisting of [     ]{.underline} pages~~.

    2.  Total Agreement

        A.  This Agreement together with the exhibits identified above
            constitutes the entire agreement between Owner and Engineer
            for the Project and supersedes all prior written or oral
            understandings. This Agreement may only be amended,
            supplemented, or modified by a duly executed written
            instrument based on the format of Exhibit J to this
            Agreement.

    3.  Designated Representatives

        A.  With the execution of this Agreement, Engineer and Owner
            shall designate specific individuals to act as Engineer's
            and Owner's representatives with respect to the services to
            be performed or furnished by Engineer and responsibilities
            of Owner under this Agreement. Such individuals shall have
            authority to transmit instructions, receive information, and
            render decisions relative to the Project on behalf of each
            respective party.

    4.  Federal Requirements

        A.  *Agency Concurrence*. Signature of a duly authorized
            representative of Agency in the space provided on the
            signature page hereof does not constitute a commitment to
            provide financial assistance or payments hereunder but does
            signify that this Agreement conforms to Agency's applicable
            requirements

        B.  *Audit and Access to Records*. For all negotiated contracts
            and negotiated modifications (except those of \$10,000 or
            less), Owner, Agency, the Comptroller General, or any of
            their duly authorized representatives, shall have access to
            any books, documents, papers, and records of the Engineer
            which are pertinent to the Agreement, for the purpose of
            making audits, examinations, excerpts, and transcriptions.
            Engineer shall maintain all required records for three years
            after final payment is made and all other pending matters
            are closed.

        C.  *Restrictions on Lobbying*. Engineer and each Consultant
            shall comply with Restrictions on Lobbying (Public Law
            101-121, Section 319) as supplemented by applicable Agency
            regulations. This Law applies to the recipients of contracts
            and subcontracts that exceed \$100,000 at any tier under a
            Federal loan that exceeds \$150,000 or a Federal grant that
            exceeds \$100,000. If applicable, Engineer must complete a
            certification form on lobbying activities related to a
            specific Federal loan or grant that is a funding source for
            this Agreement. Each tier certifies to the tier above that
            it will not and has not used Federal appropriated funds to
            pay any person or organization for influencing or attempting
            to influence an officer or employee of any agency, a member
            of Congress, or an employee of a member of Congress in
            connection with obtaining any Federal contract, grant, or
            any other award covered by 31 USC 1352. Each tier shall
            disclose any lobbying with non-Federal funds that takes
            place in connection with obtaining any Federal award.
            Certifications and disclosures are forwarded from tier to
            tier up to the Owner. Necessary certification and disclosure
            forms shall be provided by Owner.

        D.  *Suspension and Debarment*. Engineer certifies, by signing
            this Agreement, that neither it nor its principals are
            presently debarred, suspended, proposed for debarment,
            declared ineligible, or voluntarily excluded from
            participation in this transaction by any Federal department
            or agency. Engineer will not contract with any Consultant
            for this project if it or its principals is presently
            debarred, suspended, proposed for debarment, declared
            ineligible, or voluntarily excluded from participation in
            this transaction by any Federal department or agency.
            Necessary certification forms shall be provided by the
            Owner.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

  ---------------- -- -- -- -- ------------- -- -- -- -- -- -- -- -- -- -- --- -- ----------- -- -- --------- ---------------- -- -- -- -- -- -- -- -- -- -- -- -- -- -------- ----- --
  **Owner:**                                                                                                  **Engineer:**                                                          

                                                                                                                                                                                     

                                                                                                                                                                                     

                                                                                                                                                                                     

  By:                                                                                                         By:                                                                    

                                                                                                                                                                                     

  Title:                                                                                                      Title:                                                                 

                                                                                                                                                                                     

  Date Signed:                                                                                                Date Signed:                                                           

                                                                                                                                                                                     

                                                                                                              Engineer CA                                                            
                                                                                                              License No.                                                            

                                                                                                                                                                                     

                                                                                                                                                                                     

  Address for                                                                                                 Address for                                                            
  giving notices:                                                                                             giving notices:                                                        

                                                                                                                                                                                     

                                                                                                                                                                                     

                                                                                                                                                                                     

                                                                                                                                                                                     

                                                                                                                                                                                     

  Designated                                                                                                  Designated                                                             
  Representative                                                                                              Representative                                                         
  (see paragraph                                                                                              (see paragraph                                                         
  8.03.A):                                                                                                    8.03.A):                                                               

                                                                                                                                                                                     

                                                                                                                                                                                     

                                                                                                                                                                                     

  Title:                                                                                                      Title:                                                                 

                                                                                                                                                                                     

  Phone Number:                                                                                     Phone                                                                            
                                                                                                    Number:                                                                          

                                                                                                                                                                                     

                                                                                                                                                                                     

  **AGENCY                                                                                                                                                                           
  CONCURRENCE**                                                                                                                                                                      

                                                                                                                                                                                     

  Agency:                      USDA Rural                                                                                                                                            
                               Development                                                                                                                                           

                                                                                                                                                                                     

  By (Signature):                                                                                                                                                                    

                                                                                                                                                                                     

  Typed Name:                                                                                                                                                                        

                                                                                                                                                                                     

  Title:                                                                                                                                                                             

                                                                                                                                                                                     

  Date:                                                                                                                                                                              
  ---------------- -- -- -- -- ------------- -- -- -- -- -- -- -- -- -- -- --- -- ----------- -- -- --------- ---------------- -- -- -- -- -- -- -- -- -- -- -- -- -- -------- ----- --

Exhibit A

SUGGESTED FORMAT

(for use with E-510, 2002 Edition)

This is **EXHIBIT A**, consisting of [     ]{.underline} pages, referred
to in and part of the **Agreement between Owner and Engineer for
Professional Services** dated [     ]{.underline}.

Owner\'s Consultant\'s Services

1.  BASIC SERVICES

Article 1 of the Agreement is amended and supplemented to include the
following agreement of the parties. Engineer shall provide Basic and
Additional Services as set forth below.

***[Notes to User]{.underline}***

***1. If the Preliminary Engineering Report was prepared under a
separate contract- paragraph A.1.01 needs to be struck out in its
entirety.***

***2. If the preparation of the Environmental Report is not included in
the Engineer's contract- paragraph A.1.01-6.a needs to be struck out.***

1.  Study and Report Phase

    A.  Engineer shall:

        1.  Consult with Owner to define and clarify Owner's
            requirements for the Project and available data.

        2.  Advise Owner of any need for Owner to provide data or
            services of the types described in Exhibit B which are not
            part of Engineer's Basic Services.

        3.  Identify, consult with, and analyze requirements of
            governmental authorities having jurisdiction to approve the
            portions of the Project designed or specified by Engineer,
            including but not limited to mitigating measures identified
            in the environmental assessment.

        4.  Identify and evaluate [\[*insert specific number or list
            here*\]]{.underline} all reasonable alternate solutions
            available to Owner and, after consultation with Owner,
            recommend to Owner those solutions which in Engineer's
            judgment meet Owner's requirements for the Project.

        5.  In accordance with Agency guidance, prepare a preliminary
            engineering report (the "Report") which will, as
            appropriate, contain schematic layouts, sketches, operation
            and maintenance costs, and conceptual design criteria with
            appropriate exhibits to indicate the agreed-to requirements,
            considerations involved, and those alternate solutions
            available to Owner which Engineer recommends. For each
            recommended solution Engineer will provide the following,
            which will be separately itemized: opinion of probable
            Construction Cost; proposed allowances for contingencies;
            the estimated total costs of design, professional, and
            related services to be provided by Engineer and its
            Consultants; and, on the basis of information furnished by
            Owner, a summary of allowances for other items and services
            included within the definition of Total Project Costs.

        6.  Perform or provide the following additional Study and Report
            Phase tasks or deliverables: [\[*here list any such tasks or
            deliverables*\]]{.underline}

            a.  Environment Report in accordance with Agency
                requirements.

            b.  Provide engineering information for applications and
                supporting documents for private or governmental grants,
                loans, or advances in connection with the Project.

            c.  Prepare feasibility studies and preliminary ranges of
                rate schedules if required for the Project.

            d.  *[     ]{.underline} \[List others\]*

        7.  Furnish *[     ]{.underline}* review copies of the Report
            and any other deliverables to Owner and Agency within
            [     ]{.underline} calendar days of authorization to begin
            services and review it with Owner.

        8.  Revise the Report and any other deliverables in response to
            Owner's and Agency's comments, as appropriate, and furnish
            *[     ]{.underline}* copies of the revised Report and any
            other deliverables to the Owner and Agency within
            *[     ]{.underline}* calendar days of receipt of all such
            comments.

    B.  Engineer's services under the Study and Report Phase will be
        considered complete on the date when the revised Report and any
        other deliverables have been delivered to and accepted by Owner
        and Agency, as appropriate.

2.  Preliminary Design Phase

    A.  After acceptance by Owner and Agency of the Report and any other
        deliverables, selection by Owner of a recommended solution and
        indication of any specific modifications or changes in the
        scope, extent, character, or design requirements of the Project
        desired by Owner, and upon written authorization from Owner,
        Engineer shall:

        1.  Prepare Preliminary Design Phase documents consisting of
            final design criteria, preliminary drawings, outline
            specifications, and written descriptions of the Project.

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

        3.  Provide to Owner three copies of maps showing the general
            location of required construction easements and permanent
            easements and the land to be acquired.

        4.  Advise Owner if additional reports, data, information, or
            services of the types described in Exhibit B are necessary
            and assist Owner in obtaining such reports, data,
            information, or services.

        5.  Based on the information contained in the Preliminary Design
            Phase documents, prepare a revised opinion of probable
            Construction Cost, and assist Owner in collating the various
            cost categories which comprise Total Project Costs.

        6.  Perform or provide the following additional Preliminary
            Design Phase tasks or deliverables: [\[*here list any such
            tasks or deliverables*\]]{.underline}

        7.  Furnish *[     ]{.underline}* review copies of the
            Preliminary Design Phase documents and any other
            deliverables to Owner (and Agency, if required) within
            *[     ]{.underline}* calendar days of authorization to
            proceed with this phase, and review them with Owner.

        8.  Revise the Preliminary Design Phase documents and any other
            deliverables in response to comments from Owner (and
            Agency), as appropriate, and furnish to Owner (and Agency)
            *[     ]{.underline}* copies of the revised Preliminary
            Design Phase documents, revised opinion of probable
            Construction Cost, and any other deliverables within
            *[     ]{.underline}* calendar days after receipt of all
            such comments.

    B.  Engineer's services under the Preliminary Design Phase will be
        considered complete on the date when the revised Preliminary
        Design Phase documents, revised opinion of probable Construction
        Cost, and any other deliverables have been delivered to Owner
        (and Agency, if required).

3.  Final Design Phase

    A.  After acceptance by Owner (and by Agency, if required) of the
        Preliminary Design Phase documents, revised opinion of probable
        Construction Cost as determined in the Preliminary Design Phase,
        and any other deliverables subject to any Owner-directed
        modifications or changes in the scope, extent, character, or
        design requirements of or for the Project, and upon written
        authorization from Owner, Engineer shall:

        1.  Prepare final Drawings and Specifications indicating the
            scope, extent, and character of the Work to be performed and
            furnished by Contractor. If appropriate, Specifications
            shall conform to the 16-division format of the Construction
            Specifications Institute.

        2.  Provide technical criteria, written descriptions, and design
            data for Owner's use in filing applications for permits from
            or approvals of governmental authorities having jurisdiction
            to review or approve the final design of the Project; assist
            Owner in consultations with such authorities; and revise the
            Drawings and Specifications in response to directives from
            such authorities.

        3.  Advise Owner of any adjustments to the opinion of probable
            Construction Cost and any adjustments to Total Project Costs
            known to Engineer.

        4.  Perform or provide the following additional Final Design
            Phase tasks or deliverables: [\[*here list any such tasks or
            deliverables*\]]{.underline}

        5.  Prepare and furnish Bidding Documents for review by the
            Owner, its legal counsel, its other advisors, regulatory
            agencies, and Agency, within *[     ]{.underline}* calendar
            days of authorization to proceed with this phase, and assist
            Owner in the preparation of other related documents. Bidding
            documents will comply with Agency's requirements in effect
            as of the date of Owner authorizing work in this phase.

        6.  Revise the Bidding Documents in accordance with comments and
            instructions from the Owner and Agency, as appropriate, and
            submit *[     ]{.underline}* final copies of the Bidding
            Documents, a revised opinion of probable Construction Cost,
            and any other deliverables to Owner and Agency within
            *[     ]{.underline}* calendar days after receipt of all
            such comments and instructions.

    B.  Engineer's services under the Final Design Phase will be
        considered complete on the date when the submittals required by
        paragraph A.1.03.A.6 have been delivered to and accepted by
        Owner and Agency.

    C.  In the event that the Work designed or specified by Engineer is
        to be performed or furnished under more than one prime contract,
        or if Engineer's services are to be separately sequenced with
        the work of one or more prime Contractors (such as in the case
        of fast-tracking), Owner and Engineer shall, prior to
        commencement of the Final Design Phase, develop a schedule for
        performance of Engineer's services during the Final Design,
        Bidding or Negotiating, Construction, and Post-Construction
        Phases in order to sequence and coordinate properly such
        services as are applicable to the work under such separate prime
        contracts. This schedule is to be prepared and included in or
        become an amendment to Exhibit A whether or not the work under
        such contracts is to proceed concurrently.

    D.  The number of prime contracts for Work designed or specified by
        Engineer upon which the Engineer's compensation has been
        established under this Agreement is *[     ]{.underline}*. If
        more prime contracts are awarded, Engineer shall be entitled to
        an equitable increase in its compensation under this Agreement.

4.  Bidding or Negotiating Phase

    A.  After acceptance by Owner and Agency of the Bidding Documents
        and the most recent opinion of probable Construction Cost as
        determined in the Final Design Phase, and upon written
        authorization by Owner to proceed, Engineer shall:

        1.  ~~Assist Owner in advertising~~ Placement of advertisements
            for obtaining bids or proposals for the Work in appropriate
            publications and where applicable, maintain a record of
            prospective bidders to whom Bidding Documents have been
            issued, attend pre-Bid conferences, if any, and receive and
            process contractor deposits or charges for the Bidding
            Documents.

        2.  Issue Addenda as appropriate to clarify, correct, or change
            the Bidding Documents.

        3.  Provide information or assistance needed by Owner in the
            course of any negotiations with prospective contractors.

        4.  Consult with Owner as to the acceptability of
            subcontractors, suppliers, and other individuals and
            entities proposed by prospective contractors for those
            portions of the Work as to which such acceptability is
            required by the Bidding Documents.

        5.  Determine the acceptability of substitute materials and
            equipment proposed when substitution is necessary because
            the specified item is incompatible with the Project or fails
            to comply with applicable codes.

        6.  Perform or provide the following additional Bidding or
            Negotiating Phase tasks or deliverables: [\[*here list any
            such tasks or deliverables*\]]{.underline}

        7.  Attend the Bid opening, prepare Bid tabulation sheets, and
            assist Owner in evaluating Bids or proposals and in
            assembling and awarding contracts for the Work.

    B.  The Bidding or Negotiating Phase will be considered complete
        upon commencement of the Construction Phase or upon cessation of
        negotiations with prospective contractors (except as may be
        required if Exhibit F is a part of this Agreement).

5.  Construction Phase

    A.  Upon successful completion of the Bidding and Negotiating Phase,
        and upon written authorization from Owner, Engineer shall:

        1.  *General Administration of Construction Contract.* Consult
            with Owner and act as Owner's representative as provided in
            the General Conditions. The extent and limitations of the
            duties, responsibilities, and authority of Engineer as
            assigned in the General Conditions shall not be modified,
            except as Engineer may otherwise agree in writing. All of
            Owner's instructions to Contractor will be issued through
            Engineer, which shall have authority to act on behalf of
            Owner in dealings with Contractor to the extent provided in
            this Agreement and the General Conditions except as
            otherwise provided in writing.

        2.  *Resident Project Representative (RPR).* Unless otherwise
            notified in writing by Owner, Engineer shall provide the
            services of Resident Project Representative (RPR) at the
            Site to assist Engineer and to provide more continuous
            observations of such work on a full-time basis unless
            part-time services are expressly approved by Agency and this
            Agreement is amended accordingly. Engineer will, prior to
            the pre-construction conference, submit a resume of the
            RPR's qualifications for approval by Owner and Agency. The
            duties, responsibilities, and limitations of authority of
            the RPR are as set forth in Exhibit D. The furnishing of
            such Resident Project Representative service will not limit,
            extend, or modify Engineer's responsibilities or authority
            except as expressly set forth in Exhibit D.

        3.  *Selecting Independent Testing Laboratory.* ~~Assist Owner
            in the selection of~~ Select an independent testing
            laboratory to perform the services identified in ~~Exhibit
            B, paragraph B.2.01.O~~ Exhibit A, paragraph A.2.01.28.

        4.  *Pre-Construction Conference.* Participate in a
            Pre-Construction Conference prior to commencement of Work at
            the Site. If RPR services are provided by Engineer, ensure
            RPR attends Pre-Construction Conference.

        5.  *Schedules*. Receive, review, and determine the
            acceptability of any and all schedules that Contractor is
            required to submit to Engineer, including the Progress
            Schedule, Schedule of Submittals, and Schedule of Values.

        6.  *Baselines and Benchmarks.* As appropriate, establish
            baselines and benchmarks for locating the Work which in
            Engineer's judgment are necessary to enable Contractor to
            proceed.

        7.  *Visits to Site and Observation of Construction.* In
            connection with observations of Contractor's Work while it
            is in progress:

            a.  Make visits to the Site at intervals appropriate to the
                various stages of construction, as Engineer deems
                necessary, but at least monthly, to observe as an
                experienced and qualified design professional the
                progress and quality of Contractor's executed Work. Such
                visits and observations by Engineer, and the Resident
                Project Representative, if any, are not intended to be
                exhaustive or to extend to every aspect of Contractor's
                Work in progress or to involve detailed inspections of
                Contractor's Work in progress beyond the
                responsibilities specifically assigned to Engineer in
                this Agreement and the Contract Documents, but rather
                are to be limited to spot checking, selective sampling,
                and similar methods of general observation of the Work
                based on Engineer's exercise of professional judgment as
                assisted by the Resident Project Representative, if any.
                Based on information obtained during such visits and
                observations, Engineer will determine in general if the
                Work is proceeding in accordance with the Contract
                Documents, and Engineer shall keep Owner informed of the
                progress of the Work.

            b.  The purpose of Engineer's visits to, and representation
                by the Resident Project Representative, if any, at the
                Site, will be to enable Engineer to better carry out the
                duties and responsibilities assigned to and undertaken
                by Engineer during the Construction Phase, and, in
                addition, by the exercise of Engineer's efforts as an
                experienced and qualified design professional, to
                provide for Owner a greater degree of confidence that
                the completed Work will conform in general to the
                Contract Documents and that Contractor has implemented
                and maintained the integrity of the design concept of
                the completed Project as a functioning whole as
                indicated in the Contract Documents. Engineer shall not,
                during such visits or as a result of such observations
                of Contractor's Work in progress, supervise, direct, or
                have control over Contractor's Work, nor shall Engineer
                have authority over or responsibility for the means,
                methods, techniques, sequences, or procedures of
                construction selected or used by Contractor, for
                security or safety on the Site, for safety precautions
                and programs incident to Contractor's Work, nor for any
                failure of Contractor to comply with Laws and
                Regulations applicable to Contractor's furnishing and
                performing the Work. Accordingly, Engineer neither
                guarantees the performance of any Contractor nor assumes
                responsibility for any Contractor's failure to furnish
                and perform the Work in accordance with the Contract
                Documents.

        8.  *Defective Work.* Recommend to Owner that Contractor's Work
            be rejected while it is in progress if, on the basis of
            Engineer's observations, Engineer believes that such Work
            will not produce a completed Project that conforms generally
            to the Contract Documents or that it will threaten the
            integrity of the design concept of the completed Project as
            a functioning whole as indicated in the Contract Documents.

        9.  *Clarifications and Interpretations; Field Orders.* Issue
            necessary clarifications and interpretations of the Contract
            Documents as appropriate to the orderly completion of
            Contractor's work. Such clarifications and interpretations
            will be consistent with the intent of and reasonably
            inferable from the Contract Documents. Engineer may issue
            Field Orders authorizing minor variations in the Work from
            the requirements of the Contract Documents.

        10. *Change Orders and Work Change Directives.* Recommend Change
            Orders and Work Change Directives to Owner, as appropriate,
            and prepare Change Orders and Work Change Directives as
            required.

        11. *Shop Drawings and Samples*. Review and approve or take
            other appropriate action in respect to Shop Drawings and
            Samples and other data which Contractor is required to
            submit, but only for conformance with the information given
            in the Contract Documents and compatibility with the design
            concept of the completed Project as a functioning whole as
            indicated by the Contract Documents. Such reviews and
            approvals or other action will not extend to means, methods,
            techniques, sequences, or procedures of construction or to
            safety precautions and programs incident thereto. Engineer
            shall meet any Contractor's submittal schedule that Engineer
            has accepted.

        12. *Substitutes and "or-equal."* Evaluate and determine the
            acceptability of substitute or "or-equal" materials and
            equipment proposed by Contractor, but subject to the
            provisions of paragraph A.2.01.A.23 of this Exhibit A.

        13. *Inspections and Tests.* Require such special inspections or
            tests of Contractor's work as deemed reasonably necessary,
            and receive and review all certificates of inspections,
            tests, and approvals required by Laws and Regulations or the
            Contract Documents. Engineer's review of such certificates
            will be for the purpose of determining that the results
            certified indicate compliance with the Contract Documents
            and will not constitute an independent evaluation that the
            content or procedures of such inspections, tests, or
            approvals comply with the requirements of the Contract
            Documents. Engineer shall be entitled to rely on the results
            of such tests.

        14. *Disagreements between Owner and Contractor*. Render formal
            written decisions on all duly submitted issues relating to
            the acceptability of Contractor's work or the interpretation
            of the requirements of the Contract Documents pertaining to
            the execution, performance, or progress of Contractor's
            Work; review each duly submitted Claim by Owner or
            Contractor, and in writing either deny such Claim in whole
            or in part, approve such Claim, or decline to resolve such
            Claim if Engineer in its discretion concludes that to do so
            would be inappropriate. In rendering such decisions,
            Engineer shall be fair and not show partiality to Owner or
            Contractor and shall not be liable in connection with any
            decision rendered in good faith in such capacity.

        15. *Applications for Payment.* Based on Engineer's observations
            as an experienced and qualified design professional and on
            review of Applications for Payment and accompanying
            supporting documentation:

            a.  Determine the amounts that Engineer recommends
                Contractor be paid. Such recommendations of payment will
                be in writing and will constitute Engineer's
                representation to Owner, based on such observations and
                review, that, to the best of Engineer's knowledge,
                information and belief, Contractor's Work has progressed
                to the point indicated, the quality of such Work is
                generally in accordance with the Contract Documents
                (subject to an evaluation of the Work as a functioning
                whole prior to or upon Substantial Completion, to the
                results of any subsequent tests called for in the
                Contract Documents, and to any other qualifications
                stated in the recommendation), and the conditions
                precedent to Contractor's being entitled to such payment
                appear to have been fulfilled in so far as it is
                Engineer's responsibility to observe Contractor's Work.
                In the case of unit price work, Engineer's
                recommendations of payment will include final
                determinations of quantities and classifications of
                Contractor's Work (subject to any subsequent adjustments
                allowed by the Contract Documents).

            b.  By recommending any payment, Engineer shall not thereby
                be deemed to have represented that observations made by
                Engineer to check the quality or quantity of
                Contractor's Work as it is performed and furnished have
                been exhaustive, extended to every aspect of
                Contractor's Work in progress, or involved detailed
                inspections of the Work beyond the responsibilities
                specifically assigned to Engineer in this Agreement and
                the Contract Documents. Neither Engineer's review of
                Contractor's Work for the purposes of recommending
                payments nor Engineer's recommendation of any payment
                including final payment will impose on Engineer
                responsibility to supervise, direct, or control
                Contractor's Work in progress or for the means, methods,
                techniques, sequences, or procedures of construction or
                safety precautions or programs incident thereto, or
                Contractor's compliance with Laws and Regulations
                applicable to Contractor's furnishing and performing the
                Work. It will also not impose responsibility on Engineer
                to make any examination to ascertain how or for what
                purposes Contractor has used the moneys paid on account
                of the Contract Price, or to determine that title to any
                portion of the Work in progress, materials, or equipment
                has passed to Owner free and clear of any liens, claims,
                security interests, or encumbrances, or that there may
                not be other matters at issue between Owner and
                Contractor that might affect the amount that should be
                paid.

        16. *Contractor's Completion Documents.* Receive, review, and
            transmit to Owner maintenance and operating instructions,
            schedules, guarantees, bonds, certificates or other evidence
            of insurance required by the Contract Documents,
            certificates of inspection, tests and approvals, Shop
            Drawings, Samples and other data approved as provided under
            paragraph A.1.05.A.11, and the annotated record documents
            which are to be assembled by Contractor in accordance with
            the Contract Documents to obtain final payment. The extent
            of such review by Engineer will be limited as provided in
            paragraph A.1.05.A.11.

        17. *Substantial Completion.* Promptly after notice from
            Contractor that Contractor considers the entire Work ready
            for its intended use, in company with Owner, the Agency's
            representative, and Contractor, conduct a pre-final
            inspection to determine if the Work is substantially
            complete. If after considering any objections of Owner,
            Engineer considers the Work substantially complete, Engineer
            shall deliver a certificate of Substantial Completion to
            Owner, Agency, and Contractor.

        18. *Record Drawings*. Prepare and furnish to Owner a set of
            reproducible Project Record Drawings showing appropriate
            record information based on Record Drawing information from
            Contractor and Project documentation received from RPR.

        19. *Additional Tasks*. Perform or provide the following
            additional Construction Phase tasks or deliverables:
            \[[*here list any such tasks or
            deliverables*\]]{.underline}.

        20. *Final Notice of Acceptability of the Work*. In company with
            Owner's and Agency's representative, conduct a final
            inspection to determine if the completed Work of Contractor
            is acceptable so that Engineer may recommend, in writing,
            final payment to Contractor. Accompanying the recommendation
            for final payment, Engineer shall also provide a notice ~~in
            the form attached hereto as Exhibit E (the "Notice of
            Acceptability of Work")~~ that the Work is acceptable
            (subject to the provisions of paragraph A.1.05.A.15.b) to
            the best of Engineer's knowledge, information, and belief
            and based on the extent of the services provided by Engineer
            under this Agreement.

    B.  *Duration of Construction Phase*. The Construction Phase will
        commence with the execution of the first construction Contract
        for the Project or any part thereof and will terminate upon
        written recommendation by Engineer for final payment to
        Contractors. If the Project involves more than one prime
        contract as indicated in paragraph A.1.03.C, Construction Phase
        services may be rendered at different times in respect to the
        separate contracts. Subject to the provisions of Article 3,
        Engineer shall be entitled to an equitable increase in
        compensation if Construction-Phase services are required after
        the original date for final completion of the Work as set forth
        in the construction Contract.

    C.  *Limitation of Responsibilities*. Engineer shall not be
        responsible for the acts or omissions of any Contractor, or of
        any subcontractors, suppliers, or other individuals or entities
        performing or furnishing any of the Work. Engineer shall not be
        responsible for the failure of any Contractor to perform or
        furnish the Work in accordance with the Contract Documents.

6.  Post-Construction Phase

    A.  Upon written authorization from Owner, Engineer, during the
        Post-Construction Phase, shall:

        1.  Provide assistance in connection with the adjusting of
            Project equipment and systems.

        2.  Assist Owner in training Owner's staff to operate and
            maintain Project equipment and systems.

        3.  Assist Owner in developing procedures for control of the
            operation and maintenance of, and record keeping for Project
            equipment and systems.

        4.  Together with Owner, visit the Project to observe any
            apparent defects in the Work, assist Owner in consultations
            and discussions with Contractor concerning correction of any
            such defects, and make recommendations as to replacement or
            correction of Defective Work, if present.

        5.  Perform or provide the following additional
            Post-Construction Phase tasks or deliverables:

        6.  \[[*here list any such tasks or
            deliverables*\]]{.underline}.

        7.  In company with Owner or Owner's representative, provide an
            inspection of the Project within one month before the end of
            the Correction Period for Contractor's Work to ascertain
            whether any portion of the Work is subject to correction.

    B.  The Engineer shall provide a total of *[     ]{.underline}*
        hours of assistance and necessary reimbursable expenses in
        providing services during the Post-Construction Phase.

    C.  The Post-Construction Phase services may commence during the
        Construction Phase and, if not otherwise modified in this
        Exhibit A, will terminate at the end of the Construction
        Contract's Correction Period.

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2.  ADDITIONAL SERVICES

    1.  Additional Services Requiring Owner's Advance Written
        Authorization and Agency's Concurrence

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

            1.  Preparation or review of environmental assessments and
                impact statements; review and evaluation of the effects
                on the design requirements for the Project of any such
                statements and documents prepared by others; and
                assistance in obtaining approvals of authorities having
                jurisdiction over the anticipated environmental impact
                of the Project (which are not part of Basic Services).

            2.  Services to make measured drawings of or to investigate
                existing conditions or facilities, or to verify the
                accuracy of drawings or other information furnished by
                Owner or others.

            3.  Services resulting from significant changes in the
                scope, extent, or character of the portions of the
                Project designed or specified by Engineer or its design
                requirements including, but not limited to, changes in
                size, complexity, Owner's schedule, character of
                construction, or method of financing; and revising
                previously accepted studies, reports, Drawings,
                Specifications, or Contract Documents when such
                revisions are required by changes in Laws and
                Regulations enacted subsequent to the Effective Date of
                this Agreement or are due to any other causes beyond
                Engineer's control. Redesign to reduce Project costs to
                within the funds available as stated in Exhibit F shall
                not be considered Additional Services.

            4.  Services resulting from Owner's request to evaluate
                additional Study and Report Phase alternative solutions
                beyond those identified in paragraph A.1.01.A.4.

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

            6.  Providing renderings or models for Owner's use.

            7.  Undertaking investigations and studies including, but
                not limited to, detailed consideration of operations,
                maintenance, and overhead expenses; the preparation of
                feasibility studies, cash flow and economic evaluations,
                rate schedules, and appraisals; assistance in obtaining
                financing for the Project; evaluating processes
                available for licensing, and assisting Owner in
                obtaining process licensing; detailed quantity surveys
                of materials, equipment, and labor; and audits or
                inventories required in connection with construction
                performed by Owner.

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

            9.  Services attributable to more prime construction
                contracts than specified in paragraph A.1.03.C.

            10. Services (which are not part of Basic Services) during
                out-of-town travel required of Engineer other than for
                visits to the Site or Owner's office.

            11. Preparing for, coordinating with, participating in and
                responding to structured independent review processes,
                including, but not limited to, construction management,
                cost estimating, project peer review, value engineering,
                and constructability review requested by Owner; and
                performing or furnishing services required to revise
                studies, reports, Drawings, Specifications, or other
                Bidding Documents as a result of such review processes.

            12. Preparing additional Bidding Documents or Contract
                Documents for alternate bids or prices requested by
                Owner for the Work or a portion thereof.

            13. Determining the acceptability of substitute materials
                and equipment proposed during the Bidding or Negotiating
                Phase when substitution prior to the award of contracts
                is allowed by the Bidding Documents.

            14. Assistance in connection with Bid protests, rebidding,
                or renegotiating contracts for construction, materials,
                equipment, or services. except when such assistance is
                required by Exhibit F. Rebidding or renegotiating
                contracts to reduce the contract costs to funds
                available as stated in Exhibit F shall not be considered
                Additional Services.

            15. Providing detailed construction surveys and staking to
                enable Contractor to perform its work other than as
                required under paragraph A.1.05.A.6.

            16. Providing Construction Phase services beyond the
                Contract Times set forth in Exhibit C.

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

            18. Preparation of operation and maintenance manuals.

            19. Preparing to serve or serving as a consultant or witness
                for Owner in any litigation, arbitration, or other
                dispute resolution process related to the Project.

            20. Providing more extensive services required to enable
                Engineer to issue notices or certifications requested by
                Owner.

            21. Other services performed or furnished by Engineer not
                otherwise provided for in this Agreement.

            22. Services in connection with Work Change Directives and
                Change Orders to reflect changes requested by Owner so
                as to make compensation commensurate with the extent of
                the Additional Services rendered.

            23. Services in making revisions to Drawings and
                Specifications occasioned by the acceptance of
                substitute materials or equipment other than "or-equal"
                items; and services after the award of the Construction
                Contract in evaluating and determining the acceptability
                of a substitution which is found to be inappropriate for
                the Project or an excessive number of substitutions.

            24. Additional or extended services during construction made
                necessary by (1) emergencies or acts of God endangering
                the Work, (2) the presence at the Site of any
                Constituent of Concern, (3) Work damaged by fire or
                other cause during construction, (4) a significant
                amount of defective, neglected, or delayed work by
                Contractor, (5) acceleration of the progress schedule
                involving services beyond normal working hours, or (6)
                default by Contractor.

            25. Services (other than Basic Services during the
                Post-Construction Phase) in connection with any partial
                utilization of any part of the Work by Owner prior to
                Substantial Completion.

            26. Evaluating an unreasonable claim or an excessive number
                of claims submitted by Contractor or others in
                connection with the Work.

            27. Provide reviews, approvals, and permits from all
                governmental authorities having jurisdiction to approve
                all phases of the Project designed or specified by
                Engineer and such reviews, approvals, and consents from
                others as may be necessary for completion of each phase
                of the Project

            28. Provide the services of an independent testing
                laboratory to perform all inspections, tests, and
                approvals of Samples, materials, and equipment required
                by the Contract Documents, or to evaluate the
                performance of materials, equipment, and facilities of
                Owner, prior to their incorporation into the Work with
                appropriate professional interpretation thereof.

            29. Provide property surveys, legal descriptions, maps,
                drawings, or estimates related thereto; and assistance
                in negotiating for land, easements and rights-of-way.

Exhibit B

SUGGESTED FORMAT

(for use with E-510, 2002 Edition)

This is **EXHIBIT B**, consisting of [     ]{.underline} pages, referred
to in and part of the **Agreement between Owner and Engineer for
Professional Services** dated [     ]{.underline}.

Owner's Responsibilities

Article 2 of the Agreement is amended and supplemented to include the
following agreement of the parties.

B.2.01 In addition to other responsibilities of Owner as set forth in
this Agreement, Owner shall at its expense:

B.  Provide Engineer with all criteria and full information as to
    Owner's requirements for the Project, including design objectives
    and constraints, space, capacity and performance requirements,
    flexibility, and expandability, and any budgetary limitations; and
    furnish copies of all design and construction standards which Owner
    will require to be included in the Drawings and Specifications; and
    furnish copies of Owner's standard forms, conditions, and related
    documents for Engineer to include in the Bidding Documents, when
    applicable.

C.  Furnish to Engineer any other available information pertinent to the
    Project including reports and data relative to previous designs, or
    investigation at or adjacent to the Site.

D.  Following Engineer's assessment of initially-available Project
    information and data and upon Engineer's request, furnish or
    otherwise make available all existing available information
    pertaining to this project. ~~such additional Project related
    information and data~~ ~~as is reasonably required to enable
    Engineer to complete its Basic and Additional Services. Such
    additional information or data would generally include the
    following:~~

    1.  ~~Property descriptions.~~

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

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

    4.  ~~Explorations and tests of subsurface conditions at or
        contiguous to the Site, drawings of physical conditions in or
        relating to existing surface or subsurface structures at or
        contiguous to the Site, or hydrographic surveys, with
        appropriate professional interpretation thereof.~~

    5.  ~~Environmental assessments, audits, investigations, and impact
        statements, and other relevant environmental or cultural studies
        as to the Project, the Site, and adjacent areas, if not part of
        Engineer's services.~~

    6.  ~~Data or consultations as required for the Project but not
        otherwise identified in the Agreement or the Exhibits thereto.~~

E.  Give prompt written notice to Engineer whenever Owner observes or
    otherwise becomes aware of the presence at the Site of any
    Constituent of Concern, or of any other development that affects the
    scope or time of performance of Engineer's services, or any defect
    or nonconformance in Engineer's services, the Work, or in the
    performance of any Contractor.

F.  Furnish as appropriate other services or authorize Engineer to
    provide Additional Services as set forth in Part 2 of Exhibit A of
    the Agreement as required.

G.  Arrange for safe access to and make all provisions for Engineer to
    enter upon public and private property as required for Engineer to
    perform services under the Agreement.

H.  Examine all alternate solutions, studies, reports, sketches,
    Drawings, Specifications, proposals, and other documents presented
    by Engineer (including obtaining advice of an attorney, insurance
    counselor, and other advisors or consultants as Owner deems
    appropriate with respect to such examination) and render in writing
    timely decisions pertaining thereto.

I.  ~~Provide reviews, approvals, and permits from all governmental
    authorities having jurisdiction to approve all phases of the Project
    designed or specified by Engineer and such reviews, approvals, and
    consents from others as may be necessary for completion of each
    phase of the Project.~~

J.  Provide, as required for the Project:

    1.  Accounting, bond and financial advisory, independent cost
        estimating, and insurance counseling services.

    2.  Legal services with regard to issues pertaining to the Project
        as Owner requires, Contractor raises, or Engineer reasonably
        requests.

    3.  Such auditing services as Owner requires to ascertain how or for
        what purpose Contractor has used the moneys paid.

    4.  ~~Placement and payment for advertisement for Bids in
        appropriate publications.~~

K.  Advise Engineer of the identity and scope of services of any
    independent consultants employed by Owner to perform or furnish
    services in regard to the Project, including, but not limited to,
    cost estimating, project peer review, value engineering, and
    constructibility review.

L.  Furnish to Engineer data as to Owner's anticipated costs for
    services to be provided by others (including, but not limited to,
    accounting, bond and financial, independent cost estimating,
    insurance counseling, and legal advice) for Owner so that Engineer
    may assist Owner in collating the various cost categories which
    comprise Total Project Costs.

M.  If Resident Project Representative services are not to be provided
    pursuant to paragraph A.1.05.A.2 or otherwise, provide a qualified
    representative to observe the progress and quality of the Work.

N.  If Owner designates a construction manager or an individual or
    entity other than, or in addition to, Engineer to represent Owner at
    the Site, define and set forth as an attachment to this Exhibit B
    the duties, responsibilities, and limitations of authority of such
    other party and the relation thereof to the duties,
    responsibilities, and authority of Engineer.

O.  Attend the pre-bid conference, bid opening, pre-construction
    conferences, construction progress and other job related meetings,
    and Substantial Completion and final payment inspections.

P.  ~~Provide the services of an independent testing laboratory to
    perform all inspections, tests, and approvals of Samples, materials,
    and equipment required by the Contract Documents, or to evaluate the
    performance of materials, equipment, and facilities of Owner, prior
    to their incorporation into the Work with appropriate professional
    interpretation thereof.~~

Q.  ~~Provide inspection or monitoring services by an individual or
    entity other than Engineer (and disclose the identity of such
    individual or entity to Engineer) as Owner determines necessary to
    verify:~~

    1.  ~~that Contractor is complying with any Laws or Regulations
        applicable to Contractor\'s performing and furnishing the Work;
        or~~

    2.  ~~that Contractor is taking all necessary precautions for safety
        of persons or property and complying with any special provisions
        of the Contract Documents applicable to safety.~~

R.  ~~Provide Engineer with the findings and reports generated by the
    entities providing services to Owner pursuant to paragraphs B.2.01.O
    and P.~~

S.  Perform or provide the following additional services: \[[*here list
    any such tasks or deliverables*\]]{.underline}.

Exhibit C

SUGGESTED FORMAT

(for use with E-510, 2002 Edition)

This is **EXHIBIT C**, consisting of [     ]{.underline} pages, referred
to in and part of the **Agreement between Owner and Engineer for
Professional Services** dated [     ]{.underline}

***Note to User: If the Preliminary Engineering Report was prepared
under a separate contract- paragraph C.2.01-A.1 needs to be struck out
in its entirety.***

Payments to Engineer for Services and Reimbursable Expenses

Article 2 of the Agreement is amended and supplemented to include the
following agreement of the parties:

**ARTICLE 2 -- OWNER'S RESPONSIBILITIES**

C.2.01 Compensation for Basic Services (other than Resident Project
Representative Services) -- Lump Sum Method of Payment

A.  Owner shall pay Engineer for Basic Services set forth in Exhibit A,
    except for services of Engineer's Resident Project Representative,
    if any, as follows:

    1.  For services performed or furnished under paragraph A.1.01, the
        Lump Sum amount of [                    ]{.underline} Dollars
        (\$[     ]{.underline})after the Study and Report Phase Services
        are considered complete as defined in Exhibit A.

    2.  For services performed or furnished under paragraphs A.1.02
        through A.1.06 (excluding the services of the Resident Project
        Representative), the Lump Sum amount of
        [                    ]{.underline} Dollars
        (\$[     ]{.underline}).

    3.  The Lump Sum compensation for services performed or furnished
        under paragraphs A.1.02 through A.1.06 shall be payable as
        follows:

        a.  A sum which equals 30 percent of the Lump Sum compensation
            payable under paragraph C.2.01.A.2, above, after the
            Preliminary Design Phase documents are revised and submitted
            to Owner (and Agency, if required).

        b.  A sum which, together with the compensation provided under
            paragraph C.2.01.A.3.a, equals 50 percent of the Lump Sum
            compensation payable under paragraph C.2.01.A.2, after the
            Final Design Phase documents are completed and submitted to
            Owner and Agency.

        c.  A sum which, together with the compensation provided under
            paragraph C.2.01.A.3.a and b, equals 70 percent of the Lump
            Sum compensation payable under paragraph C.2.01.A.2, after
            Final Design Phase services are considered complete as
            defined in Exhibit A.

        d.  A sum which, together with the compensation provided in
            paragraphs C.2.01.A.3.a, b, and c, equals 80 percent of the
            Lump Sum compensation payable under paragraph C.2.01.A.2,
            after Bidding or Negotiating Phase services are considered
            complete as defined in Exhibit A.

        e.  A sum equal to 15 percent of the Lump Sum compensation
            payable under paragraph C.2.01.A.2 will be paid for general
            engineering review of the Contractor\'s Work during the
            construction period on percentage ratios identical to those
            approved by the Engineer as a basis upon which to make
            partial payments to the Contractor(s). Payments will be made
            on a monthly basis. However, payment under this paragraph
            will be in an amount such that the aggregate of the sums
            paid to the Engineer under paragraphs C.2.01.A.3.a through
            C.2.01.A.3.e will equal 95 percent of the Lump Sum amount
            stipulated in paragraph C.2.01.A.2.

        f.  A final payment which, together with the compensation
            provided in paragraphs C.2.01.A.3.a through C.201.A.3.e,
            equals 100 percent of the Lump Sum compensation payable
            under paragraph C.2.01.A.2. shall be made when it is
            determined that all services required under paragraphs
            A.1.02 through A.1.05 have been completed. Such payment
            includes payment for Post-Construction Phase services under
            paragraph A.1.06. Engineer remains responsible to Owner for
            the technical adequacy and completeness of such services.

    4.  The Lump Sum includes compensation for Engineer's services and
        services of Engineer's Consultants, if any. Appropriate amounts
        have been incorporated in the Lump Sum to account for labor,
        overhead, profit, and Reimbursable Expenses.

```{=html}
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T.  Period of Service*.* The compensation amount stipulated in paragraph
    C.2.01.A.2 is conditioned on a period of service not exceeding
    [     ]{.underline} months. Should such period of service be
    extended, the compensation amount for Engineer\'s services shall be
    appropriately adjusted.

SUGGESTED FORMAT

(for use with E-510, 2002 Edition)

***Note to User: Engineer's schedule of rates upon which payment for
these services is to be based needs to be attached.***

C.2.04 Compensation For Resident Project Representative Services --
Standard Hourly Rates Method of Payment

U.  Owner shall pay Engineer for Resident Project Representative
    Services as follows:

    1.  *Resident Project Representative Services.* For services of
        Engineer's Resident Project Representative, if any, under
        paragraph A.1.05A of Exhibit A, an amount equal to the
        cumulative hours charged to the Project by each class of
        Engineer's employees times Standard Hourly Rates for each
        applicable billing class for all Resident Project Representative
        services performed on the Project, plus related Reimbursable
        Expenses and Engineer's Consultant's charges, if any. The total
        compensation under this paragraph is estimated to be
        \$[     ]{.underline} based upon Contract Times as set forth
        herein and this amount shall not be exceeded without written
        approval of Owner and concurrence of Agency.

V.  Compensation for Reimbursable Expenses

    1.  For those Reimbursable Expenses that are not accounted for in
        the compensation for Basic Services under paragraph C.2.01, and
        are directly related to the provision of Resident Project
        Representative Services, Owner shall pay Engineer at the rates
        set forth in ~~Appendix 1 to this Exhibit C~~ the attached
        schedule of rates and services.

    2.  Reimbursable Expenses include the following categories:
        transportation and subsistence incidental thereto; obtaining
        bids or proposals from Contractor(s); providing and maintaining
        field office facilities including furnishings and utilities;
        subsistence and transportation of Resident Project
        Representative and assistants; toll telephone calls and mobile
        phone charges; reproduction of reports, Drawings,
        Specifications, Bidding Documents, and similar Project-related
        items in addition to those required under Exhibit A, and, if
        authorized in advance by Owner, overtime work requiring higher
        than regular rates. In addition, if authorized in advance by
        Owner, Reimbursable Expenses will also include expenses incurred
        for computer time and the use of other highly specialized
        equipment.

    3.  The amounts payable to Engineer for Reimbursable Expenses, if
        any, will be those internal expenses related to the Resident
        Project Representative Services that are actually incurred or
        allocated by Engineer, plus all invoiced external Reimbursable
        Expenses allocable to such services, the latter multiplied by a
        Factor of [     ]{.underline}.

    4.  The Reimbursable Expenses Schedule will be adjusted annually (as
        of [     ]{.underline}) to reflect equitable changes in the
        compensation payable to Engineer.

W.  Other Provisions Concerning Payment Under this Paragraph C.2.04

    1.  Whenever Engineer is entitled to compensation for the charges of
        Engineer's Consultants, those charges shall be the amounts
        billed by Engineer's Consultants to Engineer times a Factor of
        [     ]{.underline}.

    2.  Factors. The external Reimbursable Expenses and Engineer's
        Consultant's factors include Engineer's overhead and profit
        associated with Engineer's responsibility for the administration
        of such services and costs.

    3.  Estimated Compensation Amounts

        a.  Engineer's estimate of the amounts that will become payable
            for specified services are only estimates for planning
            purposes, are not binding on the parties, and are not the
            minimum or maximum amounts payable to Engineer under the
            Agreement.

        b.  Engineer is responsible for monitoring charges generated
            under this Agreement. When estimated compensation amounts
            have been stated herein and it subsequently becomes apparent
            to Engineer that a compensation amount thus estimated will
            be exceeded, Engineer shall give Owner written notice
            thereof. Promptly thereafter Owner and Engineer shall review
            the matter of services remaining to be performed and
            compensation for such services. Owner shall either agree to
            such compensation exceeding said estimated amount or Owner
            and Engineer shall agree to a reduction in the remaining
            services to be rendered by Engineer, so that total
            compensation for such services will not exceed said
            estimated amount when such services are completed.

    4.  To the extent necessary to verify Engineer's charges and upon
        Owner's timely request, Engineer shall make copies of such
        records available to Owner at cost.

SUGGESTED FORMAT

(for use with E-510, 2002 Edition)

***Note to User: Engineer's schedule of rates upon which payment for
these services is to be based needs to be attached.***

C.2.05 Compensation for Additional Services -- Standard Hourly Rates
Method of Payment

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

    1.  *General*. For services of Engineer's employees engaged directly
        on the Project pursuant to paragraph A.2.01 or A.2.02 of
        Exhibit A, except for services as a consultant or witness under
        paragraph A.2.01.A.20, an amount equal to the cumulative hours
        charged to the Project by each class of Engineer's employees
        times Standard Hourly Rates for each applicable billing class
        for all Additional Services performed on the Project, plus
        related Reimbursable Expenses and Engineer's Consultant's
        charges, if any. The total compensation under this paragraph is
        estimated to be \$\_\_\_\_\_\_\_\_\_\_\_\_ and this amount shall
        not be exceeded without written approval of Owner and
        concurrence of Agency.

Y.  Compensation for Reimbursable Expenses

    1.  For those Reimbursable Expenses that are not accounted for in
        the compensation for Basic Services under paragraph C.2.01 and
        are directly related to the provision of Additional Services,
        Owner shall pay Engineer at the rates set forth in ~~Appendix 1
        to this Exhibit C~~. the attached schedule of rates and
        services.

    2.  Reimbursable Expenses include the following categories:
        transportation and subsistence incidental thereto; obtaining
        bids or proposals from Contractor(s); providing and maintaining
        field office facilities including furnishings and utilities;
        toll telephone calls and mobile phone charges; reproduction of
        reports, Drawings, Specifications, Bidding Documents, and
        similar Project-related items in addition to those required
        under Exhibit A, and, if authorized in advance by Owner,
        overtime work requiring higher than regular rates. In addition,
        if authorized in advance by Owner, Reimbursable Expenses will
        also include expenses incurred for computer time and the use of
        other highly specialized equipment.

    3.  The amounts payable to Engineer for Reimbursable Expenses, if
        any, will be the Additional Services-related internal expenses
        actually incurred or allocated by Engineer, plus all invoiced
        external Reimbursable Expenses allocable to such Additional
        Services, the latter multiplied by a Factor of
        [     ]{.underline}.

    4.  The Reimbursable Expenses Schedule will be adjusted annually (as
        of [     ]{.underline}) to reflect equitable changes in the
        compensation payable to Engineer.

Z.  Other Provisions Concerning Payment For Additional Services

    1.  Whenever Engineer is entitled to compensation for the charges of
        Engineer's Consultants, those charges shall be the amounts
        billed by Engineer's Consultants to Engineer times a Factor of
        [     ]{.underline}.

    2.  Factors. The external Reimbursable Expenses and Engineer's
        Consultant's Factors include Engineer's overhead and profit
        associated with Engineer's responsibility for the administration
        of such services and costs.

    3.  To the extent necessary to verify Engineer's charges and upon
        Owner's timely request, Engineer shall make copies of such
        records available to Owner at cost.

Exhibit D

SUGGESTED FORMAT

(for use with E-510, 2002 Edition)

This is **EXHIBIT D**, consisting of [     ]{.underline} pages, referred
to in and part of the **Agreement between Owner and Engineer for
Professional Services** dated [     ]{.underline}.

> ***Note to User: Delete this Exhibit D if Engineer will not be
> providing Resident Project Representative Services under paragraph
> A.1.05.***

Duties, Responsibilities and Limitations of Authority of Resident
Project Representative

Paragraph 1.01.A of the Agreement is amended and supplemented to include
the following agreement of the parties:

D.1.01 Resident Project Representative

A.  Engineer shall furnish a Resident Project Representative ("RPR"),
    assistants, and other field staff to assist Engineer in observing
    progress and quality of the Work. The RPR, assistants, and other
    field staff under this Exhibit D shall provide full time
    representation unless representation to a lesser degree is approved
    by Agency.

B.  Through such additional observations of Contractor's work in
    progress and field checks of materials and equipment by the RPR and
    assistants, Engineer shall endeavor to provide further protection
    for Owner against defects and deficiencies in the Work. However,
    Engineer shall not, during such visits or as a result of such
    observations of Contractor's work in progress, supervise, direct, or
    have control over the Contractor's work nor shall Engineer have
    authority over or responsibility for the means, methods, techniques,
    sequences, or procedures selected or used by Contractor, for
    security or safety at the Site, for safety precautions and programs
    incident to the Contractor's work in progress, for any failure of
    Contractor to comply with Laws and Regulations applicable to
    Contractor's performing and furnishing the Work, or responsibility
    for Contractor's failure to furnish and perform the Work in
    accordance with the Contract Documents. In addition, the specific
    terms set forth in section A.1.05 of Exhibit A of the Agreement are
    applicable.

C.  The duties and responsibilities of the RPR are as follows:

    1.  *General:* RPR is Engineer's agent at the Site, will act as
        directed by and under the supervision of Engineer, and will
        confer with Engineer regarding RPR's actions. RPR's dealings in
        matters pertaining to the Contractor's work in progress shall in
        general be with Engineer and Contractor, keeping Owner advised
        as necessary. RPR's dealings with subcontractors shall only be
        through or with the full knowledge and approval of Contractor.
        RPR shall generally communicate with Owner with the knowledge of
        and under the direction of Engineer.

    2.  *Schedules:* Review the progress schedule, schedule of Shop
        Drawing and Sample submittals, and schedule of values prepared
        by Contractor and consult with Engineer concerning
        acceptability.

    3.  *Conferences and Meetings:* Attend meetings with Contractor,
        such as preconstruction conferences, progress meetings, job
        conferences and other project-related meetings, and prepare and
        circulate copies of minutes thereof.

    4.  *Liaison*:

        a.  Serve as Engineer's liaison with Contractor, working
            principally through Contractor's superintendent, assist in
            providing information regarding the intent of the Contract
            Documents.

        b.  Assist Engineer in serving as Owner's liaison with
            Contractor when Contractor's operations affect Owner's
            on-Site operations.

        c.  Assist in obtaining from Owner additional details or
            information, when required for proper execution of the Work.

    5.  *Interpretation of Contract Documents:* Report to Engineer when
        clarifications and interpretations of the Contract Documents are
        needed and transmit to Contractor clarifications and
        interpretations as issued by Engineer.

    6.  *Shop Drawings and Samples*:

        a.  Record date of receipt of Samples and approved Shop
            Drawings.

        b.  Receive Samples which are furnished at the Site by
            Contractor, and notify Engineer of availability of Samples
            for examination.

        c.  Advise Engineer and Contractor of the commencement of any
            portion of the Work requiring a Shop Drawing or Sample
            submittal for which RPR believes that the submittal has not
            been approved by Engineer.

    7.  M*odifications:* Consider and evaluate Contractor's suggestions
        for modifications in Drawings or Specifications and report such
        suggestions, together with RPR's recommendations, to Engineer.
        Transmit to Contractor in writing decisions as issued by
        Engineer.

    8.  *Review of Work and Rejection of Defective Work*:

        a.  Conduct on-Site observations of Contractor's work in
            progress to assist Engineer in determining if the Work is in
            general proceeding in accordance with the Contract
            Documents.

        b.  Report to Engineer whenever RPR believes that any part of
            Contractor's work in progress will not produce a completed
            Project that conforms generally to the Contract Documents or
            will imperil the integrity of the design concept of the
            completed Project as a functioning whole as indicated in the
            Contract Documents, or has been damaged, or does not meet
            the requirements of any inspection, test or approval
            required to be made; and advise Engineer of that part of
            work in progress that RPR believes should be corrected or
            rejected or should be uncovered for observation, or requires
            special testing, inspection or approval.

    9.  *Inspections, Tests, and System Startups*:

        a.  Consult with Engineer in advance of scheduled major
            inspections, tests, and systems startups of important phases
            of the Work.

        b.  Verify that tests, equipment, and systems start-ups and
            operating and maintenance training are conducted in the
            presence of appropriate Owner's personnel, and that
            Contractor maintains adequate records thereof.

        c.  Observe, record, and report to Engineer appropriate details
            relative to the test procedures and systems start-ups.

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

    10. *Records*:

        a.  Maintain at the Site orderly files for correspondence,
            reports of job conferences, reproductions of original
            Contract Documents including all Change Orders, Field
            Orders, Work Change Directives, Addenda, additional Drawings
            issued subsequent to the execution of the Contract,
            Engineer's clarifications and interpretations of the
            Contract Documents, progress reports, Shop Drawing and
            Sample submittals received from and delivered to Contractor,
            and other Project-related documents.

        b.  Prepare a daily report or keep a diary or log book,
            recording Contractor's hours on the Site, weather
            conditions, data relative to questions of Change Orders,
            Field Orders, Work Change Directives, or changed conditions,
            Site visitors, daily activities, decisions, observations in
            general, and specific observations in more detail as in the
            case of observing test procedures; and send copies to
            Engineer.

        c.  Record names, addresses, fax numbers, e-mail addresses, web
            site locations, and telephone numbers of all Contractors,
            subcontractors, and major suppliers of materials and
            equipment.

        d.  Maintain records for use in preparing Project documentation.

        e.  Upon completion of the Work, furnish original set of all RPR
            Project documentation to Engineer.

    11. *Reports*:

        a.  Furnish to Engineer periodic reports as required of progress
            of the Work and of Contractor's compliance with the progress
            schedule and schedule of Shop Drawing and Sample submittals.

        b.  Draft and recommend to Engineer proposed Change Orders, Work
            Change Directives, and Field Orders. Obtain backup material
            from Contractor.

        c.  Furnish to Engineer and Owner copies of all inspection,
            test, and system start-up reports.

        d.  Immediately notify Engineer of the occurrence of any Site
            accidents, emergencies, acts of God endangering the Work,
            damage to property by fire or other causes, or the discovery
            of any Constituent of Concern.

    12. *Payment Requests:* Review Applications for Payment with
        Contractor for compliance with the established procedure for
        their submission and forward with recommendations to Engineer,
        noting particularly the relationship of the payment requested to
        the schedule of values, Work completed, and materials and
        equipment delivered at the Site but not incorporated in the
        Work.

    13. *Certificates, Operation and Maintenance Manuals:* During the
        course of the Work, verify that materials and equipment
        certificates, operation and maintenance manuals and other data
        required by the Specifications to be assembled and furnished by
        Contractor are applicable to the items actually installed and in
        accordance with the Contract Documents, and have these documents
        delivered to Engineer for review and forwarding to Owner prior
        to payment for that part of the Work.

    14. *Completion*:

        a.  Participate in a Substantial Completion (pre-final)
            inspection, and assist in the determination of Substantial
            Completion and the preparation of lists of items to be
            completed or corrected.

        b.  Observe Contractor-arranged inspections required by Laws and
            Regulations applicable to the Work, including but not
            limited to those performed by public agencies having
            jurisdiction over the Work.

        c.  Participate in a final inspection in the company of
            Engineer, Owner, and Contractor and prepare a final list of
            items to be completed and deficiencies to be remedied.

        d.  Observe whether all items on the final list have been
            completed or corrected and make recommendations to Engineer
            concerning acceptance and issuance of the Notice of
            Acceptability of the Work.

D.  Resident Project Representative shall not:

    1.  Authorize any deviation from the Contract Documents or
        substitution of materials or equipment (including "or-equal"
        items).

    2.  Exceed limitations of Engineer's authority as set forth in the
        Agreement or the Contract Documents.

    3.  Undertake any of the responsibilities of Contractor,
        subcontractors, suppliers, or Contractor's superintendent.

    4.  Advise on, issue directions relative to, or assume control over
        any aspect of the means, methods, techniques, sequences or
        procedures of Contractor's work unless such advice or directions
        are specifically required by the Contract Documents.

    5.  Advise on, issue directions regarding, or assume control over
        safety practices, precautions, and programs in connection with
        the activities or operations of Owner or Contractor.

    6.  Participate in specialized field or laboratory tests or
        inspections conducted off-site by others except as specifically
        authorized by Engineer.

    7.  Accept Shop Drawing or Sample submittals from anyone other than
        Contractor.

    8.  Authorize Owner to occupy the Project in whole or in part.

Exhibit H

SUGGESTED FORMAT

(for use with E-510, 2002 Edition)

This is **EXHIBIT H**, consisting of [  ]{.underline} pages, referred to
in and part of the **Agreement between Owner and Engineer for
Professional Services** dated [     ]{.underline}.

> ***Note to User: Delete this Exhibit H if a specific dispute
> resolution method is not being specified.***

Dispute Resolution

Paragraph 6.08 of the Agreement is amended and supplemented to include
the following agreement of the parties:

H.6.08 Dispute Resolution

E.  Mediation. Owner and Engineer agree that they shall first submit any
    and all unsettled claims, counterclaims, disputes, and other matters
    in question between them arising out of or relating to this
    Agreement or the breach thereof ("Disputes") to mediation by
    [*\[insert name of mediator, or mediation service\]*\
    ]{.underline}.[\
    ]{.underline}If such mediation is unsuccessful in resolving a
    Dispute, then (1) all dispute in which more than \$200,000 is in
    controversy may be resolved only by a court of competent
    jurisdiction, (2) for disputes of less than \$200,000, the parties
    may mutually agree to a dispute resolution method of their choice,
    including but not limited to arbitration pursuant to the terms of
    paragraph H.6.08.B or (3) in any case either party may seek to have
    the Dispute resolved by a court of competent jurisdiction.

F.  Arbitration. If the parties mutually agree, and the amount in
    controversy is less than \$200,000 the Disputes between Owner and
    Engineer shall be settled by arbitration in accordance with the
    [     ]{.underline} \[*[here insert the name of a specified
    arbitration service or organization]{.underline}*\] rules effective
    at the Effective Date of the Agreement, subject to the conditions
    stated below. This agreement to arbitrate and any other agreement or
    consent to arbitrate entered into in accordance with this paragraph
    H.6.08.A will be specifically enforceable under prevailing law of
    any court having jurisdiction.

    1.  Notice of the demand for arbitration must be filed in writing
        with the other party to the Agreement and with the
        [     ]{.underline} \[*[specified arbitration service or
        organization]{.underline}*\]. The demand must be made within a
        reasonable time after the Dispute has arisen. In no event may
        the demand for arbitration be made after the date when
        institution of legal or equitable proceedings based on such
        Dispute would be barred by the applicable statute of
        limitations.

    2.  All demands for arbitration and all answering statements thereto
        which include any monetary claims must contain a statement that
        the total sum or value in controversy as alleged by the party
        making such demand or answering statement is not more than
        \$[     ]{.underline} (exclusive of interest and costs). The
        arbitrators will not have jurisdiction, power, or authority to
        consider, or make findings (except in denial of their own
        jurisdiction) concerning any Dispute if the amount in
        controversy in such Dispute is more than \$[     ]{.underline}
        (exclusive of interest and costs), or to render a monetary award
        in response thereto against any party which totals more than
        \$[     ]{.underline} (exclusive of interest and costs).
        Disputes that are not subject to arbitration under this
        paragraph may be resolved in any court of competent
        jurisdiction.

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

    4.  The award rendered by the arbitrators will be consistent with
        the Agreement of the parties and final, and judgment may be
        entered upon it in any court having jurisdiction thereof, and
        will not be subject to appeal or modification.

    5.  If a Dispute in question between Owner and Engineer involves the
        work of a Contractor, subcontractor, or consultants to the Owner
        or Engineer (each a "Joinable Party"), either Owner or Engineer
        may join each Joinable Party as a party to the arbitration
        between Owner and Engineer hereunder, and Engineer or Owner, as
        appropriate, shall include in each contract with each such
        Joinable Party a specific provision whereby such Joinable Party
        consents to being joined in an arbitration between Owner and
        Engineer involving the work of such Joinable Party. Nothing in
        this paragraph H.6.08.A.5 nor in the provision of such contract
        consenting to joinder shall create any claim, right, or cause of
        action in favor of the Joinable Party and against Owner or
        Engineer that does not otherwise exist.