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Service Solicited - 2022 - HDR Engineering, Inc. - North Channel Center Trail Greenbelt Improvements Agreement and Task Order No. 1 MASTER SHORT FORM AGREEMENT FOR PROFESSIONAL SERVICES AGREEMENT NUMBER THIS AGREEMENT is made as of thiOhday of August , 2022, between City of Eagle , hereinafter referred to as "OWNER", and HDR Engineering, Inc., hereinafter referred to as "ENGINEER" or"CONSULTANT," for engineering services as described in this Agreement. WHEREAS, OWNER desires to retain ENGINEER, a professional engineering firm, to provide professional engineering, consulting and related services ("Services") on one or more projects in which the OWNER is involved; and WHEREAS, ENGINEER desires to provide such services on such projects as may be agreed, from time to time, by the parties; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: SECTION I. PROJECT TASK ORDER 1.1 This Agreement shall apply to as many projects as OWNER and ENGINEER agree will be performed under the terms and conditions of this Agreement. Each project ENGINEER performs for OWNER hereunder shall be designated by a "Task Order." A sample Task Order is attached to this Agreement and marked as Exhibit "A". No Task Order shall be binding or enforceable unless and until it has been properly executed by both OWNER and ENGINEER. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 In resolving potential conflicts between this Agreement and the Task Order pertaining to a specific project,the terms of this Agreement shall control. 1.3 ENGINEER will provide the Scope of Services as set forth in Part 2 of each Task Order. SECTION II. RESPONSIBILITIES OF OWNER In addition to the responsibilities described in paragraph 6 of the attached "HDR Engineering, Inc. Terms and Conditions for Professional Services," OWNER shall have the responsibilities described in Part 3 of each Task Order. Contracts Manual MSOEA- 1 5/2019 SECTION III. COMPENSATION Compensation for ENGINEER's Services shall be in accordance with Part 5 of each Task Order, and in accordance with paragraph 11 of the attached HDR Engineering, Inc. Terms and Conditions. SECTION IV. TERMS AND CONDITIONS OF ENGINEERING SERVICES The HDR Engineering, Inc. Terms and Conditions, which are attached hereto in Exhibit B, are incorporated into this Agreement by this reference as if fully set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. City of Eagle "OWNER" BY: NAME: ^� ie(C e— TITLE: Mal V ADDRESS: 660 E. Civic Lane Eagle, Idaho 83616 HDR ENGINEERING, INC. "ENGINEER" BY:NAME: Kate Eldridge TITLE: Senior Vice President ADDRESS: 412 E Parkcenter Blvd, Ste 100 Boise, ID 83706 2 (5/2020) TASK ORDER This Task Order pertains to an Agreement by and between the City of Eagle, ("OWNER" or "City"), and HDR Engineering, Inc. ("ENGINEER" or "HDR"), dated August 12, 2022, ("the Agreement"). Engineer shall perform services on the project described below as provided herein and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NUMBER: 01 PROJECT NAME: Eagle Greenbelt Improvements PART 1.0 PROJECT DESCRIPTION: HDR is currently under contract to provide bank stabilization design for B.B. One, LLC to protect an approximately 650 linear foot reach of the Boise River west of Eagle Road (HWY 55). This section has experienced erosion and degradation due to high flows and human foot traffic over recent years. The project is within the City of Eagle Greenbelt system and the City is requesting that bank stabilization work include improvements to the adjacent pathway. The existing pathway consists of asphalt and gravel surfaces. Because this is a popular, high activity stretch of the Greenbelt, the City would like to replace with a concrete path for long term wear. There is a narrow space for a pathway within the existing easement between the existing riverbank and private property. Realignment and narrowing of the pathway are anticipated to accommodate the bank repair work and existing conditions. The primary objective of this task order is to provide the City with a biddable pathway design that is integral to the B.B. One bank stabilization work while adhering to the City's "Trails and Pathway Construction Standard"to the extent possible. PART 2.0 SCOPE OF SERVICES TO BE PERFORMED BY ENGINEER ON THE PROJECT: HDR will provide support to the City of Eagle (City) as outlined in the following tasks. Task 1. Task Order Management Objective: HDR will provide project management, coordination, and administrative activities through completion of deliverables. Approach: This task will include activities associated with day-to-day management of the Task Order, including: • General communication with HDR's project team • Oversight of Quality Control Contracts Manual TO- 1 5/2019 • Monthly invoicing • Progress reporting Progress reports will briefly describe activities completed by HDR during the period covered by the invoice. Assumptions: • Invoices and TO narrative status reports will be prepared on a monthly basis; • Project management effort is a function of the project duration and is based on the schedule included with this scope of services. • HDR will submit no more than three (3) monthly invoices Deliverables: • Monthly invoices and narrative status reports in electronic format (PDF) Task 2. Topographic Survey Objective: The objective of this task is to collect survey point data of the existing conditions to support pathway design. The survey will be limited to the approximate 650-foot stretch with bank repairs and will terminate where the existing path transitions to concrete. Approach: • HDR will subcontract an Idaho licensed professional land surveyor to conduct a topographic survey of the site area. • The survey will be conducted on Idaho State Plane, West datum, ID83-WF • The survey will include all utilities marked by Idaho Digline, existing hardscapes and fence lines, and existing ground surface data from the top of bank to the edge of private property Assumptions and Exclusions: • Due to dense tree cover, the survey is expected to require a two-person crew with optical survey equipment(total station) in lieu of GPS equipment only. • The survey will be scheduled within one week of receiving NTP and will be completed within three weeks of NTP, subject to the availability of the survey firm. • Boundary survey is excluded (not anticipated to be needed) • Record of Survey is excluded (not anticipated to be needed) • Construction Staking is not included (anticipated to be provided by contractor) Deliverables: • Topographic Survey exhibit with existing ground contours, site features and utilities Contracts Manual TO-2 5/2019 Task 3. Preliminary Design Objective: The objective of this task is to develop a preliminary alignment, profile and section detail for the improved pathway. This task is expected to include the creation of pathway alignment and width alternatives to be presented to the City for feedback. We anticipate one meeting with the City to discuss advantages of each alternative and to select the preferred alternative. Approach: • HDR will use the Topographic Survey data (Task 2) to create pathway design alternatives • The preliminary designs will include pathway alignment, width and section details • Preliminary design will include considerations for site drainage and existing greenbelt amenities Assumptions and Exclusions: • No more than two preliminary design alternatives will be created and presented. We don't anticipate that there will be many options given the narrow corridor width • City will provide HDR comments and confirm a preferred alternative within one week of preliminary design submittal • Preliminary design will include draft plan and profile for the trail section and typical details showing the bank repair sections with proposed trail • Proposed trail section will not extend beyond the existing bank stabilization section limits • A Geotechnical Evaluation is excluded Deliverables: • Preliminary Design Alternatives and Exhibits Task 4. Final Design Objective: HDR will develop the final pathway design and construction documents incorporating City feedback from Task 3. The final design will include the final pathway alignment and profile with stationing, section detail(s), a finished grade surface with contours and spot elevations, and drainage details as needed. Final design plans will also include considerations for contractor access and staging. Approach: • The final design will integrate with the B.B. One river stabilization improvements. • Issued for Construction Plans will include a cover, general notes, existing conditions & survey control, site plan, pathway profile, and civil details Contracts Manual TO-3 5/2019 Assumptions and Exclusions: • Landscape improvements design will not be included (not anticipated due to narrow corridor) • Task and scope of work ends with delivery of Issued for Bidding & Construction Plans to the City • The construction project will be a lump sum bid. HDR will provide a bid schedule with unit quantity estimates • SWPPP is excluded (less than 1-acre of disturbance is anticipated) • Minimum Erosion and Sediment Control BMP's to be recommended. Contractor provide ESC plan and permitting if required. • Bidding assistance and construction support is excluded but can be provided under a future scope of work. • All floodplain permitting, 404 permitting, and stream channel alternation permitting will be address by BB One LLC as part of the streambank stabilization design. Deliverables: • Issued for Bidding and Construction Pathway Improvements Plans, 22x34 full size PDF sheets scalable to half size 11x17 • Bid Schedule PART 3.0 OWNER'S RESPONSIBILITIES: As defined in Part 2.0 PART 4.0 PERIODS OF SERVICE: The project will begin on or around September 1, 2022, upon notice to proceed (NTP) from the City of Eagle and will be complete by November 1, 2022. This schedule is contingent upon timely feedback from the City at project milestones and surveyor availability. PART 5.0 ENGINEER'S FEE: HDR proposes to complete this work on a time a materials basis not to exceed $24,975. Additional services needed beyond the scope outlined above and associated budget amount, if needed, will be authorized by task order amendment(s). Hourly rates are based on raw labor rates and a 3.2 multiplier. Direct costs and subconsultants are billed at actual cost plus 10%. Invoices will generally be sent on a monthly basis. Contracts Manual TO-4 5/2019 This Task Order is executed this 2S9 \ day of —A US'- , 2022. Q r p4 £4c HDR ENGINEERING, INC. "OWNER" "ENGINEER" ,r NAME: O-ova -r ie NAME: Robert R. Hardgrove TITLE: or- TITLE: Vice President ADDRESS: 6(00 c,„, L,,, ADDRESS: 412 E Parkcenter Blvd, Ste 100 F 1e r 83bi teBoise, ID 83706 Contracts Manual TO-5 5/2019 HDR Engineering, Inc. Terms and Conditions for Professional Services 1. STANDARD OF PERFORMANCE beyond those set forth in this Agreement. OWNER agrees to include The standard of care for all professional engineering,consulting and ENGINEER as an indemnified party in OWNER's construction related services performed or furnished by ENGINEER and its contracts for the work,which shall protect ENGINEER to the same employees under this Agreement will be the care and skill ordinarily degree as OWNER. Further,OWNER agrees that ENGINEER shall used by members of ENGINEER's profession practicing under the be listed as an additional insured under the construction contractor's same or similar circumstances at the same time and in the same liability insurance policies. locality. ENGINEER makes no warranties,express or implied,under this Agreement or otherwise,in connection with ENGINEER's 5. CONTROLLING LAW services. This Agreement is to be governed by the law of the state where ENGINEER's services are performed. 2. INSURANCE/INDEMNITY ENGINEER agrees to procure and maintain,at its expense,Workers' 6. SERVICES AND INFORMATION Compensation insurance as required by statute;Employer's Liability OWNER will provide all criteria and information pertaining to of$250,000;Automobile Liability insurance of$1,000,000 combined OWNER's requirements for the project,including design objectives single limit for bodily injury and property damage covering all and constraints,space,capacity and performance requirements, vehicles,including hired vehicles,owned and non-owned vehicles; flexibility and expandability,and any budgetary limitations. OWNER Commercial General Liability insurance of$1,000,000 combined will also provide copies of any OWNER-furnished Standard Details, single limit for personal injury and property damage;and Professional Standard Specifications,or Standard Bidding Documents which are Liability insurance of$1,000,000 per claim for protection against to be incorporated into the project. claims arising out of the performance of services under this OWNER will furnish the services of soils/geotechnical engineers or Agreement caused by negligent acts,errors,or omissions for which ENGINEER is legally liable. If flying an Unmanned Aerial System recommendationscor ed ots that include reports a and appropriate professional essary by (UAS or drone),ENGINEER will procure and maintain aircraft when such services are deemed necessary by unmanned aerial systems insurance of$1,000,000 per occurrence. ENGINEER. The OWNER agrees to bear full responsibility for the OWNER shall be made an additional insured on Commercial technical accuracy and content of OWNER-furnished documents and General and Automobile Liability insurance policies and certificates services. of insurance will be furnished to the OWNER. ENGINEER agrees to In performing professional engineering and related services indemnify OWNER for third party personal injury and property hereunder,it is understood by OWNER that ENGINEER is not damage claims to the extent caused by ENGINEER's negligent acts, engaged in rendering any type of legal,insurance or accounting errors or omissions. However,neither Party to this Agreement shall services,opinions or advice. Further,it is the OWNER's sole be liable to the other Party for any special,incidental,indirect,or responsibility to obtain the advice of an attorney,insurance counselor consequential damages(including but not limited to loss of use or or accountant to protect the OWNER's legal and financial interests. opportunity;loss of good will;cost of substitute facilities,goods,or To that end,the OWNER agrees that OWNER or the OWNER's services;cost of capital;and/or fines or penalties),loss of profits or representative will examine all studies,reports,sketches,drawings, revenue arising out of,resulting from,or in any way related to the specifications,proposals and other documents,opinions or advice Project or the Agreement from any cause or causes,including but prepared or provided by ENGINEER,and will obtain the advice of an not limited to any such damages caused by the negligence,errors attorney,insurance counselor or other consultant as the OWNER or omissions,strict liability or breach of contract. deems necessary to protect the OWNER's interests before OWNER 3. OPINIONS OF PROBABLE COST(COST ESTIMATES) takes action or forebears to take action based upon or relying upon Any opinions of probable project cost or probable construction cost the services provided by ENGINEER. provided by ENGINEER are made on the basis of information 7. SUCCESSORS,ASSIGNS AND BENEFICIARIES available to ENGINEER and on the basis of ENGINEER's OWNER and ENGINEER,respectively,bind themselves,their experience and qualifications,and represents its judgment as an partners,successors,assigns,and legal representatives to the experienced and qualified professional engineer. However,since covenants of this Agreement. Neither OWNER nor ENGINEER will ENGINEER has no control over the cost of labor,materials, assign,sublet,or transfer any interest in this Agreement or claims equipment or services furnished by others,or over the contractor(s') arising therefrom without the written consent of the other.No third methods of determining prices,or over competitive bidding or market party beneficiaries are intended under this Agreement. conditions,ENGINEER does not guarantee that proposals,bids or actual project or construction cost will not vary from opinions of 8. RE-USE OF DOCUMENTS probable cost ENGINEER prepares. All documents,including all reports,drawings,specifications, 4. CONSTRUCTION PROCEDURES computer software or other items prepared or furnished by ENGINEER pursuant to this Agreement,are instruments of service ENGINEER's observation or monitoring portions of the work with respect to the project. ENGINEER retains ownership of all such performed under construction contracts shall not relieve the documents. OWNER may retain copies of the documents for its contractor from its responsibility for performing work in accordance information and reference in connection with the project;however, with applicable contract documents. ENGINEER shall not control or none of the documents are intended or represented to be suitable for have charge of,and shall not be responsible for,construction means, reuse by OWNER or others on extensions of the project or on any methods,techniques,sequences,procedures of construction,health other project. Any reuse without written verification or adaptation by or safety programs or precautions connected with the work and shall ENGINEER for the specific purpose intended will be at OWNER's not manage,supervise,control or have charge of construction. sole risk and without liability or legal exposure to ENGINEER,and ENGINEER shall not be responsible for the acts or omissions of the OWNER will defend,indemnify and hold harmless ENGINEER from contractor or other parties on the project.ENGINEER shall be all claims,damages,losses and expenses,including attorney's fees, entitled to review all construction contract documents and to require arising or resulting therefrom. Any such verification or adaptation will that no provisions extend the duties or liabilities of ENGINEER 1 (5/2020) entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 13. CONTROLLING AGREEMENT These Terms and Conditions shall take precedence over any 9. TERMINATION OF AGREEMENT inconsistent or contradictory provisions contained in any proposal, OWNER or ENGINEER may terminate the Agreement,in whole or in contract,purchase order,requisition,notice-to-proceed,or like part,by giving seven(7)days written notice to the other party. document. Where the method of payment is"lump sum,"or cost reimbursement, the final invoice will include all services and expenses associated 14. EQUAL EMPLOYMENT AND NONDISCRIMINATION with the project up to the effective date of termination. An equitable In connection with the services under this Agreement,ENGINEER adjustment shall also be made to provide for termination settlement agrees to comply with the applicable provisions of federal and state costs ENGINEER incurs as a result of commitments that had Equal Employment Opportunity for individuals based on color, become firm before termination,and for a reasonable profit for religion,sex,or national origin,or disabled veteran,recently services performed. separated veteran,other protected veteran and armed forces service medal veteran status,disabilities under provisions of 10. SEVERABILITY executive order 11246,and other employment,statutes and If any provision of this agreement is held invalid or unenforceable, regulations,as stated in Title 41 Part 60 of the Code of Federal the remaining provisions shall be valid and binding upon the parties. Regulations§60-1.4(a-f),§60-300.5(a-e),§60-741 (a-e). One or more waivers by either party of any provision,term or condition shall not be construed by the other party as a waiver of 15. HAZARDOUS MATERIALS any subsequent breach of the same provision,term or condition. OWNER represents to ENGINEER that,to the best of its knowledge,no hazardous materials are present at the project site. 11. INVOICES However,in the event hazardous materials are known to be ENGINEER will submit monthly invoices for services rendered and present,OWNER represents that to the best of its knowledge it OWNER will make payments to ENGINEER within thirty(30)days has disclosed to ENGINEER the existence of all such hazardous of OWNER's receipt of ENGINEER's invoice. materials,including but not limited to asbestos,PCB's,petroleum, hazardous waste,or radioactive material located at or near the ENGINEER will retain receipts for reimbursable expenses in general project site,including type,quantity and location of such accordance with Internal Revenue Service rules pertaining to the hazardous materials. It is acknowledged by both parties that support of expenditures for income tax purposes.Receipts will be ENGINEER's scope of services do not include services related in available for inspection by OWNER's auditors upon request. any way to hazardous materials. In the event ENGINEER or any If OWNER disputes any items in ENGINEER's invoice for any other party encounters undisclosed hazardous materials, ENGINEER shall have the obligation to notify OWNER and,to the reason,including the lack of supporting documentation,OWNER may temporarily delete the disputed item and pay the remaining extent required by law or regulation,the appropriate governmental amount of the invoice. OWNER will promptly notify ENGINEER of officials,and ENGINEER may,at its option and without liability for the dispute and request clarification and/or correction. After any delay,consequential or any other damages to OWNER,suspend dispute has been settled,ENGINEER will include the disputed item performance of services on that portion of the project affected by on a subsequent,regularly scheduled invoice,or on a special hazardous materials until OWNER: (i)retains appropriate invoice for the disputed item only. specialist consultant(s)or contractor(s)to identify and,as appropriate,abate,remediate,or remove the hazardous materials; OWNER recognizes that late payment of invoices results in extra and(ii)warrants that the project site is in full compliance with all expenses for ENGINEER. ENGINEER retains the right to assess applicable laws and regulations. OWNER acknowledges that OWNER interest at the rate of one percent(1%)per month,but not ENGINEER is performing professional services for OWNER and to exceed the maximum rate allowed by law,on invoices which are that ENGINEER is not and shall not be required to become an not paid within thirty(30)days from the date OWNER receives "arranger,""operator,""generator,"or"transporter"of hazardous ENGINEER's invoice. In the event undisputed portions of materials,as defined in the Comprehensive Environmental ENGINEER's invoices are not paid when due,ENGINEER also Response,Compensation,and Liability Act of 1990(CERCLA), reserves the right,after seven(7)days prior written notice,to which are or may be encountered at or near the project site in suspend the performance of its services under this Agreement until connection with ENGINEER's services under this Agreement. If all past due amounts have been paid in full. ENGINEER's services hereunder cannot be performed because of the existence of hazardous materials,ENGINEER shall be entitled 12. CHANGES to terminate this Agreement for cause on 30 days written notice. The parties agree that no change or modification to this Agreement, To the fullest extent permitted by law,OWNER shall indemnify or any attachments hereto,shall have any force or effect unless the and hold harmless ENGINEER,its officers,directors,partners, change is reduced to writing,dated,and made part of this employees,and subconsultants from and against all costs,losses, Agreement. The execution of the change shall be authorized and and damages(including but not limited to all fees and charges of signed in the same manner as this Agreement. Adjustments in the engineers,architects,attorneys,and other professionals,and all period of services and in compensation shall be in accordance with court or arbitration or other dispute resolution costs)caused by, applicable paragraphs and sections of this Agreement. Any arising out of or resulting from hazardous materials,provided that proposed fees by ENGINEER are estimates to perform the services (i)any such cost,loss,or damage is attributable to bodily injury, required to complete the project as ENGINEER understands it to be sickness,disease,or death,or injury to or destruction of tangible defined. For those projects involving conceptual or process property(other than completed Work),including the loss of use development services,activities often are not fully definable in the resulting therefrom,and(ii)nothing in this paragraph shall obligate initial planning. In any event,as the project progresses,the facts OWNER to indemnify any individual or entity from and against the developed may dictate a change in the services to be performed, consequences of that individual's or entity's sole negligence or which may alter the scope. ENGINEER will inform OWNER of such willful misconduct. situations so that changes in scope and adjustments to the time of performance and compensation can be made as required. If such change,additional services,or suspension of services results in an 16. EXECUTION increase or decrease in the cost of or time required for performance This Agreement,including the exhibits and schedules made part of the services,an equitable adjustment shall be made,and the hereof,constitute the entire Agreement between ENGINEER and Agreement modified accordingly. OWNER,supersedes and controls over all prior written or oral Terms&Conditions for Professional Services 2 (5/2020) understandings. This Agreement may be amended,supplemented and best practices, which generally include but are not limited to, or modified only by a written instrument duly executed by the cyber security policies and procedures, documentation and training parties. requirements, continuous monitoring of assets for tampering and 17. ALLOCATION OF RISK intrusion,periodic evaluation for asset vulnerabilities,implementation OWNER AND ENGINEER HAVE EVALUATED THE RISKS AND and update ofn appropriate technical, physical,land operational REWARDS ASSOCIATED WITH THIS PROJECT,INCLUDING standards, and offline testinglai of all intosof production. ENGINEER'S FEE RELATIVE TO THE RISKS ASSUMED,AND Apatches/updates prior to placing updates production. AGREE TO ALLOCATE CERTAIN OF THE RISKS,SO,TO THE subject to internal OWNER recogn a breanach, agrees that isO Systemsd similarare FULLEST EXTENT PERMITTED BY LAW,THE TOTAL subject . and externalsdesigned,ed recommended compromise, and AGGREGATE LIABILITY OF ENGINEER(AND ITS RELATED incidents.ENGINEERI Security features c ord assessed by are intended to reduce the likelihood that OT CORPORATIONS,SUBCONSULTANTS AND EMPLOYEES)TO Systems will be compromised by such incidents. However, OWNER AND THIRD PARTIES GRANTED RELIANCE IS ENGINEER does not guarantee that OWNER's OT Systems are LIMITED TO THE LESSER OF$1,000,000 OR ITS FEE,FOR ANY impenetrable and OWNER agrees to waive any claims against AND ALL INJURIES,DAMAGES,CLAIMS,LOSSES,OR ENGINEER resulting from any such incidents that relate to or affect EXPENSES(INCLUDING ATTORNEY AND EXPERT FEES) OWNER's OT Systems. ARISING OUT OF ENGINEER'S SERVICES OR THIS AGREEMENT REGARDLESS OF CAUSE(S)OR THE THEORY 23.FORCE MAJEURE OF LIABILITY,INCLUDING NEGLIGENCE,INDEMNITY,OR ENGINEER shall not be responsible for delays caused by factors OTHER RECOVERY. beyond ENGINEER's reasonable control, including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, 18. LITIGATION SUPPORT government ordered industry shutdowns, power or server outages, In the event ENGINEER is required to respond to a subpoena, acts of nature, widespread infectious disease outbreaks (including, government inquiry or other legal process related to the services in but not limited to epidemics and pandemics), failure of any connection with a legal or dispute resolution proceeding to which governmental or other regulatory authority to act in a timely manner, ENGINEER is not a party,OWNER shall reimburse ENGINEER for failure of the OWNER to furnish timely information or approve or reasonable costs in responding and compensate ENGINEER at its disapprove of ENGINEER's services or work product, or delays then standard rates for reasonable time incurred in gathering caused by faulty performance by the OWNER's or by contractors of information and documents and attending depositions,hearings, any level or any other events or circumstances not within the and trial. reasonable control of the party affected,whether similar or dissimilar 19. NO THIRD PARTY BENEFICIARIES to any of the foregoing. When such delays beyond ENGINEER's No third party beneficiaries are intended under this Agreement. In reasonable control occur,the OWNER agrees that ENGINEER shall the event a reliance letter or certification is required under the not be responsible for damages,nor shall ENGINEER be deemed in scope of services, the parties agree to use a form that is mutually default of this Agreement,and the parties will negotiate an equitable acceptable to both parties. adjustment to ENGINEER's schedule and/or compensation if impacted by the force majeure event or condition. 20. UTILITY LOCATION If underground sampling/testing is to be performed, a local utility locating service shall be contacted to make arrangements for all utilities to determine the location of underground utilities. In addition, OWNER shall notify ENGINEER of the presence and location of any underground utilities located on the OWNER's property which are not the responsibility of private/public utilities. ENGINEER shall take reasonable precautions to avoid damaging underground utilities that are properly marked. The OWNER agrees to waive any claim against ENGINEER and will indemnify and hold ENGINEER harmless from any claim of liability, injury or loss caused by or allegedly caused by ENGINEER's damaging of underground utilities that are not properly marked or are not called to ENGINEER's attention prior to beginning the underground sampling/testing. 21.UNMANNED AERIAL SYSTEMS If operating UAS, ENGINEER will obtain all permits or exemptions required by law to operate any UAS included in the services. ENGINEER's operators have completed the training, certifications and licensure as required by the applicable jurisdiction in which the UAS will be operated. OWNER will obtain any necessary permissions for ENGINEER to operate over private property, and assist, as necessary, with all other necessary permissions for operations. 22.OPERATIONAL TECHNOLOGY SYSTEMS OWNER agrees that the effectiveness of operational technology systems ("OT Systems") and features designed, recommended or assessed by ENGINEER are dependent upon OWNER's continued operation and maintenance of the OT Systems in accordance with all standards, best practices, laws, and regulations that govern the operation and maintenance of the OT Systems. OWNER shall be solely responsible for operating and maintaining the OT System in accordance with applicable industry standards (i.e. ISA, NIST, etc.) Terms&Conditions for Professional Services 3 (5/2020)