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HomeMy WebLinkAboutPSA - Arcadis - North Station Well #1 Replacement Design1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS November 8, 2016 Amy Smitley Arcadis U.S. Inc. 132 E Washington St. Suite 600 Indianapolis, IN 46204 PHONE 574/235-9251 FAx 574/235-9171 RE: Professional Services Agreement — North Station Well #1 Replacement Design Dear Ms. Smitley: The Board of Public Works, at its meeting held on November 8, 2016, approved the above referenced agreement in the amount of $66,070. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure c: Kim Thompson, Environmental Services GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU EJCDC...,--. JOINT CONTRACT DOCUMENTS COMMITTEE AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of ' 2016 ("Effective Date') between the City of South Bend, Indiana ("Owner") and Arcadis U.S., Inc. ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are apart, is generally identified as follows: North Station Well No. 1 Replacement Design ("Project"). Engineer's services under this Agreement are generally identified as follows: design and bidding services. Owner and Engineer further agree as follows: ARTICLE 1— SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. ARTICLE 2 — OWNER'S RESPONSIBILITIES 2.01 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 famished 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. "CDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC All rights reserved ARTICLE 3 — SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date. 3.02 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, as its sole remedy, to the recovery of direct damages, if any, resulting from such failure. ARTICLE 4 — INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit C. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 30 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B. Failure to Pay: If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice, then: 1. 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. Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional services Copyright © 2008 National society of Professional Engineers for EJCDC. All rights reserved. C. Disputed Invoices: If Owner contests an invoice, Owner shall promptly advise Engineer of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions: If after the Effective Date 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 reimburse Engineer for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. ARTICLE 5 — OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Engineer's opinions of probable Construction Cost are to be made on the basis of Engineer's experience and qualifications and represent Engineer's best judgment as an experienced and qualified professional generally familiar with the construction industry. However, because Engineer has no control over the cost of labor, materials equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, Owner must employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit 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. 5.03 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. ARTICLE 6 — GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct deficiencies in technical accuracy without Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved additional compensation, unless such corrective action is directly attributable to deficiencies in Owner -furnished information. C. Consultants: Engineer may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.0l .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. Compliance with Laws and Regulations, and Policies and Procedures: 1. Engineer and Owner shall comply with applicable Laws and regulations. 2. Prior to the Effective Date, Owner provided to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under this Agreement. provided to Engineer in writing. Engineer shall comply with such policies and procedures, subject to the standard of care set forth in Paragraph 6.0l.A, and to the extent compliance is not inconsistent with professional practice requirements. 3. This Agreement is based on Laws and Regulations and Owner -provided written policies and procedures as of the Effective Date. Changes after the Effective Date to these Laws and Regulations, or to Owner -provided written policies and procedures, may be the basis for modifications to Owner's responsibilities or to Engineer's scope of services, times of performance, or compensation. F. Engineer shall not be required to sign any documents, no matter by whom requested, that would result in 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" as prepared by the Engineers Joint Contract Documents Committee (EJCDC C-700, 2007 Edition) unless both parties mutually agree to use other general conditions by specific reference in Exhibit J. H. Engineer shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences; or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor's famishing and performing of its work. I. Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to fixmish and perform the Work in accordance with the Contract Documents. Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright (0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. J. Engineer shall not provide or have any responsibility for surety bonding or insurance -related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. K. Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor, or Supplier, or of any of their agents or employees or of any other persons (except Engineer's own agents, employees, and Consultants) at the Site or otherwise furnishing or performing any Work; or for any decision made regarding the Contract Documents, or any application, interpretation, or clarification, of the Contract Documents, other than those made by Engineer. L. While at the Site, Engineer's employees and representatives shall comply with the specific applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 Design Without Construction Phase Services A. Engineer shall be responsible only for those Construction Phase services expressly required of Engineer in Exhibit A. With the exception of such expressly required services, Engineer shall have no design, Shop Drawing review, or other obligations during construction and Owner assumes all responsibility for the application and interpretation of the Contract Documents, review and response to Contractor claims, contract administration, processing Change Orders, revisions to the Contract Documents during construction, construction surety bonding and insurance requirements, construction observation and review, review of payment applications, and all other necessary Construction Phase engineering and professional services. Owner waives all claims against the Engineer that may be connected in any way to Construction Phase engineering or professional services except for those services that are expressly required of Engineer in Exhibit A. 6.03 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. Either party to this Agreement may rely that data or information set forth on paper (also known as hard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one parry to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. Page EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright C 2008 National Society of Professional Engineers for EJCDC. All rights reserved D. When transferring documents in electronic media format, the transferring parry makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents' creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Engineer grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the Documents and subject to the following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner's request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. 6.04 Insurance A. Engineer shall procure and maintain insurance 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. B. Owner shall procure and maintain insurance as set forth in Exhibit G, "Insurance." Owner shall cause Engineer and its Consultants to be listed as additional insureds on any general liability policies and as loss payees on any property insurance policies carried by Owner which are applicable to the Project. C. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer and its Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project. D. Owner and Engineer shall each deliver to the other certificates of insurance evidencing the 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. -'" - Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright Q 2008 National Society of Professional Eagineers for EJCDC. All rights reserved. E. All policies of property insurance relating to the Project shall contain provisions to the effect that Engineer's and its Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Engineer or its Consultants, or any insureds, additional insureds, or loss payees thereunder. F. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, and thatrenewal will not be refused, until at least 30 days prior written notice has been given to Owner and Engineer and to each other additional insured (if any) to which a certificate of insurance has been issued. G. 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. 6.05 Suspension and Termination A. Suspension: 1. By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. 2. By Engineer: Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement if Engineer's performance has been substantially delayed through no fault of Engineer. 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. Page 7 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright (D 2008 National Society of Professional Engineers for EJCDC. All rights reserved C. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.B. La 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. hi the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or famished in accordance with this Agreement and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner shall have the limited right to the use of Documents, at Owner's sole risk, subject to the provisions of Paragraph 6.03.E. 2. in the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.05.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. 6.06 Controlling Law A. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. 6.07 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. Page 8 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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, 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 parry. 3. Owner agrees that the substance of the provisions of this Paragraph 6.07.0 shall appear in the Contract Documents. 6.08 Dispute Resolution A. Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights under law. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. 6.09 Environmental Condition of Site A. 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 or learns of an undisclosed Constituent of Concern at the Site, 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 consultants or contractors to identify and, as appropriate, abate, remediate, or remove the EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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 "owner" "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's activities under this Agreement. 6.10 Indemnification and Mutual Waiver A. Indemnification by Engineer: To the fullest extent permitted by law, Engineer shall indemnify and hold harmless Owner, and Owner's officers, directors, members, partners, agents, consultants, and employees from reasonable claims, costs, losses, and damages arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer's officers, directors, members, partners, agents, employees, or Consultants. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, "Limitations of Liability." B. Indemnification by Owner: Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit I, Limitations of Liability. C. Environmental Indemnification: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that (1) any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (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 parry and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. __. _.. Page IO EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. E. Mutual Waiver: To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver: A party's non -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. ARTICLE 7 — DEFINITIONS 7.01 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, in the exhibits, or in the following provisions: 1. Additional Services — The services to be performed for or furnished to Owner by Engineer in accordance with Part 2 of Exhibit A of this Agreement. 2. Agreement — This written contract for professional services between Owner and Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. 3. Asbestos — Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 4. Basic Services — The services to be performed for or furnished to Owner by Engineer in accordance with Part 1 of Exhibit A of this Agreement. Page 11 - _--- EJCDC E-500 Agreement Between Owner and Engineer for Professional services Copyright © 2008 National Society of Professional Engineers for EJCDC All rights reserved 5. Construction Contract — The entire and integrated written agreement between Owner and Contractor concerning the Work. 6. 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 or rights -of -way, or compensation for damages to properties; Owner's costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection with 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. 7. 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. 8. Consultants — Individuals or entities having a contract with Engineer to furnish services with respect to this Project as Engineer's independent professional associates and consultants; subcontractors; or vendors. 9. Contract Documents — Those items so designated in the Construction Contract, including the Drawings, Specifications, construction agreement, and general and supplementary conditions. Only printed or hard copies of the items listed in the Construction Contract are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 10. Contractor — The entity or individual with which Owner has entered into a Construction Contract. 11. 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. 12. 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. 13. Effective Date — The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. Page 12 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 14. Engineer — The individual or entity named as such in this Agreement. 15. Hazardous Waste — The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 16. 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. 17. Owner — The individual or entity with which Engineer has entered into this Agreement and for which the Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 18. PCBs — Polychlorinated biphenyls. 19. Petroleum — Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -hazardous waste and crude oils. 20. Project — The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 21. Radioactive Material — Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 22. Record Drawings — Drawings depicting the completed Project, prepared by Engineer as an Additional Service and based solely on Contractor's record copy of all Drawings, Specifications, addenda, change orders, work change directives, field orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 23. Reimbursable Expenses — The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 24. Resident Project Representative — The authorized representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff 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. 25. Samples — Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 26. Shop Drawings — All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright C 2008 National Society of Professional Engineers for EJCDC. All rights reserved 27, Site — Lands or areas to be indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights -of -way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 28. 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. 29. Subcontractor — An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 30. Substantial Completion — The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 31. Supplier — A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to famish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 32. 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. 33. Work— The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. ARTICLE 8 — EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included: A. Exhibit A, Engineer's Services. B. Exhibit B, Owner's Responsibilities. C. Exhibit C, Payments to Engineer for Services and Reimbursable Expenses. D. Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative. Not Included -� - Page 14 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. E. Exhibit E, Notice of Acceptability of Work. Not Included F. Exhibit F, Construction Cost Limit, Not Included G. Exhibit G, hisurance. H. Exhibit H, Dispute Resolution. Exhibit I, Limitations of Liability. Not Included Exhibit J, Special Provisions. Not Included K. Exhibit K, Amendment to Owner -Engineer Agreement. Not Included 8.02 Total Agreement: A. This Agreement, (together with the exhibits identified above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument based on the format of Exhibit K to this Agreement. 8.03 Designated Representatives: A. With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer's and Owner's representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such an individual shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective parry whom the individual represents. 8.04 Engineer's Certifications: A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3. 'coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright ©2008 National Society of Professional Engineers for EJCDC Ail right reserved IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is Owner: City of South Bend, Indiana By: 8&aw4 zN r 1 1: I e Address for giving notices: 227 West Jefferson Blvd. South Bend, IN 46601 Designated Representative (Paragraph 8.03.A): Al Greek Title: Utilities Director Phone Number: 574-277-8515 indicated on page 1. Engineer: Arcadis U.S., Inc. By: Title: Ass, ieje Vice Presiders Date Signed: 10/28/2016 Engineer License or Finn's 10200631 Certificate No. State of: Indiana Address for giving notices: 132 East Washington Street, Suite 600 Indianapolis, IN 46204 Designated Representative (Paragraph 8.03.A): Amy E. Smitley, PE Title: Associate Vice President Phone Number: 317-236-2844 E-Mail Address: agreek(asouthbendin.gov E-Mail Address: Amy.Smitley@arcadis.com EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright C 2008 National Society of Professional Engineers for EJCDC A0 rights reserved. This is EXHIBIT H, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 2016. Dispute Resolution Paragraph 6.08 of the Agreement is amended and supplemented to include the following agreement of the parties: H6.08 Dispute Resolution A. 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. Owner and Engineer agree to participate in the mediation process in good faith. The process shall be conducted on a confidential basis, and shall be completed within 120 days. If such mediation is unsuccessful in resolving a Dispute, then (1) the parties may mutually agree to a dispute resolution of their choice, or (2) either parry may seek to have the Dispute resolved by a court of competent jurisdiction. Page f (Exhibit H — Dispute Resolution) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright CO 2008 National Society of Professional Engineers for EJCDC. All rights reserved. D. 4dditional Insureds: 1. The following persons or entities are to be listed on Owner's general liability policies of insurance as additional insureds, and on any applicable property insurance policy as loss payees, as provided in Paragraph 6.04.13: a. Arcadis U.S., Inc. Engineer 2. During the term of this Agreement the Engineer shall notify Owner of any other Consultant to be listed as an additional insured on Owner's general liability and property policies of insurance. The Owner shall be listed on Engineer's general liability policy as provided in Paragraph 6.04.A. (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright C 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2. By Owner: a. The Owner is a municipal corporation organized under the laws of the State of Indiana, and is self -insured under provisions of Indiana statutes and local ordinance. Specifically, the Owner maintains blanket insurance coverage over real and personal property, and is covered by a non -reverting insurance premium and liability reserve fund created by the City of South Bend Ordinance #6657-79, pursuant to Indiana Code 34-13-3-4 as amended from time to time. Under said statute, the Owner's liability is limited to: 1) $700,000 for a cause of action that accrues on or after January 1, 2008; and 2) $5,000,000 for injury to or death of all persons in that occurrence; and 3) A governmental entity or an employee of a governmental entity acting within the scope of employment is not liable for punitive damages. Page 2 (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT G, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 2016. Insurance Paragraph 6.04 of the Agreement is supplemented to include the following agreement of the parties. G6.04 Insurance C. The limits of liability for the insurance required by Paragraph 6.04.A and 6.04.13 of the Agreement are as follows: 1. By Engineer: a. Workers' Compensation: Statutory b. Employer's Liability -- 1) Each Accident: $1,000,000 2) Disease, Policy Limit: $1,000,000 3) Disease, Each Employee: $1,000,000 c. General Liability -- 1) Each Occurrence (Bodily Injury and Property Damage): $1,000,000 2) General Aggregate: $2,000,000 d. Excess or Umbrella Liability -- 1) Each Occurrence: $5,000,000 2) General Aggregate: $5,000,000 e. Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident $1,000,000 f. Professional Liability — 1) Each Claim Made $1,000,000 2) Annual Aggregate $1,000,000 g. Other (specify): None Page 1 (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services, Copyright O 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix 2 to EXHIBIT C, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 2016. Standard Hourly Rates Schedule A. Standard Hourly Rates: 1. Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit C and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non -project operating costs, and operating margin or profit. 2. The Standard Hourly Rates apply only as specified in Article C2. B. Schedule: Hourly rates for services performed on or after the date of the Agreement are: 2016 CONV Category Hourly Rate Design Tech II/Field Technician II 71 Drafter I/Field Technician III and IV 84 Drafter II/Field Technician V 96 Document Tech 120 Project Assistant I and II 134 CADD Designer/Field Supervisor 184 Engineer/Scientist 125 Staff Engineer/Scientist/Architect 140 Project Engineer/ Scientist/Architect 150 Senior Engineer/ Scientist/Architect 1 162 Senior Engineer/Scientist/Architect II 185 Principal Engineer/Scientist/Architect 1 232 Principal Engineer/Scientist/Architect II 265 Engineer/Scientist Director 281 Page 1 Exhibit C—Appendix 2: Standard Hourly Rates Schedule EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix i to EXHIBIT C, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 2016. Reimbursable Expenses Schedule Current agreements for engineering services stipulate that the Reimbursable Expenses are subject to review and adjustment per Exhibit C. Reimbursable expenses for services performed on the date of the Agreement are: Mileage (auto) $0.575/mile Page I Exhibit C—Appendix 1: Reimbursable Expenses Schedule EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright C 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Additional Services — Standard Hourlv Rates Article 2 of the Agreement is supphnented to include the following agreement of the parties: C2.04 Compensation for Additional Services — Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Additional Services, if any, as follows: General: For services of Engineer's personnel engaged directly on the Project pursuant to Paragraph A2.01 or A2.02 of Exhibit A, except for services as a consultant or witness under Paragraph A2.0l.A.20, (which if needed shall be separately negotiated based on the nature of the required consultation or testimony) an amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel 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. B. Compensation For Reimbursable Expenses: 1. For those Reimbursable Expenses that are not accounted for in the compensation for Basic Services under Paragraph C2.01 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. 2. Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto. 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 10 percent. 4. The Reimbursable Expenses Schedule will be adjusted annually (as of January 1, 2016) to reflect equitable changes in the compensation payable to Engineer. C. 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 10 percent. 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. 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 C— Additional Services — Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C. The amounts payable to Engineer for Reimbursable Expenses will be the Project -related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to the Project, the latter multiplied by a factor of 10 percent. C2.03 Other Provisions Concerning Payment A. 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 10 percent. B. Factors. The external Reimbursable Expenses and Engineer's Consultants' factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. C. C. Estimated Compensation Amounts: 1. 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. 2. When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will be exceeded, Engineer shall give Owner written notice thereof, allowing Owner to consider its options, including suspension or termination of Engineer's services for Owner's convenience. Upon notice, Owner and Engineer promptly shall review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services for Owner's convenience, agree to such compensation exceeding said estimated amount, or agree to a reduction in the remaining services to be rendered by Engineer, so that total compensation for such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend the Engineer's services during the negotiations and Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in the compensation due Engineer or a reduction in the remaining services, then Engineer shall be paid for all services rendered hereunder. D. 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. Page 2 Exhibit C— Basic Services — Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , 2016. Payments to Engineer for Services and Reimbursable Expenses Basic Services — Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 — OWNER'S RESPONSIBILITIES C2.01 Compensation For Basic Services —Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel times Standard Hourly Rates for each applicable billing class for all services performed on the Project, plus Reimbursable Expenses and Engineer's Consultants' charges, if any. 2. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit C as Appendices 1 and 2. 3. The total compensation for services under Paragraph C2.01 is not to exceed $66,070. 4. The total estimated compensation for Engineer's services included in the breakdown by phases as noted in Paragraph C2.01.A.3 incorporates all labor, overhead, profit, Reimbursable Expenses and Engineer's Consultants' charges. 5. The amounts billed for Engineer's services under Paragraph C2.01 will be based on the cumulative hours charged to the Project during the billing period by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and Engineer's Consultants' charges. 6. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually (as of January 1, 2016) to reflect equitable changes in the compensation payable to Engineer. C2.02 Compensation For Reimbursable Expenses A. Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix 1 to this Exhibit C. B. Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto. Exhibit C— Basic Services— Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright C 2008 National Society of Professional Engineers for EJCDC. All rights reserved. responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. N. Attend the pre -bid conference, bid openingand other job related meetings. O. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. Page 3 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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. D. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required. E. 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. F. 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. G. 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 except that provided by Engineer as specified in Exhibit A. H. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, 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. I. Place and pay for advertisement for Bids in appropriate publications. J. 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. K. 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. L. 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. M. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, Page 2 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional services. Copyright C 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT B, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 2016. Owner's Responsibilities Article 2 of the Agreement is supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense: A. 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. B. 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. C. Following Engineer's assessment of initially -available Project information and data and upon Engineer's request, furnish or otherwise make available 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 relating to existing surface or subsurface structures at 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. 6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. 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 Page r (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. • List of proposed materials of construction • List of major equipment items and vendors to be named in the specifications • Design drawings showing required demolitions, layouts, electrical -single line diagrams • Project specifications: first cut of front end, general requirements, and technical specifications • Opinion of probable construction cost • Preliminary construction schedule • Hard copies (four half-size drawings, two project manuals) and one electronic copy (pdf, searchable format) Bid Submittal. This submittal includes 100% complete drawings and specifications suitable for bid purposes, opinion of probable construction costs, construction schedule, and design calculations, and has all City comments incorporated. Hard copies (four half --size drawings, and four project manuals) and one electronic copy (pdf, searchable format) will be submitted to the City. Schedule Arcadis is prepared to begin work immediately upon written authorization to proceed. Planning and design services under this scope shall be completed within six months. PART 2 — ADDITIONAL SERVICES A2.01 Additional Services Requiring Owner's Written Authorization A. If authorized in writing by Owner, Engineer shall furnish or obtain from others Additional Services of the types listed below. 1. 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. 2. 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 or are due to any other causes beyond Engineer's control. 3. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by Owner for the Work or a portion thereof. 4. 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. 5. Providing Construction Phase services. 6. Other services performed or furnished by Engineer not otherwise provided for in this Agreement. (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Task 7. Project Manual Arcadis will prepare a Project Manual to supplement the detailed design drawings. The manual will include a notice to bidders, instructions to bidders, bid form, bid bond, agreement, performance and payment bonds, general conditions and supplementary conditions (prepared using Arcadis' standard front-end documents, which are based on the Engineers Joint Contract Documents Committee), and Specifications (which will be prepared in conformance with the fifty division format of the Construction Specifications Institute). Specification will also be developed for the abandonment of the existing Well No. 1. The abandonment specification will ensure the existing well is properly sealed in accordance with 312IAC 13-10. It shall be noted that the well pump will be specified with the best available information including from the test boring and Task 1. The pump may need to be adjusted with the production well testing that will be completed during the construction phase. The pumps will be specifted such that they should not be ordered until the testing is complete and parameters are confirmed. Task 8.Opinion of Construction Costs Arcadis will prepare engineer's opinion of probable construction costs for the 60% design submittal and bid submittal. Task 9. Construction Schedule Arcadis will prepare construction schedule establishing advertisement dates, bid opening, notice -to - proceed, and critical construction milestone dates for the 60% design submittal and bid submittal. Task 10. Permits Arcadis will also coordinate with the Historic Preservation District for any restrictions associated with the above ground components of the project. It is assumed that a permit is not required. Upon completion of the design specifications and drawings, Arcadis will submit a construction permit application to IDEM and water supply well permit application to the St. Joseph County Health Department. It is assumed that the City will pay the permit application fees. Task 11. Bid Assistance Arcadis will assist the City in advertising for bids. Arcadis will provide ARC Indiana, the City's reproduction company, with Bidding Documents for their distribution to plan holders. ARC Indiana will distribute the documents and maintain a record of plan holders. Arcadis will prepare addenda as appropriate and provide to ARC Indiana for their distribution. The City will conduct site visits during the bid phase; no pre -bid meeting will be conducted. The City only will attend the bid opening and reading of the bids and will provide information to Arcadis. Arcadis will prepare bid tabulation, review bids, and recommend to City regarding the award of the contract. Deliverables This project includes the following deliverables. 1. Well Design Memo. Brief memorandum outlining the well design findings, water quality data, well design capacity, well log, and well completion diagram. 2. 60% Design Submittal. This submittal includes documents that communicate the design approach/intent of all disciplines. Specifically, it includes: Page S (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. An Arcadis hydrogeologist will be on site to direct the well drilling contractor, record the geologic materials encountered during drilling, and collect geologic samples of the aquifer. Core samples of the subsurface will be collected continuously from ground surface to the total depth of the boring. A number of key samples from the anticipated screened interval of the production well will be retained, containerized, and submitted to a geotechnical laboratory for grain -size distribution analysis. At least one geologic sample will be collected for every five foot interval through the anticipated screen zone of the production well. Arcadis will contract directly with the geotechnical laboratory to conduct the grain - size analysis. We have assumed a $500 budget based on past experience, which will need to be confirmed with the selected drilling contractor. Upon reaching the total depth of the boring, a temporary monitoring well will be installed in the borehole for collection of a water quality sample. The temporary monitoring well will be installed by pulling back the rotosonic drill casing and allowing the natural formation materials to collapse around the well screen. The monitoring well will then be developed until water is free of sediment and turbidity. A water quality sample will be collected and submitted to analytical laboratory. The list of water quality parameters to be analyzed will be developed prior to drilling based on discussion with the City. It is understood that elevated concentrations of ammonia have been problematic in several of the existing production wells. Ammonia will be included in the water quality parameter list, but an assessment of the cause of any detected ammonia concentrations would be beyond this scope of work. The water quality sampling results will be presented to the City and any regulatory exceedances will be noted. It is assumed that costs for the analytical laboratory will be billed directly to the City. Upon completion of the drilling and sampling, the temporary monitoring well will be removed and the borehole will be sealed with bentonite grout. A well log will be produced that summarizes the geologic information from the test boring and will be submitted to the City. Task 6. Construction Drawings Arcadis will prepare detailed drawings to show the general scope, extent and character of the work to be furnished and performed by the Contractor. The plans will show site plans, mechanical equipment configuration and layout, piping layouts and details, structural components and details, electrical equipment and connections, and equipment and schematics for process instrumentation and control. Multiple disciplines will be shown on a drawing for simplification. It is assumed that the City has an existing site plan available for our use and no additional survey work is required. These documents will stipulate: well materials; well diameter; well depth; type of screen; length of screen; screen slot openings; grouting requirements; and well development and performance testing requirements. Specifically for the well design, Arcadis will use the information from the above tasks to design the production well. The well will be designed to account for the operational objectives for the well and to maximize long-term performance and longevity. Design parameters will include design considerations for the well screen, including slot size, gravel pack size, screen length, percent open area, and entrance velocity, along with the casing and borehole diameters and grouting requirements. The design will include the necessary sanitary protection and will meet IDEM regulatory well construction requirements specified 327 IAC 8-3.4. Arcadis will estimate the design capacity and the range of operating water levels from geologic information from the test borings and the evaluations performed as part of Task 1. Page 4 (Exhibit A— Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. should not be too near such that new production well would be placed in a zone of plugging of the aquifer material that likely surrounds the existing Well No. 1. Prior to selecting the well location, discussions will be held with IDEM to establish the sanitary setback radius that will be applied to the new production well. Arcadis will then select a potential well site and assess the area surrounding the site to ensure compliance with the sanitary setback regulations. Arcadis will attend one site visit to the well field property and visually inspect the well site area for potential contamination sources and other structures that may be prohibited by the sanitary setback regulations. Arcadis will also review the City's Wellhead Protection Plan documents and perform an additional search of environmental databases to identify recorded potential contaminant sources in the vicinity of the well field. We have assumed a $300 budget based on past experience. Arcadis will also review storm and sanitary sewer records available from the City to ensure no alignments exist within the proposed setback. Once a suitable site is selected, Arcadis will stake the location of the proposed well and measure the coordinates of the location using a hand-held global positioning system device. In addition to potential sources of contamination, Arcadis will inventory existing water users (private and industrial wells) within the vicinity of the well field that could be affected by increased withdrawals. A map will be produced showing the relationship of these wells to the well field and the estimated drawdown that would be expected at each well. If there is a potential for significant impacts to the existing water users, a detailed well survey procedure can be developed at this time to determine if the predicted drawdowns will have an adverse effect on the existing wells. Because the number of existing water users within the influence of the well field is unknown, costs for performing a detailed survey are not included in this proposal. Task 4. Well Site Application Arcadis will prepare and submit a Well Site Application to IDEM for the production well site selected during the well siting evaluation. In addition to location, property ownership, and geological information, the application requires submittal of an inventory of potential contaminant sources within a 3,000-foot radius of the proposed new production well. Arcadis will tabulate and map the potential contaminant sources identified from the environmental database search and Wellhead Protection Plan documents review completed as part of Task 2 for submittal with the application package. Once the submittal is complete, a site visit with the IDEM regulators will be required for inspection of the well location and surrounding area. Arcadis personnel will schedule and attend the site inspection visit with the IDEM regulators. It should be noted that a standard condition for well site approval by IDEM is the requirement to perform temperature and bacteriological monitoring on the production well (once operational) to determine whether the well is under the direct influence of surface water. Task 5. Test Drilling Upon receiving well site approval from IDEM, Arcadis will plan and oversee the installation of a test boring at the new production well location to collect geologic samples of the aquifer material and facilitate the design of the new well. The test boring will be drilled using rotosonic techniques. The rotosonic drilling method does not use drilling mud and produces high -quality continuous core samples of the subsurface. Prior to drilling, Arcadis will develop simple specifications for the solicitation of bids from a minimum of three qualified rotosonic drilling contractors. The specifications will outline the details of the test drilling, including depth, diameter, and sampling requirements. Arcadis will provide a recommendation to the City regarding the selection of a drilling contractor based on the proposed drilling costs and availability. It is assumed that City will contract directly with the selected drilling contractor to install the test boring. (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Task 1. Kick-off and Review Meetings Arcadis will meet with the City to kick-off the project including a site visit to perform field investigations, to review the proposed test and production well location, to discuss the results of the test - drilling program (by conference call), to present the preliminary well field design (by conference call), to review the 60% design deliverable(by conference call). Conference calls are proposed to keep the costs down. Task 2. Evaluate Existing/Future Conditions Task 1 will involve establishing the operational objectives (production goals) for the new production well and reviewing existing information to assess whether a new production well can be expected to meet the established objectives. Although overall demands on the water system are declining, demands in the pressure zone serviced by the North Station Well Field are more stable and plans to potentially decommission other existing well fields may increase the burden on the North Station wells. Previous water system studies will be reviewed, and discussion will be held with the City to establish a production goal for the new well. Available operational data from the well field will also be reviewed to evaluate the current hydrogeological conditions in the well field. Data to be reviewed will include pumping rates for each well (both historical and current), water level trend information (static and pumping), maintenance records, the current peak capacity of the wellfield, and any available aquifer testing information. It is assumed that City personnel will be able to provide this information. The purpose of the review is to support estimation of the available capacity that can be expected from the new production well and predict the influence of increased withdrawals from new production well on the other wells in the well field. Installation of new production well and increasing capacity of the well field may have implications relating to the City's agreement with Memorial Hospital. Arcadis will review the agreement language and provide a recommendation on whether any modifications to the agreement will be necessary. In addition, the operation of the new Memorial wells will affect the water levels at the North Station Well Field. It will be necessary to account for the influence of the new Memorial wells to both estimate available capacity from the new production well and to establish the operating conditions (static and pumping water levels) for the new production well. The documents produced by Memorial Hospital's consultants will be reviewed to estimate the influence of the Memorial wells on water levels in the proposed new production well. It should be noted that the intent of the evaluation is to establish probable operating conditions for design of the new production well, and a full assessment of the sustainable yield of the aquifer with the Memorial and North Station Well Fields operating is beyond this scope. Arcadis will also review the baseline capacities established for the North Station Well Field under the Great Lakes Compact and the implications of increasing the production capacity of the well field under the Great Lakes Compact regulations. Additional permitting may be required if the increased capacity is considered to be more than I MGD above the baseline capacity. Task 3. Well Siting A well siting evaluation will be performed to select the location for the new production well. The location will be selected to meet Indiana Department of Environmental Management (IDEM) public water supply sanitary setback requirements outlined in 327 IAC 8-3.4-9. As discussed above, the preferred location for the new production well is near the existing Well No. 1. However, the location Page 2 (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT A, consisting of 6 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 2016. Engineer's Services Article 1 of the Agreement is supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Services as set forth below. PART 1— BASIC SERVICES The City of South Bend (City) owns and operates nine groundwater treatment facilities with combined theoretical total and firm production capacities of 77.2 million gallons per day (MGD) and 53.7 MGD, respectively. However, the City believes the actual combined fine production capacity of the system based on its current condition is closer to 40-45 MGD. Reduced revenue has limited the City's ability to implement needed improvements to the treatment facilities. Today, the average day demand is about 15 MGD, with peaks reaching about 30 MGD. Thus, the City is able to handle the current demand although any further deterioration will be detrimental, especially as the reliability continues to decrease for the aged equipment. The North Station, a critical treatment facility in the system, includes four wells and has a theoretical total and firm capacity of 11.2 MGD and 7.8 MGD, respectively. The total capacity based on current. conditions is 8.6 MGD. Well No. 1 has been downsized over the years and was found recently to be pumping significant amounts of sand. Because of the criticality of this station, the City desires to replace Well No. 1 to its original capacity in proximity to the existing well, which is the focus of this scope of work. Rehabilitation of the Well No. 1 would involve the installation of an internal liner (smaller diameter screen and filter pack placed within the existing screen) and would substantially reduce the production capacity of the well and the effectiveness of routine cleanings, thereby decreasing the longevity of the well. Rather than expending capital on a diminished resource, the City is planning to invest in a new production well to replace Well No, 1. The preferred location for the new production well is near the existing Well No. 1 to reduce costs associated with relocating the raw water discharge piping and associated electrical and 11C equipment. It is assumed that the existing electrical power is sufficient and only new wiring and conduit will be required. It is also assumed that a new control panel will be provided and associated control wiring and conduits but that there is an existing PLC that can be reused. A structural pad and protection fence will be provided; a well house will not be included. Based on the City's operational records, Well No. 1 was producing approximately 1,000 gpm prior to the onset of excessive sand pumping. The City indicated that the well was originally capable of pumping more than 2,000 gpm, similar to the other wells at the North Station Well Field. It is possible that a new well may be capable of producing quantities of water similar to the original capacity, and the City wishes to maximize the capacity from the new well. The following tasks will be performed as part of this scope of services. (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name 10-29-16 Kim Thompson Department Utilities BPW Date 11-8-16 Phone Extension 5969 Required Prior to Submittal to Board Legal ® Attorney Name Michael Schmidt Controller ❑ Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing ❑ Check the Appropriate Item Type — Required for All Submissions ® Agreement ❑ Contract ❑ Proposal ❑ Addendum ❑ Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ C/O & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control ❑ Other: Informatio Company or Vendor Name New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing MBEM/BE Contractor ❑ MBE ❑ WBE MBE/WBE Contractor Requested ❑ No ❑ Yes Name of Company Project Name North Station Well #1 Replacement Design Project Number 16W001 Funding Source Water Works Construction Engineering Account No. 622.0640.661.31.02 Amount Terms of Contract Purpose/Description Required Contractor's Certification Form Attached (Non - For Change Orders On Amount of Increase Decrease Previous Amount Current Percent of Change: New Amount Total Percent of Change: After Approval Copy Original ❑ ❑ ❑ ❑ ❑ 0