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HomeMy WebLinkAboutProfessional Services Agreement - DLZ Indiana LLC - Design and Right of Way for Tucker Drive��� -...� � _ T_--'._ ,. .��: � - tom, �': ,.- - ._<.�` 2.01 Payment Procedures A. Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to Owner on a monthly basis. Invoices are due and payable within 30 35 days of receipt. If Ovffier fails to make a" pajqnei4 due Engineer fbF sefviees an vx_�.J_ b-P i:fiereased at the rate of i4iki 30 days after receipt of Engineer's invoiee, then the ame;unts due Engine per- month (er- the ffW*inWM fate of in erest peffnitte by law, if . In addition, Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Engineer has been paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all non -disputed claims against Engineer for any such suspension. be credited fifst to interest ,,,,d 4w to prk*a4. 3.01 Termination A. The obligation to continue performance under this Agreement may be terminated: For cause, a. By either parry upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the Agreement's terms through no fault of the terminating party. Failure to pay Engineer for its services is a substantial failure to perform and a basis for termination. 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 for more than 90 days for reasons beyond Engineer's control. 2. Engineer shall have no liability to Owner on account of a termination by Engineer under Paragraph 3.01.A. Lb. a. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.01.A.1.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of notice; 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. 3. For convenience, by Owner effective upon Engineer's receipt of written notice from Owner. Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EdCDC. All rights reserved. B. The terminating party under Paragraph 3.01.A may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer 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. C. In the event of any termination under Paragraph 3.01, Engineer will be entitled to invoice Owner and to receive full payment for all non -disputed services performed or furnished in accordance with this Agreement and all reimbursable expenses incurred through the effective date of termination. 4.01 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 4.013 the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, 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, 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. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 5.01 General Considerations A. The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. Subject to the foregoing standard of care, 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. B. Engineer shall not at any time supervise, direct, control, or have authority over any contractor's 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 Page 3 EJCDC E-500 Agreement Between Owner and Engineer ror Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. the Project site, nor for any failure of a contractor to comply with laws and regulations applicable to such contractor's furnishing and performing of its work. C. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. D. Engineer neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to famish and perform its work in accordance with the contract between Owner and such contractor. Engineer is not responsible for variations between actual construction bids or costs and Engineer's opinions or estimates regarding construction costs. E. Engineer shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons (except Engineer's own employees) at the Project site or otherwise furnishing or performing any construction work; or for any decision made regarding the construction contract requirements, or any application, interpretation, or clarification of the construction contract other than those made by Engineer. F. 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 the parties agree otherwise. G. All documents prepared or furnished by Engineer are instruments of service, and Engineer retains an ownership and property interest (including the copyright and the right of reuse) in such documents, whether or not the Project is completed. Owner shall have 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. H. To the fullest extent permitted by law, Owner and Engineer (1) waive against each other, and the other's employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project, and (2) agree that Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Engineer's total liability to Owner under this Agreement shall be limited to IMi10 or the total amount of compensation received by Engineer, whichever is greater. 1. The parties acknowledge that Engineer's scope of services does not include any services related to a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous substances or waste as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq., or radioactive materials). If Engineer or any other party encounters a Hazardous Environmental Condition, 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 Hazardous Environmental Condition; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. Owner and Engineer agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at law. 6.01 Total Agreement A. This Agreement (including any expressly incorporated attachments), constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. 7.01 Basis of Payment —Lump Sum and Hourly Rate A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Engineer as follows: An amount of $27,300.00, See Exhibit C B. The portion of the compensation amount billed monthly for Engineer's services will be based upon Engineer's estimate of the percentage of the total services actually completed during the billing period. 7.02 Additional Services: For additional services of Engineer's employees engaged directly on the Project, Owner shall pay Engineer an amount equal to the cumulative hours charged to the Project by each class of Engineer's employees times standard hourly rates for each applicable billing class; plus reimbursable expenses and Engineer's consultants' charges, if any. Engineer's standard hourly rates are attached as Appendix 1. A. Attachments: Appendix 1 to Exhibit C, Engineer's Standard Hourly Rates Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright OO 2008 National Society of Professional Engineers for EJCDC. All rights reserved. OF- 1� MmM-2 Alk' M 1 771 a) Cover Sheet and Index Sheet, b) Typical Cross Sections, c) Maintenance of Traffic Plans, d) Plan and Profile Sheet(s), e) Pavement Marking Plans, 0 Hydraulic Analysis and Drainage Details, g) Quantity calculations and a probable construction cost, h) Specifications and bid package. 2. Prepare and submit to client, final Design Plans, Specifications, Final Statement of Probable Construction Cost and Final Contract Bidding Documents for the Project. Hard copy and electronic copies of the documents shall be provided in the required format. 3, Final plans shall include these sheet(s): Cover sheet, Typical Sections, Maintenance of Traffic, Plan and Profile Sheet(s), Structure Data Table (if applicable), Detail Sheet, Miscellaneous Tables, Pavement Marking and Signing sheet, and Grading Plans. C. Utility Coordination 1. The Engineer shall perform utility coordination services to notify all affected utilities of this project and determine if they are in conflict with this project. If they are in conflict, the Engineer shall request utility work plans from the Utility for the relocation of their facilities. D. Right of Way Services 1, The Engineer shall perform a Title search for the following parcels: a. Steel Warehouse — 71-08-15-126-007.000-026, b. Raitt Corporation — 71-08-15-176-003.000-026, c. Research existing right of way along Tucker Drive. d. The Engineer shall manage the property acquisition, to secure one 1 parcel required. This parcel will be donated without offer and no appraisal will be required. No lien or encumbrance releases shall be obtained. A1.02 BIDDING OR NEGOTIATION PHASE A. After acceptance by the owner of the bidding documents described in paragraph A1.01.A.2, and upon written authorization by the owner to proceed, engineer shall: Exhibit A, Engineer's Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 2 1. Issue addenda as appropriate to clarify, correct, or change the bidding documents. 2. Provide information or assistance needed by the Owner in the course of any negotiations with prospective contractors. 3. Consult with Owner as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the bidding documents. 4. If bidding documents require, the Engineer shall evaluate and determine the acceptability of "or equals" and substitute materials and equipment proposed by bidders, but subject to the provisions of paragraph A2.02.A.2 of this Exhibit A. 5. Attend the Bid opening, prepare Bid tabulation sheets, and submit to the Owner. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective contractors. A1.03 CONSTRUCTION PHASE A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: 1. Participate in a Pre -Construction Conference prior to commencement of Work at the Site. 2. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor's submittal schedule that Engineer has accepted. 3. Evaluate and determine the acceptability of substitute or "or equal" materials and equipment proposed by Contractor, but subject to the provisions of Paragraph A2.02.A.2 of this Exhibit A. 4. The Engineer will provide design support to the Owner's Resident Project Engineer, as required and as directed by the Owner. The Engineer will meet at the project site with the Owner or their Resident Project Engineer, as directed by the Owner, to assist in any matter that may arise during the construction of the project. Exhibit A, Engineer's Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright 02009 National society orProfessional Engineers for EJCDC. All rights reserved. Page 3 B. Limitation of Responsibilities: Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor or Supplier, or other individuals or entities performing or furnishing any of the work, for safety or security at the site, or for safety precautions and programs incident to Contractor's work, during the Construction Phase or otherwise. Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. PART 2 — ADDITIONAL SERVICES A2.01 Additional Services requiring Owner's Written Authorization A. If authorized in writing by the Owner, Engineer shall furnish or obtain from others Additional Services of the types listed in the following paragraphs. These services are not included as part of the basic services of the Engineer except to the extent provided otherwise in Appendix "A". These Additional Services include, but are not limited to the following, and will be paid for by Owner on an hourly rate basis in accordance with the hourly rates included in Appendix 1 to Exhibit C. 1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 3. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer or its design requirements including, but not limited to, changes in size, complexity, Owner's schedule, character of construction, or method of financing, and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any other causes beyond Engineer's control. 4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those identified in Paragraph A1.01. Exhibit A, Engineer's Services EJCDC E-520 Short Form of Agreement Be6veen Owner and Engineer for Professional Services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 4 5. Services required as a result of Owner's providing incomplete or incorrect Project information to Engineer. 6. Providing renderings or models for Owner's use. 7. Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance, and overhead expenses; the preparation of financial feasibility and cash flow studies, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting Owner in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by Owner. 8. Furnishing services of independent professional associates and Consultants for other than Basic Services. 9. Services attributable to more than one prime construction contract. 10. Services during out-of-town travel required of Engineer other than for visits to the Site or Owner's office. 11. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructability review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by Owner for the Work or a portion thereof. 13. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services. 14. Providing construction surveys and staking to enable Contractor to perform its work other than as required under Paragraph A1.01, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 15. Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor. 16. Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. Exhibit A, Engineer's Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright 02004 National society of Professional Engineers for EJCDC. All rights reserved. Page 5 17. Preparing Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor, and furnishing such Record Drawings to Owner. 18. Preparation of operation and maintenance manuals. 19. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration or other legal or administrative proceeding involving the project, if not the fault of the Engineer. 20. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 21. Assistance in connection with the adjusting of Project equipment and systems. 22. Assistance to Owner in training Owner's staff to operate and maintain Project equipment and systems. 23. Assistance to Owner in developing procedures for (a) control of the operation and maintenance of Project equipment and systems, and (b) related record - keeping. 24. Overtime work requiring higher than regular rates. 25. Other services performed or furnished by Engineer not otherwise provided for in this Agreement. 26. Furnishing services of independent professional associates and consultants. 27. Providing any type of property surveys and staking to enable contractor(s) to proceed with their work. 28. Additional Services in connection with the project, including services which are to be furnished by Owner in accordance with B2.01. and services not otherwise provided for in this Agreement. 29. In the event of condemnation, additional fees for court preparation, appearances and testifying shall be negotiated. 30. Providing appraisal and/or relocation services. 31. Obtaining lien and/or encumbrance release(s). 32. Interpreter Services to assist during appraisal, negotiation and/or relocation services. Exhibit A, Engineer's Services E.lCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright C2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pau 6 33. Obtaining Subconsultant title company for title insurance, title policy (after acquisition) and closing services when directed by Owner. A2.02 Additional Services Not Requiring Owners Written Authorization A. Engineer shall advise Owner in advance that Engineer is will immediately commence to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice from Owner. 1. Services in connection with work change directives and change orders to reflect changes requested by Owner. 2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or -equal" items; services after the award of the Construction Contract in evaluating and determining the acceptability of a proposed "or equal" or substitution which is found to be inappropriate for the Project; evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract. 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 4. Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work (advance notice not required), (2) the presence at the Site of any Constituent of Concern or items of historical or cultural significance, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor. 5. Services (other than Basic Services during the Post -Construction Phase) in connection with any partial utilization of any part of the Work by Owner prior to Substantial Completion. 6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. 7. Reviewing a Shop Drawing more than three times, as a result of repeated inadequate submissions by Contractor. Exhibit A, Engineer's Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 7 S. While at the Site, compliance by Engineer and its staff with those terms of Owner's or Contractor's safety program provided to Engineer subsequent to the Effective Date that exceed those normally :required of engineering personnel by federal, state, or local safety authorities for similar construction sites. Exhibit A, Engineer's Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pace 8 'q3 -T- " ;, ea, 3. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the moneys paid. J. Place and pay for advertisement for Bids in appropriate publications. K. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructability review. L. Furnish to Engineer data as to Owner's anticipated costs for services to be provided by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) for Owner so that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs. M. If 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. N. 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, 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, O. Attend the pre -bid conference, bid opening, pre -construction conferences, construction progress and other job related meetings, and Substantial Completion and final payment visits to the Project. P. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Q. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this paragraph. Exhibit EJCDC E-520 Short Form of Agreement Sehveen Owner and Engineer for Professional Services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. Pace 3 R. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. S. Perform or provide the following additional services: 1, Designate in writing a person to act as Owner's representative with respect to the services to be rendered under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to the Engineer's services for the Project. 2. Provide 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. 3. Furnish to Engineer, as required for performance of Engineer's Basic Services (except to the extent provided otherwise in Appendix "A") the following: a. Data prepared by Owner and/or others or services of others and appropriate professional interpretations of such for materials necessary during the negotiations process. 4. Arrange for access to and make all provisions for Engineer and/or Subcontractors to enter upon public and private property as required to perform services under this Agreement. 5. Examine all drawings and other documents presented by Engineer, obtain advice of attorney, insurance counselor and other consultants as Owner deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of Engineer. 6. Furnish all legal services as may be required for the development of the project including review and approval of conveyance documents by City Attorney, legal counsel and services for condemnation proceedings, if needed. 7. Provide written approval of completed work phases as described in Appendix "A" of the Agreement. Accomplish reviews and provide written approvals in a timely manner. Exhibit A C EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright (02009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 4 I , ~ . " " � ' " This is Exhibit C, consisting of 4-pages, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated , 2017. Payment to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-1: Basic Services — Lump Sum and 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 (other than Resident Project Representative) - Lump Sum and Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer's Resident Representative, if any, as follows: Design and Right of Way Services amount not to exceed $27,300.00, based on the following distribution of compensation: Item Description Amount Type a. Design plans and contract bid documents $18,000.00 Lump Sum b. Utility Coordination $2,000.00 Hourly Rate C. Right of Way Services $3,800.00 Lump Sum d' Bid, Pre -Con Meeting and Construction Phase Services $3,500.00 Hourly Rate Total $27,300.00 2. Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but Exhibit C, Compensation and Hourly hates Schedule EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright b2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paget 1 shall not exceed the total Lump Sum amount unless approved in writing by the Owner. 3. The Lump Sum includes compensation for Engineer's services and services of Engineer's Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. 4. The portion of the Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate of the percentage of the total services actually completed during the billing period. 5. 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. 6. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit C as Appendices 1 and 2. 7. Engineer may alter the distribution of compensation between individual phases of the work noted herein to be consistent with services actually rendered, but shall not exceed the total estimated compensation amount unless approved in writing by Owner. 8. 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. 9. 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. 10. The Standard Hourly Rates and. Reimbursable Expenses Schedule will be adjusted annually (as of January each annum) to reflect equitable changes in the compensation payable to Engineer. B. Period of Service: The compensation amount stipulated in Compensation Packet BC-1 is conditioned on a period of service not exceeding 24 months. if such period of service is extended, the compensation amount for Engineer's services shall be appropriately adjusted. Exhibit C, Compensation and Hnurly Rates Schedule EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright Q2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pag 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; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls and mobile phone charges; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project -related items in addition to those required under Exhibit A. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. 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 1.2. 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 1.2. 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. 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, Exhibit C, Compensation and Hourly Rates Schedule EJCDC E-520 short Farm of Agreement Between Owner and Engineer for Professional services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. 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. C. 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, Compensation and Hourly Rates Schedule EdCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright @2009 National Society of Professional Engineers for EdCDC. All rights reserved. Page This is Appendix 1 of Exhibit C, Engineer's ,Standard Hourly Rates, consisting of 2 pages, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated , 2017. Engineer's Standard Hourly Rates Schedule A. Standard Hourly Rates: 1. Standard Hourly Rates are set forth in this Appendix 1 to this Exhibit C and includes 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 of profit. 2. The Standard Hourly Rates apply only as specified in Article C2. B. Schedule: 1. Hourly rates for services performed on or after the date of the Agreement are: DLZ INDIANA, LLC - STANDARD FEE STRUCTURE 2017 ENGINEERING/ARCHITECTURAL 1 Notes to User Principal $220.00 49/49D Division Manager/Director $205.00 50 Department Manager $185.00 5514 Registered Land Surveyor/SurveySurveyWSurvey Coordinator $135.00 80/217 Senior Project Manager / Project Manager II $185.00 21/216 Project Manager 1 $170.00 341/340/556/557 Electrical/Mechanical/Structural Engineer VI $170.00 555/565/214 ' Engineer V/Architect V/Landscape Arch. V/Planner V/Scientist V/Geologist V / Surveyor V $165.00 554/564 Engineer IV/Architect IV/Landscape Architect IV/Planner IV/Scientist IV/Geologist IV $160.00 53/58 Engineer IIIIArchitect III/Landscape Architect II1/Planner Ill/Scientist III/Geologist III $140.00 Appl }} Exhibit C, Compensation and Hourly Rates Schedule EJCDC E-520 ShSrt Form of Agreement Between Owner and Engineer for Professional Services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. Page _ 52/57 Notes to User Engineer H/Architect UILandscape Architect WPlanner EVScientist IUGeolo 'st H $130.00 51/56 Engineer I/Architect I/Landsca e Architect I/Planner I/Scientist I/Geolo 'st I $105.00 28 Notes to User Designer I $95.00 472 Notes to User Designer H $110.00 473 Notes to User Designer IQ $125.00 29 Technician $75.00 126/147 Construction Observer Manager /Administrator $125.00 152 Construction Observer $100.00 43 Clerical $65.00 430 Office Services Coordinator $75,00 06 Intern $50.00 j Exhibit C, Compensation and Hourly Rates Schedule EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. PageX1 2 This is Exhibit D, Engineer's Project Schedule, consisting of 1 page, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated 12017. Engineer's Project Schedule A. After receiving a written notice to proceed the Engineer shall: 1. 28 Calendar Days Complete Plan Review, Plan Review Meeting and Right of Way Services, 2. 28 Calendar Days Submit Final Plans and Specifications (95% complete), 3. 7 Calendar Days Final Tracings after receipt of Owner Review comments, Exhibit ens EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright @2009 National Society of Professional Engineers for EJCDC. All rights reserved. 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